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): January
30, 2008
EASTMAN KODAK
COMPANY
(Exact
name of registrant as specified in its charter)
New Jersey |
1-87 |
16-0417150 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
343 State Street, Rochester, New York 14650 |
(Address of Principal Executive Offices) (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:
⃞ 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 January 30, 2008, Eastman Kodak Company issued a press release
describing its financial results for its fourth fiscal quarter ended
December 31, 2007. Copies of the press release and financial discussion
document are attached as Exhibits 99.1 and 99.2, respectively, to this
report.
Within the Company's fourth quarter 2007 press release, the Company
makes reference to certain non-GAAP financial measures including
"Digital earnings", "Digital revenue", "Traditional revenue", "Net cash
generation", "CDG revenue from digital products growth", "GCG revenue
from digital products growth", and "Free cash flow", which have directly
comparable GAAP financial measures. The Company believes that these
measures represent important internal measures of performance.
Accordingly, where these non-GAAP measures are provided, it is done so
that investors have the same financial data that management uses with
the belief that it will assist the investment community in properly
assessing the underlying performance of the Company on a year-over-year
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. The specific reasons, in addition to the reasons described
above, why the Company's management believes that the presentation of
the non-GAAP financial measures provides useful information to investors
regarding Kodak's financial condition, results of operations and cash
flows are as follows:
Digital earnings / Digital revenue / Traditional revenue / CDG revenue
from digital products growth / GCG revenue from digital products growth
- Due to the Company's ongoing digital transformation, management views
the Company’s performance based on the following three key metrics:
digital revenue growth, digital earnings growth and net cash generation.
These three key metrics are emphasized in the Company’s attached
earnings release for the fourth quarter of 2007. These digital measures
form the basis of internal management performance expectations and
certain incentive compensation. Accordingly, these digital measures are
presented so that investors have the same financial data that management
uses with the belief that it will assist the investment community in
properly assessing the underlying performance of the Company against its
key metrics on a year-over-year and quarter-sequential basis, as the
Company undergoes this digital transformation.
Net cash generation / Free cash flow - The Company believes that the
presentation of net cash generation and free cash flow is useful
information to investors as it facilitates the comparison of cash flows
between reporting periods. In addition, management utilizes these
measures as tools to assess the Company's ability to repay debt and
repurchase its own common stock, after it has satisfied its working
capital needs (including restructuring-related payments), dividends,
capital expenditures, acquisitions and investments. The net cash
generation measure equals net cash provided by continuing operations
from operating activities, as determined under Generally Accepted
Accounting Principles in the U.S. (U.S. GAAP), minus capital
expenditures, plus proceeds from the sale of assets and certain
businesses, plus investments in unconsolidated affiliates, and minus
dividends. The free cash flow measure equals net cash provided by
continuing operations from operating activities as determined under U.S.
GAAP minus capital expenditures. Net cash generation forms the basis of
internal management performance expectations (it is one of the Company’s
three key metrics) and certain incentive compensation. Accordingly, the
Company believes that the presentation of this information is useful to
investors as it provides them with the same data as management uses to
facilitate their assessment of the Company's cash position.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits |
|||
Exhibit 99.1 | Press release issued January 30, | Furnished with | |
2008 regarding financial results | this document | ||
for the fourth quarter of 2007 | |||
Exhibit 99.2 | Financial discussion document issued | Furnished with | |
January 30, 2008 regarding financial | this document | ||
results for the fourth quarter of | |||
2007 |
SIGNATURES
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 |
Name: |
Diane E. Wilfong |
||
Title: |
Chief Accounting Officer |
||
and Controller |
|||
Date: |
January 30, 2008 |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
Press release issued January 30, 2008 regarding financial results for the fourth quarter of 2007 |
99.2 |
Financial discussion document issued January 30, 2008 regarding financial results for the fourth quarter of 2007 |
Exhibit 99.1
Kodak Earns $92 Million in the Fourth Quarter on Sales of $3.220 Billion; Fourth-Quarter Digital Revenue Grows by 15%
Company Exceeds Full-Year Cash and Digital Revenue Goals
Achieves Digital and Overall EFO Targets
Sales of Consumer Inkjet Printers Exceed Company’s 2007 Goal of 500,000 Units
ROCHESTER, N.Y.--(BUSINESS WIRE)--Eastman Kodak Company (NYSE:EK) today reported fourth-quarter earnings from continuing operations of $92 million, or $0.31 per share, on higher year-over-year revenues, reflecting the emergence of a new, more profitable company.
Kodak also met or exceeded all of its key financial commitments and strategic goals for 2007, most notably:
“I am thrilled with our 2007 performance, as it is powerful evidence that a new Kodak has emerged and is producing solid, value-creating growth,” said Antonio M. Perez, Chairman and Chief Executive Officer, Eastman Kodak Company. “We delivered another strong quarter, and another strong year of earnings growth, and met or exceeded every important goal that we set for ourselves.
“In addition, we successfully entered the $50 billion consumer inkjet market and exceeded our first-year printer sales goal. What’s more, third-party data indicates that Kodak is enjoying a 30% price premium over the industry average. Clearly, our value proposition is resonating with consumers and they are willing to pay a bit more for a Kodak printer because they know they will save money every time they print. Consumer inkjet is just one of several new product introductions that are receiving positive customer response. The more I see of them, the more optimistic I am about their success.”
Kodak’s digital revenue grew 15% in the fourth quarter of 2007, driven by strong year-over-year increases in all key digital businesses, partially offset by a decline in snapshot printing.
The company achieved $146 million in digital earnings for the fourth quarter, driven by an expanded product portfolio, intellectual property arrangements, and operational improvements, resulting in strong full-year earnings performance across the company’s digital business units. For the full year, the company delivered $176 million in digital earnings, a $189 million improvement from the prior year, significantly outpacing a $30 million year-over-year decline in traditional earnings. Earnings from continuing operations before interest, other income (charges), net, and income taxes were $130 million for the quarter and a loss of $230 million for the year.
On the basis of generally accepted accounting principles (GAAP), the company reported fourth-quarter earnings from continuing operations of $109 million pre-tax, $92 million after tax, or $0.31 per diluted share, reflecting the impact of 19 million additional shares from contingently convertible securities. This compares with earnings of $111 million pre-tax, and a loss of $15 million after tax, or $0.05 per share, in the year-ago period. Items of net expense impacting comparability in the fourth quarter of 2007 totaled $28 million after tax, or $0.09 per share. The most significant items were restructuring costs of $68 million before tax and $44 million after tax, or $0.14 per share, net gains on sale of property of $116 million before tax and $89 million after tax, or $0.29 per share, impairment of an investment of $46 million after tax, or $0.15 per share, and various other tax-related items totaling $25 million, or $0.08 per share. In the fourth quarter of 2006, items of net expense impacting comparability totaled $158 million after tax, or $0.55 per share, primarily reflecting restructuring costs and tax valuation allowances.
For the fourth quarter of 2007:
Other financial details:
Fourth-quarter segment sales and results from continuing operations, before interest, taxes, and other income and charges (earnings from operations), are as follows:
Other 2007 Highlights:
“Our corporate restructuring is now over and Kodak is revitalized and ready to grow,” said Perez. “We have a strong market position in a significant number of very promising digital businesses, a competitive operating structure, a powerful brand, and extremely valuable intellectual property. We are a new company with a strong emphasis on sustaining profitable growth, and the talent and resources necessary to achieve that goal. This positions us well for strong performance in 2008 and beyond.”
Conference Call
Antonio Perez and Kodak Chief Financial Officer Frank Sklarsky will host a conference call with investors at 11:00 a.m. Eastern Time today. To access the call, please use the direct dial-in number: 913-312-0838, access code 1475686. There is no need to pre-register.
The call will be recorded and available for playback by 2:00 p.m. Eastern Time today by dialing 719-457-0820, access code 1475686. The playback number will be active until Wednesday, February 6, at 5:00 p.m. Eastern Time.
Outlook/Investor Meeting
The company will provide a detailed outlook for 2008 at its annual strategy meeting with the institutional investment community on Thursday, February 7, in New York City.
The meeting will be held at the Digital Sandbox Event Center, located at 55 Broad Street (between Beaver St & Exchange Place). The doors will open at 8:00 a.m. Eastern Time and investors are welcome to view and participate in demonstrations of some of the products that will help define Kodak’s future. The formal program, including presentations by Antonio Perez, Frank Sklarsky, and other senior Kodak managers will begin promptly at 9:00 a.m.
