1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 27, 2007
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
----------------------------------------------------------------------
(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 Securities
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))
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Amendment No. 1
On June 27, 2007, Eastman Kodak Company ("Kodak") furnished a Current
Report on Form 8-K under Item 7.01 to report, for informational
purposes, the results of operations reflecting the realignment of
Kodak's segment structure and presenting the Health Group as a
discontinued operation. The information by segment provided in that
Form 8-K for the year ended December 31, 2005 did not accurately reflect
the reallocation of certain operating and administrative costs resulting
from the change in segment structure. Accordingly, this Amendment No. 1
on Form 8-K/A is being furnished to correct the segment information for
the year ended December 31, 2005 (see page 10). This Form 8-K/A
supersedes the Form 8-K furnished on June 27, 2007 and replaces it in
its entirety. All other information provided in this amendment remains
unchanged from the information previously furnished.
ITEM 7.01 Regulation FD Disclosure.
Eastman Kodak Company (the Company) realigned its operations effective
January 1, 2007, and changed its corporate segment reporting structure
beginning with the first quarter of 2007, as disclosed in the Company's
first quarter 2007 Form 10-Q.
In addition, on April 30, 2007, the Company completed the sale of its
Health Group to an affiliate of Onex Corporation, as reported in the
Company's Form 8-K filed on May 4, 2007.
Accounting Principles Generally Accepted in the United States of
America require that when a company changes its reportable segments or
when a component of an entity, such as the Health Group, has been
reported as a discontinued operation, financial statements for prior
periods must be reported on a comparable basis using the new segment
reporting structure or presenting the financial results of the
component in discontinued operations.
As a result of these requirements, the prior period comparable
information for the first quarter of 2006 included in the Company's
first quarter 2007 Form 10-Q was reported: (1) using the new reportable
segment structure, and (2) presenting the Health Group as a
discontinued operation. The purpose of this Form 8-K/A is to present,
for informational purposes, the results of operations for the second,
third, and fourth quarters of 2006, and full year 2006 and 2005,
reflective of the changes referred to above.
The results of operations presented in this Form 8-K/A for the three
and six months ended June 30, 2006, the three and nine months ended
September 30, 2006, and the three months (on a condensed basis) ended
December 31, 2006 will be reported in the Company's Form 10-Q for the
second quarter of 2007, the Form 10-Q for the third quarter of 2007,
and the 2007 Form 10-K, respectively, when these Forms are filed with
the Securities and Exchange Commission. The results of operations
presented in this Form 8-K/A for the full years ended December 31, 2006
and 2005 will be reported in the 2007 Form 10-K, when it is filed with
the Securities and Exchange Commission.
3
Eastman Kodak Company
Consolidated Operating Results (Unaudited)
(in millions, except per share data)
For the For the
Three Months Ended Six Months Ended
June 30, 2006 June 30, 2006
-------------------- --------------------
As As
Originally Originally
Filed Revised Filed Revised
---------- -------- ---------- --------
Net sales $3,360 $2,688 $6,249 $4,980
Cost of goods sold 2,551 2,113 4,762 3,936
------ ------ ------ ------
Gross profit 809 575 1,487 1,044
Selling, general
and administrative
expenses 620 518 1,229 1,025
Research and development
costs 187 152 370 300
Restructuring costs and
other 169 156 314 294
------ ------ ------ ------
Loss from continuing
operations before
interest, other income
(charges),net and
income taxes (167) (251) (426) (575)
Interest expense 66 43 128 84
Other income
(charges), net 2 - 28 27
------ ------ ------ ------
Loss from continuing
operations before income
taxes (231) (294) (526) (632)
Provision
for income taxes 51 61 54 69
------ ------ ------ ------
Loss from continuing
operations (282) (355) (580) (701)
Earnings from discontinued
operations, net of
income taxes - 73 - 121
------ ------ ------ ------
Net loss $ (282) $ (282) $ (580) $ (580)
====== ====== ====== ======
Basic and diluted net (loss)
earnings per share:
Continuing operations $ (.98) $(1.24) $(2.02) $(2.44)
Discontinued operations - .26 - .42
------ ------ ------ ------
Total $ (.98) $ (.98) $(2.02) $(2.02)
====== ====== ====== ======
4
Eastman Kodak Company
Consolidated Operating Results (Unaudited) (continued)
