Edgar Filing: EASTMAN KODAK CO

mar1120088-k_recast.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 14, 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 Office) (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 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))

ITEM 7.01 Regulation FD Disclosure.

Eastman Kodak Company (the Company) realigned its operations and changed its corporate segment reporting structure effective January 1, 2008, as disclosed in the Company’s 2007 Annual Report on Form 10-K. In conjunction with this change, the Film Products Group (FPG) has been renamed the Film, Photofinishing, and Entertainment Group (FPEG), and certain strategic product groups previously included in the Consumer Digital Imaging Group (CDG), Graphic Communications Group (GCG), and All Other have become part of FPEG. The purpose of this change in structure is to align the Company’s reporting structure to the way in which the Company began managing its business effective January 1, 2008. The most significant changes (the transfer of photographic paper and chemicals, and photofinishing services to FPEG from CDG, and the transfer of the graphic arts film business from GCG to FPEG) reflect the common traditional technology and infrastructure associated with manufacturing and supply chain for all FPEG products. The following indicates the changes from the 2007 reporting structure to the new reporting structure:

Consumer Digital Imaging Group Segment (CDG): This segment no longer includes photographic paper and chemicals, and photofinishing services.

Film, Photofinishing, and Entertainment Group (FPEG): The Film, Photofinishing, and Entertainment Group includes photographic paper and chemicals, and photofinishing services, formerly part of CDG, and graphic arts film, formerly part of GCG. Additionally, supply and tolling agreements with Carestream Health, Inc. and other third parties have moved from All Other to this segment.

Graphic Communications Group Segment (GCG): The graphic arts film business has moved from GCG to FPEG.

All Other: During 2007, the Company sold its Light Management Films business, which was formerly part of All Other. Additionally, supply and tolling agreements with Carestream Health, Inc. and other third parties have moved from All Other to FPEG.

In conjunction with the aforementioned change in reporting structure, the Company also changed its methodology for allocating corporate costs to its reporting segments. This change impacts cost of goods sold, selling, general, and administrative costs, and research and development costs by segment and for the total company. Segment earnings measures have been revised for these changes. The changes have no impact on total earnings of the Company.

Accounting principles generally accepted in the United States of America require that when a company changes its reportable segments, financial statements for prior periods must be reported on a comparable basis using the new segment reporting structure. The purpose of this Form 8-K is to present, for informational purposes, the quarterly results of operations for 2007, and the full years 2007 and 2006, reflective of the changes referred to above.

In addition, the sale of the Company’s shares in Hermes Precisa Pty. Ltd. (“HPA”) closed on November 2, 2007. Beginning in the fourth quarter of 2007, the Company reported the results of operations of HPA as a discontinued operation. HPA was formerly reported within the Company’s Graphic Communications Group segment. The information included in this Form 8-K includes revisions to present HPA as a discontinued operation in each of the preceding quarters of 2007.

The results of operations presented in this Form 8-K for the three months ended March 31, 2007, the three and six months ended June 30, 2007, the three and nine months ended September 30, 2007, and the three months (on a condensed basis) ended December 31, 2007 will be reported in the Company’s Form 10-Q for the first quarter of 2008, the Form 10-Q for the second quarter of 2008, the Form 10-Q for the third quarter of 2008, and the 2008 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 for the full years ended December 31, 2007 and 2006 will be reported in the 2008 Form 10-K, when it is filed with the Securities and Exchange Commission.

Eastman Kodak Company
Consolidated Operating Results (Unaudited)
(in millions, except per share data)
	For the
	Three Months Ended
	March 31, 2007

	As
	Originally
	Filed (1)			Revised

Net sales	$	2,119		$	2,080
Cost of goods sold		1,690			1,652
Gross profit		429			428
Selling, general and administrative expenses		395			394
Research and development costs		137			141
Restructuring costs and other		85			85
Other operating (income) expenses, net		-			(6	)
Loss from continuing operations before interest, other income (charges), net and income taxes		(188	)		(186	)
Interest expense		25			25
Other income (charges), net		23			18
Loss from continuing operations before income taxes		(190	)		(193	)
Benefit for income taxes		(16	)		(18	)
Loss from continuing operations		(174	)		(175	)
Earnings from discontinued operations, net of income taxes		23			24
NET LOSS	$	(151	)	$	(151	)


Basic and diluted net (loss) earnings per share:
Continuing operations	$	(0.61	)	$	(0.61	)
Discontinued operations		0.08			0.08

Total	$	(0.53	)	$	(0.53	)

(1) As originally filed in the Company’s first quarter 2007 Form 10-Q. Includes the results of operations of HPA in continuing operations, which was reclassified to discontinued operations in the fourth quarter of 2007. Also presents gains and losses on sales of capital assets and certain asset impairments in other income (charges), net, which were reclassified to other operating (income) expenses, net in the second quarter of 2007.

