SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 31, 2006
Eastman Kodak Company
(Exact name of registrant as specified in charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the 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
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On January 31, 2006, Eastman Kodak Company issued a press release, which
provided updated information relating to its fourth quarter 2005
earnings announcement and related investor presentation on January 30,
2006. In its fourth quarter 2005 earnings announcement and related
investor presentation on January 30, 2006, Eastman Kodak Company
provided 2006 digital revenue growth and digital earnings projections,
which it reconciled to the most directly comparable GAAP financial
measures in the related attached appendices. Those reconciliations were
subsequently determined to have included errors. The corrected
reconciliations were included in the January 31, 2006 press release,
which is attached as Exhibit 99.1 to this report.
Within the attached press release, the Company makes reference to certain
non-GAAP financial measures including projected 2006 "Digital revenue
growth" and projected 2006 "Digital earnings" 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 results of operations are as follows:
Digital revenue growth / Digital earnings - In the Company's earnings
release for the second quarter of 2005 that was issued on July 20, 2005,
the Company indicated that, due to the ongoing digital transformation,
management would view the Company's performance based on the following
three key metrics: digital revenue growth, digital earnings growth and
the generation of cash. These three key metrics were reemphasized in the
Company's investor presentation on September 28, 2005 and in the
Company's January 30, 2006 earnings release for the fourth quarter of
2005. 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
basis, as the Company undergoes this digital transformation.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
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Exhibit 99.1 Press release issued January 31, Furnished with
2006 which corrects certain this document
previously provided GAAP
reconciliation items
SIGNATURES
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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/ Richard G. Brown, Jr.
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Name: Richard G. Brown, Jr.
Title: Controller
Date: February 1, 2006
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press release issued January 31, 2006 which corrects certain
previously provided GAAP reconciliation items
Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo 585-781-5481 david.lanzillo@kodak.com
Investor Relations Contacts:
Don Flick 585-724-4352 donald.flick@kodak.com
Patty Yahn-Urlaub 585-724-4683 patty.yahn-urlaub@kodak.com
Kodak Corrects Previously Provided GAAP Reconciliation Items
ROCHESTER, N.Y., Jan. 31 - In its fourth quarter 2005 earnings
announcement and related investor presentation on January 30, 2006,
Eastman Kodak Company (NYSE:EK) provided certain 2006 digital financial
projections, which it reconciled to the most directly comparable GAAP
financial measures in the related attached appendices. Those
reconciliations are now understood to have included errors.
The corrected information is below:
Digital Revenue Growth
The Digital Revenue Growth information provided to investors is
presented on a stand-alone basis. Because of the presentation of this
amount on a stand-alone basis, this Digital Revenue Growth information
represents a non-GAAP measure. The table below reconciles Digital
Revenue Growth to Total Company Revenue Growth, which is the most
directly comparable GAAP measure:
2004 2005 2005 2006
Actual Actual Pro Forma Plan
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Digital Revenue Growth,
as presented 39% 40% 45% 16%-22%
Traditional Revenue Decline* (11)% (18)% (18)% (22)%-(16)%
New Technologies Revenue
Growth* 37% 17% 24% *
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Total Company Revenue Growth 5% 6% 6% (2)%-4%
* Traditional Revenue Decline includes New Technologies
Projected Digital Earnings (2006 Digital Earnings Outlook)
The following table reconciles Projected Digital Earnings for 2006, as
presented, to the most directly comparable GAAP measure of total
consolidated loss from continuing operations before interest, other
income (charges), net and income taxes (loss from operations) (dollar
amounts in millions):
Projected Digital Earnings, as presented $350-$450
Traditional Earnings, New Technologies Earnings
and Restructuring Costs (1,200)-(950)
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Loss from operations $ (850)-$(500)
2006 Outlook
Additionally, in its fourth quarter 2005 earnings announcement, the
company indicated that it expected to increase 2006 digital earnings to
a range of $350 million to $450 million. As a result of the corrections
noted above, the company expects 2006 total loss from operations, which
is the most directly comparable GAAP financial measure, in the range of
a negative $500 million to a negative $850 million.
Safe Harbor Statement:
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 expectations for the Company's earnings, revenue, revenue
growth, and cash are forward-looking statements.
Actual results may differ from those expressed or implied in forward-
looking statements. In addition, any forward-looking statements
represent our estimates only as of the date they are made, and should
not be relied upon as representing our estimates as of any subsequent
date. While we may elect to update forward-looking statements at some
point in the future, we specifically disclaim any obligation to do so,
even if our estimates change. The forward-looking statements contained
in this press release are subject to a number of factors and
uncertainties, including the successful:
- Implementation of our digital growth and profitability strategies,
business model, and cash plan;
- Implementation of a changed segment structure;
- Implementation of our cost reduction program, including asset
rationalization and monetization, reduction in sales, general and
administrative costs and personnel reductions;
- Implementation of, and performance under, our debt management
program;
- Implementation of product strategies (including category
expansion, digitization, organic light emitting diode (OLED)
displays, and digital products);
- Implementation of intellectual property licensing and other
strategies;
- Development and implementation of e-commerce strategies;
- Completion of information systems upgrades, including SAP, our
enterprise system software;
- Completion of various portfolio actions;
- Reduction of inventories;
- Integration of newly acquired businesses;
- Improvement in manufacturing productivity and techniques;
- Improvement in receivables performance;
- Reduction in capital expenditures;
- Improvement in supply chain efficiency and management of sourcing
relationships;
- Implementation of our strategies designed to address the decline
in our traditional businesses; and
- Performance of our business in emerging markets like China, India,
Brazil, Mexico and Russia;
Forward-looking statements contained in this press release are subject
to the following additional risk factors:
- Inherent unpredictability of currency fluctuations and raw
material costs;
- Competitive actions, including pricing;
- Changes in our debt credit ratings and our ability to access
capital markets;
- The nature and pace of technology evolution, including the
traditional-to-digital transformation;
- Continuing customer consolidation and buying power;
- Current and future proposed changes to accounting rules and to tax
laws, as well as other factors which could adversely impact our
effective tax rate in the future;
- General economic, business, geopolitical, regulatory and public
health conditions;
- Market growth predictions; and
- Other factors and uncertainties disclosed from time to time in our
filings with the Securities and Exchange Commission;
Any forward-looking statements in this press release should be evaluated
in light of these important factors and uncertainties.
For additional information about Kodak, visit: www.kodak.com
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2006