(in millions, except per share data)
For the For the
Three Months Ended Nine Months Ended
September 30, 2006 September 30, 2006
-------------------- --------------------
As As
Originally Originally
Filed Revised Filed Revised
---------- -------- ---------- --------
Net sales $3,204 $2,595 $9,453 $7,575
Cost of goods sold 2,330 1,944 7,092 5,880
------ ------ ------ ------
Gross profit 874 651 2,361 1,695
Selling, general
and administrative
expenses 565 464 1,794 1,489
Research and development
costs 170 138 540 438
Restructuring costs and
other 137 108 451 402
------ ------ ------ ------
Earnings (loss) from
continuing operations
before interest,
other income (charges),
net and income taxes 2 (59) (424) (634)
Interest expense 74 51 202 135
Other income
(charges), net 54 57 82 84
------ ------ ------ ------
Loss from continuing
operations before income
taxes (18) (53) (544) (685)
Provision
for income taxes 19 30 73 99
------ ------ ------ ------
Loss from continuing
operations (37) (83) (617) (784)
Earnings from discontinued
operations, net of
income taxes - 46 - 167
------ ------ ------ ------
Net loss $ (37) $ (37) $ (617) $ (617)
====== ====== ====== ======
Basic and diluted net (loss)
earnings per share:
Continuing operations $ (.13) $ (.29) $(2.15) $(2.73)
Discontinued operations - .16 - .58
------ ------ ------ ------
Total $ (.13) $ (.13) $(2.15) $(2.15)
====== ====== ====== ======
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Eastman Kodak Company
Consolidated Operating Results (continued)
(in millions, except per share data)
For the For the
Three Months Ended Twelve Months Ended
December 31, 2006 December 31, 2006
-------------------- --------------------
As As
Originally Originally
Filed Revised Filed Revised
(Unaudited)(Unaudited) (Unaudited)
---------- -------- ---------- --------
Net sales $3,821 $3,148 $13,274 $10,723
Cost of goods sold 2,814 2,398 9,906 8,278
------ ------ ------ ------
Gross profit 1,007 750 3,368 2,445
Selling, general
and administrative
expenses 595 479 2,389 1,968
Research and development
costs 170 140 710 578
Restructuring costs and
other 20 14 471 416
------ ------ ------ ------
Earnings (loss) from
continuing operations
before interest,
other income (charges),net
and income taxes 222 117 (202) (517)
Interest expense 60 37 262 172
Other income (charges), net 36 34 118 118
------ ------ ------ ------
Earnings (loss) from
continuing operations
before income taxes 198 114 (346) (571)
Provision for
income taxes 181 127 254 226
------ ------ ------ ------
Earnings (loss) from
continuing operations 17 (13) (600) (797)
(Loss) earnings from
discontinued operations,
net of income taxes (1) 29 (1) 196
------ ------ ------ ------
Net earnings (loss) $ 16 $ 16 $ (601) $ (601)
====== ====== ====== ======
Basic and diluted net
earnings (loss) per share:
Continuing operations $ .06 $ (.05) $(2.09) $(2.77)
Discontinued operations - .11 - .68
------ ------ ------ ------
Total $ .06 $ .06 $(2.09) $(2.09)
====== ====== ====== ======
6
Eastman Kodak Company
Consolidated Operating Results (continued)
(in millions, except per share data)
For the
Twelve Months Ended
December 31, 2005
--------------------
As
Originally Revised
Filed (Unaudited)
---------- --------
Net sales $14,268 $11,560
Cost of goods sold 10,650 8,992
------- -------
Gross profit 3,618 2,568
Selling, general and administrative expenses 2,668 2,258
Research and development costs 892 739
Restructuring costs and other 690 665
------- -------
Loss from continuing operations before interest,
other income (charges),net and income taxes (632) (1,094)
Interest expense 211 139
Other income (charges), net 44 37
------- -------
Loss from continuing operations before income taxes (799) (1,196)
Provision for income taxes 555 455
------- -------
Loss from continuing operations (1,354) (1,651)
Earnings from discontinued operations,
net of income taxes 150 445
Loss from cumulative effect of accounting change,
net of income taxes (57) (55)
------- -------
Net loss $(1,261) $(1,261)
======= =======
Basic and diluted net (loss)
earnings per share:
Continuing operations $ (4.70) $ (5.73)
Discontinued operations .52 1.54
Cumulative effect of accounting change (.20) (.19)
------- -------
Total $ (4.38) $ (4.38)
======= =======
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Eastman Kodak Company
Segment Results (Unaudited)
(in millions)
For the For the
Three Months Ended Six Months Ended
June 30, 2006 June 30, 2006
-------------------- --------------------
As As
Originally Originally
Filed Revised Filed Revised
---------- -------- ---------- --------
Net sales:
Consumer Digital
Imaging Group (CDG) $ 628 $1,105 $1,126 $2,007
Film Products Group* (FPG) 1,153 660 2,069 1,160
Graphic Communications
Group (GCG) 908 908 1,778 1,778
Health Group (HG) 655 - 1,240 -
All Other 16 15 36 35