If you wish to attend, please RSVP by contacting Jo Ann Bruno at (585) 724-1130 or by e-mail to joann.bruno@kodak.com.
For those unable to attend in person, the meeting will be available via a live webcast. To access the webcast please go to: http://www.kodak.com/go/invest
The meeting will also be teleconferenced in listen-only mode. To listen please call 913-312-1386 access code 1981483 or ask for the Kodak Investor Meeting.
An audio replay of the meeting will be available beginning Friday, February 8, at 8:00 a.m. Eastern Time and will run until 5:00 p.m. on Friday, February 15. The replay phone number is 719-457-0820 and the access code is 1981483.
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, and 1000nerds.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.
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this press release may be forward-looking in nature, or "forward-looking statements" as defined in the United States Private Securities Litigation Reform Act of 1995. For example, references to the Company's expectations regarding its digital businesses, operating structure, intellectual property and profitable growth are forward-looking statements.
Actual results may differ from those expressed or implied in forward-looking statements. In addition, any forward-looking statements represent the Company's estimates only as of the date they are made, and should not be relied upon as representing the Company's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if its estimates change. The forward-looking statements contained in this report are subject to a number of factors and uncertainties, including the successful:
The forward-looking statements contained in this press release are subject to the following additional risk factors:
Any forward-looking statements in this report should be evaluated in light of these important factors and uncertainties.
Eastman Kodak Company |
Fourth Quarter and Year Ended 2007 Results |
Non-GAAP Reconciliations |
Within the Company's fourth quarter 2007 earnings release, reference is made to certain non-GAAP financial measures, including “digital revenue growth”, “digital earnings”, “net cash generation”, “traditional earnings”, “digital revenue”, “traditional revenue”, “CDG revenue from digital products growth”, “GCG revenue from digital products growth”. 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. The Company's management believes that the presentation of each of these non-GAAP financial measures provides useful information to investors regarding Kodak's financial condition, results of operations and cash flows as provided in the Form 8-K filed in connection with this press release.
The following table reconciles digital revenue, digital revenue growth, traditional revenue, and traditional revenue decline to the most directly comparable GAAP measure of consolidated revenue (dollar amounts in millions):
Growth/ | Growth/ | |||||||||||||||||
FY 2007 | FY 2006 | (Decline) | Q4 2007 | Q4 2006 | (Decline) | |||||||||||||
Digital revenue, as presented | $ | 6,392 | $ | 5,945 | 8 | % | $ | 2,262 | $ | 1,974 | 15 | % | ||||||
Traditional revenue | 3,877 | 4,574 | -15 | % | 951 | 1,117 | -15 | % | ||||||||||
New technologies revenue | 32 | 49 | -35 | % | 7 | 15 | -53 | % | ||||||||||
Consolidated revenue (GAAP basis), as presented |
$ | 10,301 | $ | 10,568 | -3 | % | $ | 3,220 | $ | 3,106 | 4 | % |
The following table reconciles digital earnings (loss) to the most directly comparable GAAP measure of (loss) earnings from continuing operations before interest, other income (charges), net and income taxes (amounts in millions):
FY | FY | Improvement/ | Q4 | Q4 | Improvement/ | |||||||||||||
2007 | 2006 | (Decline) | 2007 | 2006 | (Decline) | |||||||||||||
Digital earnings (loss), as presented | $ 176 | $ (13 | ) | $ 189 | $ 146 | $ 141 | $ 5 | |||||||||||
Traditional earnings (loss), as presented | 212 | 242 | (30 | ) | (4 | ) | 52 | (56 | ) | |||||||||
New technologies loss | (45 | ) | (68 | ) | 23 | (12 | ) | (10 | ) | (2 | ) | |||||||
Restructuring costs and other items, net | (573 | ) | (637 | ) | 64 | - | (49 | ) | 49 | |||||||||
(Loss) earnings from continuing operations before interest, other income (charges), net and income taxes (GAAP basis), as presented |
$ (230 | ) | $ (476 | ) | $ 246 | $ 130 | $ 134 | $ (4 | ) |
The following table reconciles net cash generation to the most directly comparable GAAP measure of net cash provided by continuing operations from operating activities (amounts in millions):
FY 2007 | FY 2006 | Q4 2007 | Q4 2006 | |||||||||||||
Net cash generation, as presented | $ | 333 | $ | 365 | $ | 1,132 | $ | 905 | ||||||||
Net proceeds from sales of businesses/assets | (227 | ) | (178 | ) | (81 | ) | (66 | ) | ||||||||
Net cash flow from HPA | (158 | ) | - | (158 | ) | - | ||||||||||
Investments in unconsolidated affiliates | - | 19 | - | 9 | ||||||||||||
Dividend payments | 145 | 144 | 73 | 72 | ||||||||||||
Free cash flow | 93 | 350 | 966 | 920 | ||||||||||||
Additions to properties | 259 | 335 | 80 | 82 | ||||||||||||
Net cash provided by continuing operations from operating activities (GAAP basis), as presented | ||||||||||||||||
$ | 352 | $ | 685 | $ | 1,046 | $ | 1,002 |
The following table reconciles CDG revenue from digital products growth to the most directly comparable GAAP measure of CDG total revenue growth:
Q4 | ||
Growth/ | ||
(Decline) | ||
CDG revenue from digital products growth, as presented | 17% | |
CDG revenue from traditional products decline | -15% | |
CDG total revenue growth, as presented | 8% |
The following tables reconcile GCG revenue from digital products growth to the most directly comparable GAAP measure of GCG total revenue growth:
Q4 07 | Q4 06 |
Q4 Growth/ |
|||||||
GCG revenue from digital products growth, as presented | $ | 891 | $ | 799 | 12 | % | |||
GCG revenue from traditional products decline | 107 | 134 | -20 | % | |||||
GCG total revenue growth, as presented | $ | 998 | $ | 933 | 7 | % |
As previously announced, the Company will only report its results on a GAAP basis, which will be accompanied by a description of non-operational items affecting its GAAP quarterly results by line item in the statement of operations. The Company defines non-operational items as restructuring and related charges, gains and losses on sales of assets, certain asset impairments, the related tax effects of those items and certain other significant pre-tax and tax items not related to the Company’s core operations. Non-operational items, as defined, are specific to the Company and other companies may define the term differently. The following table presents a description of the non-operational items affecting the Company's quarterly results by line item in the statement of operations for the fourth quarter of 2007 and 2006, respectively.
4th Quarter | ||||||||||||||||
2007 | 2006 | |||||||||||||||
(in millions, except per share data) | ||||||||||||||||
$ | EPS | $ | EPS | |||||||||||||
Earnings (loss) from continuing operations - GAAP | $ | 92 | $ | 0.31 | $ | (15 | ) | $ | (0.05 | ) | ||||||
Items of Comparability - Expense/(Income): |
||||||||||||||||
COGS | ||||||||||||||||
- Charges for accelerated depreciation in connection with the focused cost reduction actions | 4 | 60 | ||||||||||||||
- Foreign contingencies | (5 | ) | ||||||||||||||
- Charges for inventory writedowns in connection with focused cost reduction actions | 1 | 3 | ||||||||||||||
Subtotal | - | - | 63 | 0.22 | ||||||||||||
SG&A | ||||||||||||||||
- Legal Settlement (reversals)/charges | - | (6 | ) | |||||||||||||
Subtotal | - | - | (6 | ) | (0.02 | ) | ||||||||||
Restructuring | ||||||||||||||||
- Charges for focused cost reduction actions | 63 | 14 | ||||||||||||||
Subtotal | 63 | 0.21 | 14 | 0.05 | ||||||||||||
Other Operating Income/(Charges), Net | ||||||||||||||||
- Gains on sale of property related to focused cost reduction actions, net | (116 | ) | (22 | ) | ||||||||||||
- Impairment of Lucky Film intangible asset | 46 | - | ||||||||||||||
- Adjustment for loan loss | 7 | |||||||||||||||
Subtotal | (63 | ) | (0.21 | ) | (22 | ) | (0.08 | ) | ||||||||
Other Income/(Charges) | ||||||||||||||||
- Impairment of equity method investment | 5 | - | ||||||||||||||
Subtotal | 5 | 0.02 | - | - | ||||||||||||
Taxes | ||||||||||||||||
- Net release of foreign valuation allowances and adjustments of uncertain tax positions | 25 | 89 | ||||||||||||||
- Tax impacts of the above-mentioned pre-tax items | (2 | ) | 20 | |||||||||||||
Subtotal | 23 | 0.07 | 109 | 0.38 |
CONTACT:
Eastman Kodak Company
Media:
David
Lanzillo, 585-781-5481
david.lanzillo@kodak.com
or
Barbara
Pierce, 585-724-5036
barbara.pierce@kodak.com
Or
Investor
Relations:
Ann McCorvey, 585-724-5096
antoinette.mccorvey@kodak.com
or
Angela
Nash, 585-724-0982
angela.nash@kodak.com
Exhibit 99.2
FINANCIAL DISCUSSION DOCUMENT
For 2007, the Company had three reportable segments: Consumer Digital Imaging Group (CDG), Film Products Group (FPG), and Graphic Communications Group (GCG). Within each of the Company’s reportable segments are various components, or Strategic Product Groups (SPGs). Throughout the remainder of this document, references to the segments’ SPGs are indicated in italics. The balance of the Company’s continuing operations, which individually and in the aggregate do not meet the criteria of a reportable segment, are reported in All Other. “Traditional revenues” or “traditional net sales” refer to revenues from the sales of traditional products. “Digital revenues” or “digital net sales” refer to revenues from the sales of digital products.