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, 2007						June 30, 2007

	As						As
	Originally						Originally
	Filed (2)			Revised			Filed (2)			Revised

Net sales	$	2,510		$	2,468		$	4,629		$	4,548
Cost of goods sold		1,864			1,824			3,554			3,476
Gross profit		646			644			1,075			1,072
Selling, general and administrative expenses		437			435			832			829
Research and development costs		132			136			269			277
Restructuring costs and other		295			295			380			380
Other operating (income) expenses, net		(33	)		(33	)		(39	)		(39	)
Loss from continuing operations before interest, other income (charges), net and income taxes		(185	)		(189	)		(367	)		(375	)
Interest expense		31			31			56			56
Other income (charges), net		21			23			38			41
Loss from continuing operations before income taxes		(195	)		(197	)		(385	)		(390	)
Benefit for income taxes		(43	)		(43	)		(59	)		(61	)
Loss from continuing operations		(152	)		(154	)		(326	)		(329	)
Earnings from discontinued operations, net of income taxes		727			729			750			753
NET EARNINGS	$	575		$	575		$	424		$	424


Basic and diluted net (loss) earnings per share:
Continuing operations	$	(0.53	)	$	(0.53	)	$	(1.14	)	$	(1.14	)
Discontinued operations		2.53			2.53			2.61			2.61

Total	$	2.00		$	2.00		$	1.47		$	1.47

(2) As originally filed in the Company’s second quarter 2007 Form 10-Q. Includes the results of operations of HPA in continuing operations, which was reclassified to discontinued operations in the fourth quarter of 2007.

Eastman Kodak Company
Consolidated Operating Results (Unaudited)
(in millions, except per share data)
	For the						For the
	Three Months Ended						Nine Months Ended
	September 30, 2007						September 30, 2007

	As						As
	Originally						Originally
	Filed (3)			Revised			Filed (3)			Revised

Net sales	$	2,581		$	2,533		$	7,210		$	7,081
Cost of goods sold		1,899			1,856			5,453			5,332
Gross profit		682			677			1,757			1,749
Selling, general and administrative expenses		427			424			1,259			1,253
Research and development costs		129			132			398			409
Restructuring costs and other		100			100			480			480
Other operating (income) expenses, net		6			6			(33	)		(33	)
Earnings (loss) from continuing operations before interest, other income (charges), net and income taxes		20			15			(347	)		(360	)
Interest expense		28			28			84			84
Other income (charges), net		37			38			75			79
Earnings (loss) from continuing operations before income taxes		29			25			(356	)		(365	)
Benefit for income taxes		(5	)		(7	)		(64	)		(68	)
Earnings (loss) from continuing operations		34			32			(292	)		(297	)
Earnings from discontinued operations, net of income taxes		3			5			753			758
NET EARNINGS	$	37		$	37		$	461		$	461


Basic and diluted net earnings (loss) per share:
Continuing operations	$	0.12		$	0.11		$	(1.02	)	$	(1.03	)
Discontinued operations		0.01			0.02			2.62			2.63

Total	$	0.13		$	0.13		$	1.60		$	1.60

(3) As originally filed in the Company’s third quarter 2007 Form 10-Q. Includes the results of operations of HPA in continuing operations, which was reclassified to discontinued operations in the fourth quarter of 2007.

Eastman Kodak Company
Consolidated Operating Results
(in millions, except per share data)
	For the						For the
	Three Months Ended						Twelve Months Ended
	December 31, 2007						December 31, 2007
	As
	Originally						As
	Filed			Revised			Originally			Revised
	(Unaudited)			(Unaudited)			Filed			(Unaudited)

Net sales	$	3,220		$	3,220		$	10,301		$	10,301
Cost of goods sold		2,431			2,425			7,785			7,757
Gross profit		789			795			2,516			2,544
Selling, general and administrative expenses		522			525			1,764			1,778
Research and development costs		137			140			535			549
Restructuring costs and other		63			63			543			543
Other operating (income) expenses, net		(63	)		(63	)		(96	)		(96	)
Earnings (loss) from continuing operations before interest, other income (charges), net and income taxes		130			130			(230	)		(230	)
Interest expense		29			29			113			113
Other income (charges), net		8			8			87			87
Earnings (loss) from continuing operations before income taxes		109			109			(256	)		(256	)
Provision (benefit) for income taxes		17			17			(51	)		(51	)
Earnings (loss) from continuing operations		92			92			(205	)		(205	)
Earnings from discontinued operations, net of income taxes		123			123			881			881
NET EARNINGS	$	215		$	215		$	676		$	676


