UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: EASTMAN KODAK COMPANY
Former name if applicable:
Address of principal executive office: 343 State Street
City, state and zip code: Rochester, NY 14650
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[ ] (a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
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[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-
CSR, or portion thereof, will be filed on or before the 15th
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could
not be filed within the prescribed time period:
Eastman Kodak Company reported yesterday that the accounting review
announced on January 26, 2005 is nearing completion. As a result, the
Company also announced that it will report revised results for the
fourth quarter of 2004, and will restate results for the first three
quarters of 2004 and the quarters and full year of 2003. The decision
to restate was approved yesterday by the Audit Committee of the
Company's Board of Directors, following consultation with management and
discussion with the Company's independent registered public accounting
firm, PricewaterhouseCoopers LLP.
Because of the restatements, the Company will be unable to file its
Annual Report on Form 10-K for 2004 by March 16, 2005. The Company
intends to file its Form 10-K for 2004 by March 31, 2005.
The restatements reflect accounting errors related to income taxes,
accruals for pensions and other post-retirement benefits, as well as
other miscellaneous items that were immaterial in the aggregate. The
income tax accounting issues in aggregate are expected to reduce 2004
earnings by approximately $21 million, or 7 cents per share, on the
basis of Generally Accepted Accounting Principles (GAAP). The pension
and other post-retirement accounting issues will result in a pre-tax
charge to 2004 earnings of approximately $29 million, or approximately 6
cents per share on a GAAP basis.
The Company now expects that its 2004 GAAP earnings will be in the range
of $2.05 to $2.15 per share, versus $2.16 per share reported on January
26, 2005. For 2003, GAAP earnings are expected to be in the range of
$0.75 to $0.85 per share versus $0.92 per share reported previously.
(Attach extra sheets if needed)
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Richard G. Brown, Jr. (585) 724-4000
---------------------------- ---------- -----------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[X] Yes [ ] No
(If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.)
Significant changes in the results of operations were disclosed in
the Company's earnings release, dated January 26, 2005, as modified
by Part III above and the Company's Form 8-K filed on March 17,
2005.
EASTMAN KODAK COMPANY
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 17, 2005 By: /s/ Richard G. Brown, Jr.
-----------------------------
Name: Richard G. Brown, Jr.
Title: Controller