2007 COMPARED WITH 2006
Fourth Quarter
RESULTS OF OPERATIONS – CONTINUING OPERATIONS
CONSOLIDATED
(in millions, except per share data) | Three Months Ended | ||||||||||||||||||||
December 31 | |||||||||||||||||||||
2007 |
% of |
2006 |
% of |
Increase / |
% |
||||||||||||||||
Digital net sales | $ | 2,262 | $ | 1,974 | $ | 288 | 15 | % | |||||||||||||
Traditional net sales | 951 | 1,117 | (166 | ) | -15 | % | |||||||||||||||
New technologies | 7 | 15 | (8 | ) | -53 | % | |||||||||||||||
Net sales | 3,220 | 3,106 | 114 | 4 | % | ||||||||||||||||
Cost of goods sold | 2,431 | 2,366 | 65 | 3 | % | ||||||||||||||||
Gross profit | 789 | 24.5 | % | 740 | 23.8 | % | 49 | 7 | % | ||||||||||||
Selling, general and administrative expenses | 522 | 16 | % | 474 | 15 | % | 48 | 10 | % | ||||||||||||
Research and development costs | 137 | 4 | % | 140 | 5 | % | (3 | ) | -2 | % | |||||||||||
Restructuring costs and other | 63 | 2 | % | 14 | 0 | % | 49 | 350 | % | ||||||||||||
Other operating expenses (income), net | (63 | ) | (22 | ) | (41 | ) | 186 | % | |||||||||||||
Earnings from continuing operations before interest, other income (charges), net and income taxes |
130 | 4 | % | 134 | 4 | % | (4 | ) | -3 | % | |||||||||||
Interest expense | 29 | 37 | (8 | ) | -22 | % | |||||||||||||||
Other income (charges), net | 8 | 14 | (6 | ) | -43 | % | |||||||||||||||
Earnings from continuing operations before income taxes
|
109 | 111 | (2 | ) | -2 | % | |||||||||||||||
Provision for income taxes | 17 | 126 | (109 | ) | -87 | % | |||||||||||||||
Earnings (loss) from continuing operations | 92 | 3 | % | (15 | ) | 0 | % | 107 | 713 | % | |||||||||||
Earnings from discontinued operations, net of income taxes | 123 | 4 | % | 31 | 1 | % | 92 | 297 | % | ||||||||||||
NET EARNINGS | $ | 215 | $ | 16 | $ | 199 | 1244 | % |
Three Months Ended | ||||||||||||
December 31 | Change vs. 2006 | |||||||||||
2007 Amount | Change vs. 2006 | Volume | Price/Mix | Foreign Exchange | Manufacturing and Other Costs | |||||||
Total net sales | $ 3,220 | 3.7% | 4.0% | -4.6% | 4.3% | 0.0% | ||||||
Gross profit margin | 24.5% | 0.7pp | 0.2pp | -6.6pp | 2.3pp | 4.8pp |
Worldwide Revenues
For the three months ended December 31, 2007, net sales increased as compared with the same period in 2006, as significant increases in digital revenues in both CDG and GCG were partially offset by industry-related volume declines in the traditional businesses within all three segments. In addition, foreign exchange resulted in a positive impact to net sales during the quarter. Volume increases were primarily driven by higher sales of digital cameras and the new digital picture frames category within CDG and digital prepress consumables within GCG, partially offset by volume declines within traditional SPGs and snapshot printing. Unfavorable price/mix was primarily driven by the impact associated with new and renewed film agreements in FPG and product portfolio changes in Digital Capture and Devices, partially offset by increased intellectual property royalties within CDG.
Gross Profit
Gross profit improved in the fourth quarter of 2007 in both dollars and as a percentage of sales, due largely to reduced manufacturing and other costs, as well as increased intellectual property royalties within CDG. In addition, foreign exchange was a positive contributor to gross profit as a result of the weak U.S. dollar. The decreases in manufacturing and other costs were driven by a combination of the impact of the Company's cost reduction initiatives, strategic manufacturing and supply chain initiatives within CDG, lower restructuring-related charges, and lower depreciation expense, partially offset by increased silver and aluminum costs. These increases to gross profit margins were partially offset by costs associated with the introduction of inkjet printers and unfavorable price/mix, which was primarily driven by product portfolio changes in Digital Capture and Devices within CDG, and the impact associated with new and renewed film agreements in FPG.
Included in gross profit for the quarter are new non-recurring licensing arrangements within Digital Capture and Devices, contributing approximately 5.2% of revenue to consolidated gross profit dollars in the current quarter, as compared with 4.0% of revenue to consolidated gross profit dollars for similar arrangements in the prior year quarter.
Selling, General and Administrative Expenses
The year-over-year increase in consolidated SG&A was primarily attributable to increased advertising costs related to Consumer Inkjet Systems within CDG.
Restructuring Costs and Other
These costs, as well as the restructuring-related costs reported in cost of goods sold, are discussed under "RESTRUCTURING COSTS AND OTHER" below.
Other Operating Expenses (Income), Net
This category includes gains and losses on sales of capital assets and certain asset impairment charges. The year-over-year change was largely driven by significant one-time gains on numerous sales of capital assets in the current year quarter of $116 million, partially offset by an impairment of an intangible asset of $46 million in connection with the Company’s plan to dispose of its stake in Lucky Film Co. Ltd.
Interest Expense
Lower interest expense was primarily due to lower debt levels resulting from the full payoff of the Company's Secured Term Debt in the second quarter of 2007, partially offset by higher interest rates in the current year quarter.
Other Income (Charges), Net
This category includes interest income, income and losses from equity investments, and foreign exchange gains and losses. The decrease compared with the prior year was primarily attributable to an impairment of an equity method investment, and current quarter losses on foreign exchange transactions. These decreases were partially offset by higher interest income due to higher year-over-year cash balances resulting from the proceeds on the sale of the Health Group, and higher interest rates.
Income Tax (Benefit) Provision
(dollars in millions) | Three Months Ended | |||||
December 31 | ||||||
2007 | 2006 | |||||
Earnings from continuing operations before income taxes |
$109 | $111 | ||||
Provision for income taxes | $17 | $126 | ||||
Effective tax rate | 15.6 | % | 113.5 | % | ||
Provision for income taxes @ 35% | $38 | $39 | ||||
Difference between tax at effective vs statutory rate | ($21 | ) | $87 |
For the three months ended December 31, 2007, the difference between the Company's recorded provision and the provision that would result from applying the U.S. statutory rate of 35.0% is primarily attributable to: (1) losses generated in certain jurisdictions outside the U.S., which were not benefited, (2) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., (3) a tax benefit of $20 million associated with valuation allowance releases in certain jurisdictions outside the U.S. , and (4) a tax provision of $18 million relating primarily to tax rate changes, impacts from ongoing tax audits with respect to open tax years and other property sales and impairments.
In accordance with SFAS No. 109, "Accounting for Income Taxes," the Company recorded a tax benefit in continuing operations associated with the realization of current year losses in certain jurisdictions where it has historically had a valuation allowance due to the recognition of the pre-tax gain in discontinued operations.
For the three months ended December 31, 2006, the difference between the recorded provision and the provision that would result from applying the U.S. statutory rate of 35.0% is primarily attributable to: (1) losses generated within the U.S. and in certain jurisdictions outside the U.S., which were not benefited, (2) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., (3) a tax provision of $38 million associated with restructuring costs and asset impairments, (4) discrete tax benefits of $13 million relating primarily to tax rate changes, impacts from ongoing tax audits with respect to open tax years, and other property sales gains/losses, and (5) a tax provision of $89 million associated with the establishment of valuation allowances in certain jurisdictions outside the U.S.