------ ------ ------ ------
Consolidated total $3,360 $2,688 $6,249 $4,980
====== ====== ====== ======
Earnings (loss) from continuing operations before interest,
other income (charges), net and income taxes:
Consumer Digital
Imaging Group (CDG) $ (79) $ (133) $ (173) $ (300)
Film Products Group* (FPG) 113 119 142 170
Graphic Communications
Group (GCG) 22 16 53 40
Health Group (HG) 78 - 124 -
All Other (51) (25) (94) (41)
------ ------ ------ ------
Total of segments 83 (23) 52 (131)
Restructuring costs
and other (246) (224) (474) (440)
Legal settlement (4) (4) (4) (4)
Interest expense (66) (43) (128) (84)
Other income (charges), net 2 - 28 27
------ ------ ------ ------
Consolidated loss from
continuing operations
before income taxes $ (231) $ (294) $ (526) $ (632)
====== ====== ====== ======
* formerly Film and Photofinishing Systems Group
8
Eastman Kodak Company
Segment Results (Unaudited)(continued)
(in millions)
For the For the
Three Months Ended Nine Months Ended
September 30, 2006 September 30, 2006
-------------------- --------------------
As As
Originally Originally
Filed Revised Filed Revised
---------- -------- ---------- --------
Net sales:
Consumer Digital
Imaging Group (CDG) $ 640 $1,109 $1,766 $3,116
Film Products Group* (FPG) 1,074 593 3,143 1,753
Graphic Communications
Group (GCG) 880 880 2,658 2,658
Health Group (HG) 597 - 1,837 -
All Other 13 13 49 48
------ ------ ------ ------
Consolidated total $3,204 $2,595 $9,453 $7,575
====== ====== ====== ======
Earnings (loss) from continuing operations before interest,
other income (charges), net and income taxes:
Consumer Digital
Imaging Group (CDG) $ 24 $ (3) $ (149) $ (303)
Film Products Group* (FPG) 139 115 281 285
Graphic Communications
Group (GCG) 31 26 84 66
Health Group (HG) 68 - 192 -
All Other (48) (16) (142) (57)
------ ------ ------ ------
Total of segments 214 122 266 (9)
Restructuring costs
and other (212) (181) (686) (621)
Legal settlement - - (4) (4)
Interest expense (74) (51) (202) (135)
Other income (charges), net 54 57 82 84
------ ------ ------ ------
Consolidated loss from
continuing operations
before income taxes $ (18) $ (53) $ (544) $ (685)
====== ====== ====== ======
* formerly Film and Photofinishing Systems Group
9
Eastman Kodak Company
Segment Results (continued)
(in millions)
For the For the
Three Months Ended Twelve Months Ended
December 31, 2006 December 31, 2006
-------------------- --------------------
As As
Originally Originally
Filed Revised Filed Revised
(Unaudited)(Unaudited) (Unaudited)
---------- -------- ---------- --------
Net sales:
Consumer Digital
Imaging Group (CDG) $1,154 $1,595 $2,920 $4,711
Film Products Group* (FPG) 1,013 559 4,156 2,312
Graphic Communications
Group (GCG) 974 974 3,632 3,632
Health Group (HG) 660 - 2,497 -
All Other 20 20 69 68
------ ------ ------ ------
Consolidated total $3,821 $3,148 $13,274 $10,723
====== ====== ====== ======
Earnings (loss) from continuing operations before interest,
other income (charges), net and income taxes:
Consumer Digital
Imaging Group (CDG) $ 150 $ 63 $ 1 $ (240)
Film Products Group* (FPG) 77 83 358 368
Graphic Communications
Group (GCG) 57 51 141 117
Health Group (HG) 86 - 278 -
All Other (72) (9) (214) (66)
------ ------ ------ ------
Total of segments 298 188 564 179
Restructuring costs
and other (82) (77) (768) (698)
Legal settlement 6 6 2 2
Interest expense (60) (37) (262) (172)
Other income (charges), net 36 34 118 118
------ ------ ------ ------
Consolidated earnings (loss)
from continuing operations
before income taxes $ 198 $ 114 $ (346) $ (571)
====== ====== ====== ======
* formerly Film and Photofinishing Systems Group
10
Eastman Kodak Company
Segment Results (continued)
(in millions)
For the
Twelve Months Ended
December 31, 2005
--------------------
As
Originally Revised
Filed (Unaudited)
---------- ---------
Net sales:
Consumer Digital
Imaging Group (CDG) $3,215 $5,646
Film Products Group* (FPG) 5,325 2,841
Graphic Communications
Group (GCG) 2,990 2,990
Health Group (HG) 2,655 -
All Other 83 83
------- -------
Consolidated total $14,268 $11,560
======= =======
Earnings (loss) from continuing operations before interest,
other income (charges), net and income taxes:
Consumer Digital
Imaging Group (CDG) $ (131) $ (374)
Film Products Group* (FPG) 540 573
Graphic Communications
Group (GCG) (41) (53)
Health Group (HG) 370 -
All Other (231) (127)
------ ------
Total of segments 507 19
Restructuring costs
and other (1,118) (1,092)
Legal settlement (21) (21)
Interest expense (211) (139)
Other income (charges), net 44 37
------ ------
Consolidated loss from
continuing operations
before income taxes $ (799) $(1,196)
====== ======
* formerly Film and Photofinishing Systems Group
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Diane E. Wilfong
--------------------------
Diane E. Wilfong
Controller
Date: July 6, 2007