CONSUMER DIGITAL IMAGING GROUP
(dollars in millions) | Three Months Ended | ||||||||||||||||||
December 31 | |||||||||||||||||||
2007 |
% of |
2006 |
% of |
Increase / |
% |
||||||||||||||
Digital net sales | $ | 1,371 | $ | 1,175 | $ | 196 | 17 | % | |||||||||||
Traditional net sales | 359 | 420 | (61 | ) | -15 | % | |||||||||||||
Total net sales | 1,730 | 1,595 | 135 | 8 | % | ||||||||||||||
Cost of goods sold | 1,344 | 1,268 | 76 | 6 | % | ||||||||||||||
Gross profit | 386 | 22.3 | % | 327 | 20.5 | % | 59 | 18 | % | ||||||||||
Selling, general and administrative expenses | 246 | 14 | % | 196 | 12 | % | 50 | 26 | % | ||||||||||
Research and development costs | 64 | 4 | % | 68 | 4 | % | (4 | ) | -6 | % | |||||||||
Earnings from continuing operations before interest, other income (charges), net and income taxes |
$ | 76 | 4 | % | $ | 63 | 4 | % | $ | 13 | 21 | % |
Three Months Ended | ||||||||||||
December 31 | Change vs. 2006 | |||||||||||
2007 Amount | Change vs. 2006 | Volume | Price/Mix | Foreign Exchange | Manufacturing and Other Costs | |||||||
Total net sales | $ 1,730 | 8.5% | 9.4% | -4.4% | 3.5% | 0.0% | ||||||
Gross profit margin | 22.3% | 1.8pp | 0.4pp | -8.6pp | 2.3pp | 7.7pp |
Worldwide Revenues
The 8% sales growth in the quarter over the prior-year quarter was due to increases in the digital businesses, primarily driven by increased intellectual property royalties, volume increases in digital cameras, new digital picture frames, kiosk media, and inkjet printers. These increases were partially offset by volume declines in snapshot printing, the traditional portion of Retail Printing, and negative price/mix, due to product portfolio changes in digital cameras.
Net worldwide sales of Digital Capture and Devices, which includes consumer digital cameras, accessories, memory products, snapshot printers and related media, and intellectual property royalties, increased 17% in the fourth quarter of 2007 as compared with the prior year quarter, primarily reflecting higher digital camera volumes, sales of new digital picture frames, increased intellectual property royalties, and favorable exchange, partially offset by negative price/mix and lower snapshot printing volumes. For digital still cameras, Kodak remains in the top three market position on a worldwide basis year-to-date through November.
Retail Printing includes color negative paper, photochemicals, service and support, photofinishing services, and retail kiosks and related media. Net worldwide sales of Retail Printing decreased 9% in the fourth quarter of 2007 as compared with the prior year quarter, reflecting volume declines in the traditional portion of the business reflecting continuing industry volume declines, and negative price/mix in kiosks and related media, partially offset by favorable foreign exchange. These declines were partially offset by increased sales of kiosks and related media, which increased 6% from the prior year quarter.
Gross Profit
The increase in gross profit for CDG was primarily attributable to reductions in cost, increases in intellectual property royalties, favorable foreign exchange and increases in volume. The reductions in manufacturing and other costs were primarily driven by strategic manufacturing and supply chain initiatives to improve margins in Digital Capture and Devices. In addition, cost reductions were driven by the benefits of previous restructuring activities and lower depreciation expense, partially offset by adverse silver costs, and costs associated with the scaling of manufacturing and new product introduction activities in the Consumer Inkjet Systems business. The gross profit margin improvement was partially offset by unfavorable price/mix in Digital Capture and Devices products.
Included in gross profit for the quarter is the impact of new non-recurring licensing arrangements, which contributed approximately 9.7% of revenue to segment gross profit dollars in the current quarter, as compared with 7.7% of revenue to segment gross profit dollars for similar arrangements in the prior year quarter. These types of arrangements provide the Company with a return on portions of historical R&D investments and similar opportunities are expected to have a continuing impact on the results of operations.
Selling, General and Administrative Expenses
The increase in SG&A expenses for CDG was primarily driven by increased advertising expenses associated with the introduction of Consumer Inkjet Systems, partially offset by focused cost reduction initiatives and lower-cost go-to-market structure.
FILM PRODUCTS GROUP
(dollars in millions) | Three Months Ended | ||||||||||||||||||
December 31 | |||||||||||||||||||
2007 |
% of |
2006 |
% of |
Increase / |
% |
||||||||||||||
Total net sales | $ | 463 | $ | 559 | $ | (96 | ) | -17 | % | ||||||||||
Cost of goods sold | 326 | 361 | (35 | ) | -10 | % | |||||||||||||
Gross profit | 137 | 29.6 | % | 198 | 35.4 | % | (61 | ) | -31 | % | |||||||||
Selling, general and administrative expenses | 90 | 19 | % | 106 | 19 | % | (16 | ) | -15 | % | |||||||||
Research and development costs | 7 | 2 | % | 9 | 2 | % | (2 | ) | -22 | % | |||||||||
Earnings from continuing operations before interest, other income (charges), net and income taxes |
$ | 40 | 9 | % | $ | 83 | 15 | % | $ | (43 | ) | -52 | % |
Three Months Ended | ||||||||||||
December 31 | Change vs. 2006 | |||||||||||
2007 Amount | Change vs. 2006 | Volume | Price/Mix | Foreign Exchange | Manufacturing and Other Costs | |||||||
Total net sales | $ 463 | -17.2% | -13.4% | -7.5% | 3.7% | 0.0% | ||||||
Gross profit margin | 29.6% | -5.8pp | -0.5pp | -6.6pp | 3.1pp | -1.8pp |
Worldwide Revenues
The decrease in FPG worldwide net sales was comprised of: (1) lower volumes, which were in line with industry trends, and (2) declines related to negative price/mix associated with new and renewed film agreements, and geographic mix. These decreases were partially offset by favorable foreign exchange.
Net worldwide sales of Film Capture, including consumer roll film (35mm and APS film), one-time-use cameras (OTUC), professional films, and reloadable traditional film cameras, decreased 29% in the fourth quarter of 2007 as compared with the fourth quarter of 2006, primarily reflecting continuing industry volume declines and negative price/mix, partially offset by favorable exchange.
Net worldwide sales for Entertainment Imaging, which includes origination, intermediate, and print films, and digital systems and services for the entertainment industry, decreased 7% compared with the prior year, primarily reflecting negative price/mix and the initial effects of the writers’ strike, partially offset by foreign exchange effects.
Gross Profit
The decrease in FPG gross profit margin was primarily attributable to seasonal manufacturing slowdowns, unfavorable price/mix associated with the impact of new and renewed film agreements, volume declines in line with industry trends and the initial effects of the writers’ strike, and increased silver costs, partially offset by favorable foreign exchange.
Selling, General and Administrative Expenses
The decline in SG&A expenses for FPG was attributable to the concentrated efforts of the business to achieve target cost models.
GRAPHIC COMMUNICATIONS GROUP
(dollars in millions) | Three Months Ended | ||||||||||||||||||
December 31 | |||||||||||||||||||
2007 |
% of |
2006 |
% of |
Increase / |
% |
||||||||||||||
Digital net sales | $ | 891 | $ | 799 | $ | 92 | 12 | % | |||||||||||
Traditional net sales | 107 | 134 | (27 | ) | -20 | % | |||||||||||||
Total net sales | 998 | 933 | 65 | 7 | % | ||||||||||||||
Cost of goods sold | 729 | 663 | 66 | 10 | % | ||||||||||||||
Gross profit | 269 | 27.0 | % | 270 | 28.9 | % | (1 | ) | 0 | % | |||||||||
Selling, general and administrative expenses | 183 | 18 | % | 173 | 19 | % | 10 | 6 | % | ||||||||||
Research and development costs | 53 | 5 | % | 50 | 5 | % | 3 | 6 | % | ||||||||||
Earnings from continuing operations before interest, other income (charges), net and income taxes |
$ | 33 | 3 | % | $ | 47 | 5 | % | $ | (14 | ) | -30 | % |
Three Months Ended | ||||||||||||
December 31 | Change vs. 2006 | |||||||||||
2007 Amount | Change vs. 2006 | Volume | Price/Mix | Foreign Exchange | Manufacturing and Other Costs | |||||||
Total net sales | $ 998 | 7.0% | 4.0% | -3.2% | 6.2% | 0.0% | ||||||
Gross profit margin | 27.0% | -1.9pp | 0.3pp | -0.8pp | 1.3pp | -2.7pp |
Worldwide Revenues
Digital revenue growth in the quarter of 12% resulted in total revenue growth of 7% for GCG during the quarter, led by volume increases and favorable foreign exchange. Specifically, volume growth was driven by Prepress Solutions, Digital Printing Solutions, and Document Imaging. Within Prepress Solutions, volume growth in digital prepress consumables was partially offset by volume declines in traditional prepress consumables.
Net worldwide sales of Prepress Solutions, including consumables, prepress equipment and related services, increased 6%, primarily driven by increased sales of digital plates, equipment and services, partially offset by declines in sales of analog plates and graphics film.
Net worldwide sales of Document Imaging, which includes document scanners and services, media, and imaging services, increased 7% compared with the prior year quarter, driven by increased revenue in scanners. Volume of production scanners (high volume input scanners) continue to show strong growth in addition to increased participation in the distributed capture scanner market (desktop scanners).
Net worldwide sales of Digital Printing Solutions, including all continuous inkjet and electrophotographic equipment, consumables and service, increased 15%, primarily driven by strong sales in color electrophotography and continuous inkjet equipment and digital printing consumables. Color electrophotography page volume increased 34%. These improvements were partially offset by a decline in volume of black-and-white electrophotography.
Net worldwide sales of Enterprise Solutions, which includes workflow software and digital controller development, increased 9%, primarily attributable to the introduction of web-enabled solutions software and growth in the workflow software.
Gross Profit
The decrease in gross profit margin was primarily driven by increased manufacturing costs in Prepress Solutions associated with aluminum and silver. The unfavorable price/mix is largely related to the Document Imaging product portfolio shift to distributed capture scanners and to unfavorable price/mix in Inkjet Printing Solutions and the impact of a licensing settlement. These unfavorable items were partially offset by favorable foreign exchange and volume increases.
Selling, General and Administrative Expenses
The increase in SG&A expenses for GCG is largely attributable to increased investment in sales resources and unfavorable foreign exchange, partially offset by cost-reduction initiatives.
RESULTS OF OPERATIONS - DISCONTINUED OPERATIONS
On April 30, 2007, the Company sold all of the assets and business operations of its Health Group segment to Onex Healthcare Holdings, Inc. (“Onex”) (now known as Carestream Health, Inc.), a subsidiary of Onex Corporation, for up to $2.55 billion. The price was composed of $2.35 billion in cash at closing and $200 million in additional future payments if Onex achieves certain returns with respect to its investment. If Onex investors realize an internal rate of return in excess of 25% on their investment, the Company will receive payment equal to 25% of the excess return, up to $200 million.
The Company recognized a pre-tax gain of $980 million on the sale in the second quarter of 2007, and since that time recorded pre-tax true-up adjustments totaling $6 million, primarily related to pension settlements, for a total pre-tax gain on sale of the Health Group segment of $986 million. The pre-tax gain excludes the following: up to $200 million of potential future payments related to Onex's return on its investment as noted above; potential charges related to settling pension obligations with Onex in future periods; and any adjustments that may be made in the future that are currently under review.
The Company used a portion of the initial $2.35 billion cash proceeds to fully repay its approximately $1.15 billion of Secured Term Debt. About 8,100 employees of the Company associated with the Health Group transitioned to Carestream Health, Inc. as part of the transaction. Also included in the sale were manufacturing operations focused on the production of health imaging products, as well as an office building in Rochester, NY.
Upon authorization of the Company's Board of Directors on January 8, 2007, the Company met all the requirements of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," for accounting for the Health Group segment as a discontinued operation. As such, the Health Group business ceased depreciation and amortization of long-lived assets. In accordance with EITF No. 87-24, "Allocation of Interest to Discontinued Operations," the Company allocated certain interest expense on debt that was required to be repaid as a result of the sale. Interest expense allocated to discontinued operations totaled $23 million for the three months ended December 31, 2006.
On November 2, 2007, the Company sold all of its shares in Hermes Precisa Pty Limited (“HPA”), a majority owned subsidiary of Kodak Australasia Pty. Ltd., a wholly owned subsidiary of the Company, to Salmat Limited. HPA, a publicly traded Australian company, is a provider of outsourced services in business communication and data processes, and was previously reported in the GCG segment. Kodak received $139 million in cash at closing for its shares of HPA, and recognized a pre-tax gain on the sale of $123 million. This gain, as well as the results of operations of HPA through the date of sale, is reported as a component of discontinued operations in the current and prior periods.
RESTRUCTURING COSTS AND OTHER
The Company has undertaken a cost reduction program that was initially announced in January 2004. This program is referred to as the “2004–2007 Restructuring Program.” This program was expected to result in total charges of $1.3 billion to $1.7 billion over a three-year period ending in 2006, of which $700 million to $900 million related to severance, with the remainder relating to the disposal of buildings and equipment. Overall, Kodak's worldwide facility square footage was expected to be reduced by approximately one-third. Approximately 12,000 to 15,000 positions worldwide were expected to be eliminated through these actions primarily in global manufacturing, selected traditional businesses and corporate administration.
The Company subsequently expanded the program to extend into 2007 and increased the expected employment reductions to 28,000 to 30,000 positions and total charges to $3.6 billion to $3.8 billion. In the third quarter of 2007, the Company revised its expectations for total employment reductions in the range of 27,000 to 28,000 positions and total charges in the range of $3.4 billion to $3.6 billion. These new estimates reflected greater efficiencies in manufacturing infrastructure projects as well as the Company's ability to outsource or sell certain operations, which reduces involuntary severance charges.
The aforementioned 2004-2007 Restructuring Program underpins a dramatic transformation of the Company focused on two primary elements of cost restructuring: manufacturing infrastructure and operating expense rationalization. As this four-year effort progressed, the underlying business model necessarily evolved, requiring broader and more costly manufacturing infrastructure reductions (primarily non-cash charges) than originally anticipated, as well as similarly broader rationalization of selling, administrative and other business resources (primarily severance charges). In addition, the recent divestiture of the Health Group has further increased the amount of reductions necessary to appropriately scale the Corporate infrastructure.
The actual charges for initiatives under this program are recorded in the period in which the Company commits to formalized restructuring plans or executes the specific actions contemplated by the program and all criteria for restructuring charge recognition under the applicable accounting guidance have been met.
Restructuring Programs Summary |
The activity in the accrued restructuring balances and the non-cash charges incurred in relation to all of the Company's restructuring programs were as follows for the fourth quarter of 2007:
(in millions) |
Balance Sept. 30, 2007 |
Costs Incurred (1) |
Reversals |
Cash Payments (2) |
Non-cash Settlements |
Other Adjustments and Reclasses (3) |
Balance Dec. 31 2007 |
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2004-2007 Restructuring Program: | |||||||||||||||||||||||
Severance reserve | $ | 163 | $ | 17 | $ | - | $ | (60 | ) | $ | - | $ | 9 | $ | 129 | ||||||||
Exit costs reserve | 24 | 43 | - | (37 | ) | - | - | 30 | |||||||||||||||
Total reserve | $ | 187 | $ | 60 | $ | - | $ | (97 | ) | $ | - | $ | 9 | $ | 159 | ||||||||
Long-lived asset impairments and inventory write-downs |
$ | - | $ | 4 | $ | - | $ | - | $ | (4 | ) | $ | - | $ | - | ||||||||
Accelerated depreciation | $ | - | $ | 4 | $ | - | $ | - | $ | (4 | ) | $ | - | $ | - | ||||||||
Pre-2004 Restructuring Programs: | |||||||||||||||||||||||
Severance reserve | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||
Exit costs reserve | 6 | - | - | (1 | ) | - | - | 5 | |||||||||||||||
Total reserve | $ | 6 | $ | - | $ | - | $ | (1 | ) | $ | - | $ | - | $ | 5 | ||||||||
Total of all restructuring programs | $ | 193 | $ | 68 | $ | - | $ | (98 | ) | $ | (8 | ) | $ | 9 | $ | 164 |
(1) The $68 million of costs incurred in the fourth quarter include only continuing operations.
(2) During the three months ended December 31, 2007, the Company paid approximately $101 million related to restructuring. Of this total amount, $98 million was recorded against restructuring reserves, while $3 million was recorded against pension and other postretirement liabilities.
(3) The total restructuring charges of $68 million include pension and other postretirement charges and credits for curtailments, settlements and special termination benefits. However, because the impact of these charges and credits relate to the accounting for pensions and other postretirement benefits, the related impacts on the Consolidated Statement of Financial Position are reflected in their respective components as opposed to within the accrued restructuring balances at December 31, 2007. Accordingly, the Other Adjustments and Reclasses column of the table above includes reclassifications to Other long-term assets and Pension and other postretirement liabilities for the position elimination-related impacts on the Company's pension and other postretirement employee benefit plan arrangements, including net curtailment, settlement and special termination benefit gains (losses) of $6 million. Additionally, the Other Adjustments and Reclasses column of the table above includes foreign currency translation of $3 million.
The costs incurred which total $68 million for the three months ended December 31, 2007, include $4 million and $1 million of charges related to accelerated depreciation and inventory write-downs that were reported in cost of goods sold in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007. Of the remaining costs incurred, $63 million was reported as restructuring costs and other in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007. The severance costs and exit costs require the outlay of cash, while long-lived asset impairments, accelerated depreciation and inventory write-downs represent non-cash items.
2004-2007 Restructuring Program Activity |
The Company implemented certain actions under the program during the fourth quarter of 2007. As a result of these actions, the Company recorded charges of $68 million in the fourth quarter of 2007, which were composed of severance, long-lived asset impairments, exit costs, inventory write-downs, and accelerated depreciation of $17 million, $3 million, $43 million, $1 million, and $4 million, respectively. The severance costs related to the elimination of approximately 625 positions, including approximately 225 photofinishing, 150 manufacturing, 75 research and development and 175 administrative positions. The geographic composition of the positions to be eliminated includes approximately 450 in the United States and Canada and 175 throughout the rest of the world. The reduction of the 625 positions and the $68 million charges are reflected in the 2004-2007 Restructuring Program table below. The $3 million charge in the fourth quarter for long-lived asset impairments was included in restructuring costs and other in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007, respectively. The charges taken for inventory write-downs of $1 million were reported in cost of goods sold in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007.
As a result of initiatives implemented under the 2004-2007 Restructuring Program, the Company also recorded $4 million of accelerated depreciation on long-lived assets in cost of goods sold in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007. The accelerated depreciation relates to long-lived assets accounted for under the held and used model of SFAS No. 144. The total amount of $4 million relates to manufacturing facilities and equipment that will be used until their abandonment.
In April 2007, the Company entered into an agreement to sell its manufacturing site in Xiamen, China. This sale closed in the second quarter of 2007 and resulted in a non-cash charge of approximately $238 million. This action is part of the 2004-2007 Restructuring Program.
Under this program, on a life-to-date basis as of December 31, 2007, the Company has recorded charges of $3,397 million, which was composed of severance, long-lived asset impairments, exit costs, inventory write-downs and accelerated depreciation of $1,398 million, $620 million, $385 million, $80 million and $935 million, respectively, less reversals of $21 million. The severance costs related to the elimination of approximately 27,650 positions, including approximately 6,750 photofinishing, 13,125 manufacturing, 1,575 research and development and 6,200 administrative positions.
The following table summarizes the activity with respect to the charges recorded in connection with the focused cost reduction actions that the Company has committed to under the 2004-2007 Restructuring Program and the remaining balances in the related reserves at December 31, 2007:
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(dollars in millions) |
Number of |
Severance |
Exit |
Total |
Long-lived Asset |
Acceler-
ated |
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2004 charges - continuing operations | 8,975 | $ | 405 | $ | 95 | $ | 500 | $ | 156 | $ | 152 | ||||||||||||
2004 charges - discontinued operations | 650 | 13 | 4 | 17 | 1 | - | |||||||||||||||||
2004 reversals - continuing operations | - | (6 | ) | (1 | ) | (7 | ) | - | - | ||||||||||||||
2004 utilization | (5,175 | ) | (169 | ) | (47 | ) | (216 | ) | (157 | ) | (152 | ) | |||||||||||
2004 other adj. & reclasses | - | 24 | (15 | ) | 9 | - | - | ||||||||||||||||
Balance at 12/31/04 | 4,450 | 267 | 36 | 303 | - | - | |||||||||||||||||
2005 charges - continuing operations | 7,850 | 472 | 82 | 554 | 160 | 391 | |||||||||||||||||
2005 charges - discontinued operations | 275 | 25 | 2 | 27 | 1 | - | |||||||||||||||||
2005 reversals - continuing operations | - | (3 | ) | (6 | ) | (9 | ) | - | - | ||||||||||||||
2005 utilization | (10,225 | ) | (377 | ) | (95 | ) | (472 | ) | (161 | ) | (391 | ) | |||||||||||
2005 other adj. & reclasses | - | (113 | ) | 4 | (109 | ) | - | - | |||||||||||||||
Balance at 12/31/05 | 2,350 | 271 | 23 | 294 | - | - | |||||||||||||||||
2006 charges - continuing operations | 5,150 | 266 | 66 | 332 | 97 | 273 | |||||||||||||||||
2006 charges - discontinued operations | 475 | 52 | 3 | 55 | 3 | 12 | |||||||||||||||||
2006 reversals - continuing operations | - | (3 | ) | (1 | ) | (4 | ) | - | - | ||||||||||||||
2006 utilization | (5,700 | ) | (416 | ) | (67 | ) | (483 | ) | (100 | ) | (285 | ) | |||||||||||
2006 other adj. & reclasses | - | 58 | - | 58 | - | - | |||||||||||||||||
Balance at 12/31/06 | 2,275 | 228 | 24 | 252 | - | - | |||||||||||||||||
Q1 2007 charges - continuing operations | 1,075 | 53 | 22 | 75 | 11 | 65 | |||||||||||||||||
Q1 2007 charges - discontinued operations | 50 | 17 | - | 17 | - | - | |||||||||||||||||
Q1 2007 utilization | (1,000 | ) | (84 | ) | (20 | ) | (104 | ) | (11 | ) | (65 | ) | |||||||||||
Q1 2007 other adj. & reclasses | - | (18 | ) | - | (18 | ) | - | - | |||||||||||||||
Balance at 3/31/07 | 2,400 | 196 | 26 | 222 | - | - | |||||||||||||||||
Q2 2007 charges - continuing operations | 1,100 | 16 | 28 | 44 | 257 | 15 | |||||||||||||||||
Q2 2007 charges - discontinued operations | - | 3 | 2 | 5 | - | - | |||||||||||||||||
Q2 2007 utilization | (1,250 | ) | (83 | ) | (32 | ) | (115 | ) | (257 | ) | (15 | ) | |||||||||||
Q2 2007 other adj. & reclasses | - | 41 | - | 41 | - | - | |||||||||||||||||
Balance at 6/30/07 | 2,250 | 173 | 24 | 197 | - | - | |||||||||||||||||
Q3 2007 charges - continuing operations | 1,425 | 59 | 36 | 95 | 10 | 23 | |||||||||||||||||
Q3 2007 charges - discontinued operations | - | - | 2 | 2 | - | - | |||||||||||||||||
Q3 2007 reversals - continuing operations | - | (1 | ) | - | (1 | ) | - | - | |||||||||||||||
Q3 2007 utilization | (1,000 | ) | (62 | ) | (40 | ) | (102 | ) | (10 | ) | (23 | ) | |||||||||||
Q3 2007 other adj. & reclasses | - | (6 | ) | 2 | (4 | ) | - | - | |||||||||||||||
Balance at 9/30/07 | 2,675 | 163 | 24 | 187 | - | - | |||||||||||||||||
Q4 2007 charges - continuing operations | 625 | 17 | 43 | 60 | 4 | 4 | |||||||||||||||||
Q4 2007 charges - discontinued operations | - | - | - | - | - | ||||||||||||||||||
Q4 2007 reversals - continuing operations | - | - | - | - | - | - | |||||||||||||||||
Q4 2007 utilization | (1,700 | ) | (60 | ) | (37 | ) | (97 | ) | (4 | ) | (4 | ) | |||||||||||
Q4 2007 other adj. & reclasses | - | 9 | - | 9 | - | - | |||||||||||||||||
Balance at 12/31/07 | 1,600 | $ | 129 | $ | 30 | $ | 159 | $ | - | $ | - |
As a result of the initiatives already implemented under the 2004-2007 Restructuring Program, severance payments will be paid during periods through 2008 since, in many instances, the employees whose positions were eliminated can elect or are required to receive their payments over an extended period of time. Most exit costs were paid during 2007. However, certain costs, such as long-term lease payments, will be paid over periods after 2007.
The charges of $68 million recorded in the fourth quarter of 2007 included $1 million applicable to FPG, $14 million applicable to CDG, $25 million applicable to GCG, and $28 million that was applicable to manufacturing, research and development, and administrative functions, which are shared across all segments.
The restructuring actions implemented during the fourth quarter of 2007 under the 2004-2007 Restructuring Program are expected to generate future annual cost savings of approximately $62 million, including annual cash savings of $61 million. These cost savings began to be realized by the Company beginning in the fourth quarter of 2007, and the majority of these savings are expected to be realized by the end of 2008 as most of the actions and severance payouts are completed. These total cost savings are expected to reduce future cost of goods sold, SG&A, and R&D expenses by approximately $25 million, $29 million, and $8 million, respectively.
Based on all of the actions taken to date under the 2004-2007 Restructuring Program, the program is expected to generate annual cost savings of approximately $1,680 million, including annual cash savings of $1,605 million, as compared with pre-program levels. The Company began realizing these savings in the second quarter of 2004, and expects the savings to be fully realized by the end of 2008 as most of the actions and severance payouts are completed. These total cost savings are expected to reduce cost of goods sold, SG&A, and R&D expenses by approximately $1,051 million, $473 million, and $156 million, respectively.
The above savings estimates are based primarily on objective data related to the Company's severance actions. Savings resulting from facility closures and other non-severance actions that are more difficult to quantify are not included. The Company reaffirms its estimate of total annual cost savings including both employee-related costs and facility-related costs under the extended 2004-2007 Restructuring Program of $1.6 billion to $1.8 billion, as announced in July 2005, and does not expect the final annual cost savings to differ materially from this estimate.
CASH FLOW ACTIVITY |
The Company’s primary sources and uses of cash for the twelve month period ended December 31, 2007 included proceeds on the sale of the Health Group, earnings from continuing operations, adjusted for non-cash items of income and expense, debt payments, restructuring payments, capital additions, working capital needs, dividend payments and employee benefit plan payments/contributions.
Net cash provided by continuing operations from operating activities was $352 million for the twelve months ended December 31, 2007. The Company’s primary sources of cash from operating activities for the period are earnings from continuing operations, as adjusted for non-cash items of income and expense, which provided $652 million of operating cash in 2007, compared to $327 million in 2006. The Company’s other primary sources and uses of cash from operating activities include:
-- The decrease in pension and other postretirement liabilities due to settlement and curtailment activities related to restructuring; |
-- Recognition of deferred income on intellectual property arrangements; |
-- Decrease in restructuring liabilities driven by cash payments for severance benefits, partially offset by restructuring charges within the current year; |
-- The settlement of asset retirement obligations due to footprint reduction actions; |
-- These decreases were partially offset by an increase in trade accounts payable due to the Company's efforts to bring accounts payable metrics more in line with its peer group. |
Included in the uses of cash in operating activities discussed above were:
Net cash used in continuing operations in investing activities for the twelve months ended December 31, 2007 of $41 million includes capital additions of $259 million. The majority of this spending supports new products, manufacturing productivity and quality improvements, infrastructure improvements, equipment placements with customers, and ongoing environmental and safety initiatives. Proceeds from sales of businesses and assets in the period provided cash of $227 million.
Net cash provided by discontinued operations from investing activities was $2,449 million due to the proceeds received in connection with the sale of the Health Group business, and HPA business previously reported in GCG. The Company utilized a portion of this cash for the full repayment of the Secured Term Debt, as reflected in net cash used in financing activities in the period.
Net cash used in continuing operations in financing activities was $1,325 million, including the repayment of debt discussed above and dividends of $145 million.
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this report may be forward-looking in nature, or "forward-looking statements" as defined in the United States Private Securities Litigation Reform Act of 1995. For example, references to the Company's expectations for cost savings and cash savings from restructuring are forward-looking statements.
Actual results may differ from those expressed or implied in forward-looking statements. In addition, any forward-looking statements represent the Company's estimates only as of the date they are made, and should not be relied upon as representing the Company's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if its estimates change. The forward-looking statements contained in this report are subject to a number of factors and uncertainties, including the successful:
The forward-looking statements contained in this report are subject to the following additional risk factors:
Any forward-looking statements in this report should be evaluated in light of these important factors and uncertainties.
Eastman Kodak Company |
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CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED |
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Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31 | December 31 | |||||||||||||||
(in millions, except per share data) | 2007 | 2006 | 2007 | 2006 | ||||||||||||
Net sales | $ | 3,220 | $ | 3,106 | $ | 10,301 | $ | 10,568 | ||||||||
Cost of goods sold | 2,431 | 2,366 | 7,785 | 8,159 | ||||||||||||
Gross profit | 789 | 740 | 2,516 | 2,409 | ||||||||||||
Selling, general and administrative expenses | 522 | 474 | 1,764 | 1,950 | ||||||||||||
Research and development costs | 137 | 140 | 535 | 578 | ||||||||||||
Restructuring costs and other | 63 | 14 | 543 | 416 | ||||||||||||
Other operating expenses (income), net | (63 | ) | (22 | ) | (96 | ) | (59 | ) | ||||||||
Earnings (loss) from continuing operations before interest, other income (charges), net and income taxes |
130 | 134 | (230 | ) | (476 | ) | ||||||||||
Interest expense | 29 | 37 | 113 | 172 | ||||||||||||
Other income (charges), net | 8 | 14 | 87 | 65 | ||||||||||||
Earnings (loss) from continuing operations before income taxes |
109 | 111 | (256 | ) | (583 | ) | ||||||||||
Provision (benefit) for income taxes | 17 | 126 | (51 | ) | 221 | |||||||||||
Earnings (loss) from continuing operations | 92 | (15 | ) | (205 | ) | (804 | ) | |||||||||
Earnings from discontinued operations, net of income taxes | 123 | 31 | 881 | 203 | ||||||||||||
NET EARNINGS (LOSS) | $ | 215 | $ | 16 | $ | 676 | $ | (601 | ) | |||||||
Basic net earnings (loss) per share: | ||||||||||||||||
Continuing operations | $ | 0.32 | $ | (0.05 | ) | $ | (0.71 | ) | $ | (2.80 | ) | |||||
Discontinued operations | 0.43 | 0.11 | 3.06 | 0.71 | ||||||||||||
Total | $ | 0.75 | $ | 0.06 | $ | 2.35 | $ | (2.09 | ) | |||||||
Diluted net earnings (loss) per share: | ||||||||||||||||
Continuing operations | $ | 0.31 | $ | (0.05 | ) | $ | (0.71 | ) | $ | (2.80 | ) | |||||
Discontinued operations | 0.40 | 0.11 | 3.06 | 0.71 | ||||||||||||
Total | $ | 0.71 | $ | 0.06 | $ | 2.35 | $ | (2.09 | ) | |||||||
Number of common shares used in basic net earnings (loss) per share
|
288.0 | 287.3 | 287.7 | 287.3 | ||||||||||||
Incremental shares from assumed conversion of options | 0.4 | - | - | - | ||||||||||||
Convertible debt shares | 18.6 | - | - | - | ||||||||||||
Number of common shares used in diluted net earnings (loss) per share |
307.0 | 287.3 | 287.7 | 287.3 |
Eastman Kodak Company | |||||||
CONSOLIDATED STATEMENT OF FINANCIAL POSITION - UNAUDITED | |||||||
(in millions, except share and per share data) | At December 31, | ||||||
2007 | 2006 | ||||||
ASSETS | |||||||
CURRENT ASSETS | |||||||
Cash and cash equivalents | $ | 2,947 | $ | 1,469 | |||
Receivables, net | 1,939 | 2,072 | |||||
Inventories, net | 943 | 1,001 | |||||
Deferred income taxes | 120 | 108 | |||||
Other current assets | 104 | 96 | |||||
Assets of discontinued operations | - | 811 | |||||
Total current assets | 6,053 | 5,557 | |||||
Property, plant and equipment, net | 1,811 | 2,602 | |||||
Goodwill | 1,657 | 1,584 | |||||
Other long-term assets | 4,138 | 3,509 | |||||
Assets of discontinued operations | - | 1,068 | |||||
TOTAL ASSETS | $ | 13,659 | $ | 14,320 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
CURRENT LIABILITIES | |||||||
Accounts payable and other current liabilities | $ | 3,794 | $ | 3,712 | |||
Short-term borrowings | 308 | 64 | |||||
Accrued income and other taxes | 344 | 347 | |||||
Liabilities of discontinued operations | - | 431 | |||||
Total current liabilities | 4,446 | 4,554 | |||||
Long-term debt, net of current portion | 1,289 | 2,714 | |||||
Pension and other postretirement liabilities | 3,444 | 3,934 | |||||
Other long-term liabilities | 1,451 | 1,690 | |||||
Liabilities of discontinued operations | - | 40 | |||||
Total liabilities | 10,630 | 12,932 | |||||
Commitments and Contingencies (Note 11) | |||||||
SHAREHOLDERS’ EQUITY | |||||||
Common stock, $2.50 par value, 950,000,000 shares authorized; 391,292,760 shares issued as of December 31, 2007 and 2006; 287,999,830 and 287,333,123 shares outstanding as of December 31, 2007 and 2006 |
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978 | 978 | ||||||
Additional paid in capital | 889 | 881 | |||||
Retained earnings | 6,474 | 5,967 | |||||
Accumulated other comprehensive income (loss) | 452 | (635 | ) | ||||
8,793 | 7,191 | ||||||
Treasury stock, at cost 103,292,930 shares as of December 31, 2007 and 103,959,637 shares as of December 31, 2006 |
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5,764 | 5,803 | ||||||
Total shareholders’ equity | 3,029 | 1,388 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 13,659 | $ | 14,320 |
Eastman Kodak Company | ||||||||
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED | ||||||||
Twelve Months Ended |
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December 31 |
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2007 |
2006 |
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Cash flows from operating activities: | ||||||||
Net earnings (loss) | $ | 676 | $ | (601 | ) | |||
Adjustments to reconcile to net cash provided by operating activities: | ||||||||
Earnings from discontinued operations, net of income taxes | (881 | ) | (203 | ) | ||||
Depreciation and amortization | 785 | 1,195 | ||||||
Gain on sales of businesses/assets | (157 | ) | (65 | ) | ||||
Non-cash restructuring costs, asset impairments and other charges | 336 | 138 | ||||||
Benefit for deferred income taxes | (107 | ) | (137 | ) | ||||
Decrease in receivables | 161 | 163 | ||||||
Decrease in inventories | 108 | 292 | ||||||
(Decrease) increase in liabilities excluding borrowings | (463 | ) | 122 | |||||
Other items, net | (106 | ) | (219 | ) | ||||
Total adjustments | (324 | ) | 1,286 | |||||
Net cash provided by continuing operations | 352 | 685 | ||||||
Net cash (used in) provided by discontinued operations | (37 | ) | 271 | |||||
Net cash provided by operating activities | 315 | 956 | ||||||
Cash flows from investing activities: | ||||||||
Additions to properties | (259 | ) | (335 | ) | ||||
Net proceeds from sales of businesses/assets | 227 | 178 | ||||||
Acquisitions, net of cash acquired | (2 | ) | (3 | ) | ||||
Investments in unconsolidated affiliates | - | (19 | ) | |||||
Marketable securities - sales | 166 | 133 | ||||||
Marketable securities - purchases | (173 | ) | (135 | ) | ||||
Net cash used in continuing operations | (41 | ) | (181 | ) | ||||
Net cash provided by (used in) discontinued operations | 2,449 | (44 | ) | |||||
Net cash provided by (used in) investing activities | 2,408 | (225 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings | 177 | 765 | ||||||
Repayment of borrowings | (1,363 | ) | (1,568 | ) | ||||
Dividends to shareholders | (145 | ) | (144 | ) | ||||
Exercise of employee stock options | 6 | - | ||||||
Net cash used in continuing operations | (1,325 | ) | (947 | ) | ||||
Net cash provided by discontinued operations | 44 | - | ||||||
Net cash used in financing activities | (1,281 | ) | (947 | ) | ||||
Effect of exchange rate changes on cash | 36 | 20 | ||||||
Net increase (decrease) in cash and cash equivalents | 1,478 | (196 | ) | |||||
Cash and cash equivalents, beginning of year | 1,469 | 1,665 | ||||||
Cash and cash equivalents, end of year | $ | 2,947 | $ | 1,469 |
Net Sales from Continuing Operations by Reportable Segment and All Other - Unaudited | |||||||||||||||||||
(in millions) | Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||
Foreign |
Foreign |
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2007 |
2006 |
Change |
Impact* |
2007 |
2006 |
Change |
Impact* |
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Consumer Digital Imaging Group | |||||||||||||||||||
Inside the U.S. | $ | 1,027 | $ | 995 | 3 | % | 0 | % | $ | 2,525 | $ | 2,564 | -2 | % | 0 | % | |||
Outside the U.S. | 703 | 600 | +17 | +9 | 2,106 | 2,147 | -2 | +5 | |||||||||||
Total Consumer Digital Imaging Group | 1,730 | 1,595 | +8 | +4 | 4,631 | 4,711 | -2 | +2 | |||||||||||
Film Products Group | |||||||||||||||||||
Inside the U.S. | 93 | 155 | -40 | 0 | 458 | 657 | -30 | 0 | |||||||||||
Outside the U.S. | 370 | 404 | -8 | +5 | 1,510 | 1,655 | -9 | +4 | |||||||||||
Total Film Products Group | 463 | 559 | -17 | +4 | 1,968 | 2,312 | -15 | +3 | |||||||||||
Graphic Commun-ications Group |
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Inside the U.S. | 303 | 307 | -1 | 0 | 1,190 | 1,248 | -5 | 0 | |||||||||||
Outside the U.S. | 695 | 626 | +11 | +9 | 2,400 | 2,229 | +8 | +6 | |||||||||||
Total Graphic Commun-ications Group |
998 | 933 | +7 | +6 | 3,590 | 3,477 | +3 | +4 | |||||||||||
All Other | |||||||||||||||||||
Inside the U.S. | 22 | 13 | +69 | 0 | 81 | 50 | +62 | 0 | |||||||||||
Outside the U.S. | 7 | 6 | +17 | 0 | 31 | 18 | +72 | 0 | |||||||||||
Total All Other | 29 | 19 | +53 | 0 | 112 | 68 | +65 | 0 | |||||||||||
Consolidated | |||||||||||||||||||
Inside the U.S. | 1,445 | 1,470 | -2 | 0 | 4,254 | 4,519 | -6 | 0 | |||||||||||
Outside the U.S. | 1,775 | 1,636 | +8 | +8 | 6,047 | 6,049 | -0 | +5 | |||||||||||
Consolidated Total | $ | 3,220 | $ | 3,106 | 4 | % | +4 | % | $ | 10,301 | $ | 10,568 | -3 | % | +3 | % | |||
* Represents the percentage point change in segment net sales for the period that is attributable to foreign currency fluctuations |
Earnings (Loss) from Continuing Operations Before Interest, Other Income (Charges), Net and Income Taxes - Unaudited | ||||||||||||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||||||||||||
(in millions) | December 31, | December 31, | ||||||||||||||||||||
2007 | 2006 | Change | 2007 | 2006 | Change | |||||||||||||||||
Consumer Digital Imaging Group | $ | 76 | $ | 63 | 21 | % | $ | (92 | ) | $ | (240 | ) | -62 | % | ||||||||
Film Products Group | 40 | 83 | -52 | 369 | 368 | +0 | ||||||||||||||||
Graphic Communications Group | 33 | 47 | -30 | 116 | 100 | +16 | ||||||||||||||||
All Other | (19 | ) | (10 | ) | -90 | (50 | ) | (67 | ) | +25 | ||||||||||||
Total of segments | 130 | 183 | -29 | 343 | 161 | +113 | ||||||||||||||||
Restructuring costs and other | (68 | ) | (77 | ) | (662 | ) | (698 | ) | ||||||||||||||
Other operating income (expenses), net | 63 | 22 | 96 | 59 | ||||||||||||||||||
Legal reserve/settlement | - | 6 | - | 2 | ||||||||||||||||||
Foreign contingencies | 5 | - | (7 | ) | - | |||||||||||||||||
Interest expense | (29 | ) | (37 | ) | (113 | ) | (172 | ) | ||||||||||||||
Other income (charges), net | 8 | 14 | 87 | 65 | ||||||||||||||||||
Consolidated earnings (loss) from continuing operations before income taxes |
$ | 109 | $ | 111 | -2 | % | $ | (256 | ) | $ | (583 | ) | +56 | % |