Basic net earnings (loss) per share:
Continuing operations	$	0.32		$	0.32		$	(0.71	)	$	(0.71	)
Discontinued operations		0.43			0.43			3.06			3.06

Total	$	0.75		$	0.75		$	2.35		$	2.35

Diluted net earnings (loss) per share:
Continuing operations	$	0.31		$	0.31		$	(0.71	)	$	(0.71	)
Discontinued operations		0.40			0.40			3.06			3.06

Total	$	0.71		$	0.71		$	2.35		$	2.35

Eastman Kodak Company
Consolidated Operating Results
(in millions, except per share data)
	For the
	Twelve Months Ended
	December 31, 2006

	As
	Originally			Revised
	Filed (4)			(Unaudited)

Net sales	$	10,568		$	10,568
Cost of goods sold		8,159			8,122
Gross profit		2,409			2,446
Selling, general and administrative expenses		1,950			1,969
Research and development costs		578			596
Restructuring costs and other		416			416
Other operating (income) expenses, net		(59	)		(59	)
Loss from continuing operations before interest, other income (charges), net and income taxes		(476	)		(476	)
Interest expense		172			172
Other income (charges), net		65			65
Loss from continuing operations before income taxes		(583	)		(583	)
Provision for income taxes		221			221
Loss from continuing operations		(804	)		(804	)
Earnings from discontinued operations, net of income taxes		203			203
NET LOSS	$	(601	)	$	(601	)


Basic and diluted net (loss) earnings per share:
Continuing operations	$	(2.80	)	$	(2.80	)
Discontinued operations		0.71			0.71

Total	$	(2.09	)	$	(2.09	)

(4) Represents the Company's Statement of Operations as filed in the Company's Annual Report on Form 10-K for the year ended December 31, 2007.

Eastman Kodak Company
Segment Results (Unaudited)
(in millions)
	For the
	Three Months Ended
	March 31, 2007

	As
	Originally
	Filed (5)			Revised

Net sales:
Consumer Digital Imaging Group (CDG)	$	778		$	462
Film, Photofinishing, and Entertainment Group * (FPEG)		458			830
Graphic Communications Group (GCG)		864			783
All Other		19			5
Consolidated total	$	2,119		$	2,080

(Loss) earnings from continuing operations before interest, other income (charges), net and income taxes:
Consumer Digital Imaging Group (CDG)	$	(114	)	$	(75	)
Film, Photofinishing, and Entertainment Group * (FPEG)		74			30
Graphic Communications Group (GCG)		16			9
All Other		(13	)		(5	)
Total of segments	$	(37	)	$	(41	)
Restructuring costs and other		(151	)		(151	)
Other operating income (expenses), net		-			6
Interest expense		(25	)		(25	)
Other income (charges), net		23			18
Loss from continuing operations before income taxes	$	(190	)	$	(193	)

* Formerly Film Products Group

(5) As originally filed in the Company’s first quarter 2007 Form 10-Q. Includes the results of operations of HPA in GCG continuing operations, which was reclassified to discontinued operations in the fourth quarter of 2007. Also presents gains and losses on sales of capital assets and certain asset impairments in other income (charges), net, which were reclassified to other operating (income) expenses, net in the second quarter of 2007.

Eastman Kodak Company
Segment Results (Unaudited)
(in millions)
	For the						For the
	Three Months Ended						Six Months Ended
	June 30, 2007						June 30, 2007

	As						As
	Originally						Originally
	Filed (6)			Revised			Filed (6)			Revised

Net sales:
Consumer Digital Imaging Group (CDG)	$	1,000		$	647		$	1,778		$	1,109
Film, Photofinishing, and Entertainment Group * (FPEG)		559			980			1,017			1,810
Graphic Communications Group (GCG)		929			840			1,793			1,623
All Other		22			1			41			6
Consolidated total	$	2,510		$	2,468		$	4,629		$	4,548

(Loss) earnings from continuing operations before interest, other income (charges), net and income taxes:
Consumer Digital Imaging Group (CDG)	$	(64	)	$	(51	)	$	(178	)	$	(126	)
Film, Photofinishing, and Entertainment Group * (FPEG)		133			121			207			151
Graphic Communications Group (GCG)		37			29			53			38
All Other		(8	)		(5	)		(21	)		(10	)
Total of segments	$	98		$	94		$	61		$	53
Restructuring costs and other		(316	)		(316	)		(467	)		(467	)
Other operating income (expenses), net		33			33			39			39
Interest expense		(31	)		(31	)		(56	)		(56	)
Other income (charges), net		21			23			38			41
Loss from continuing operations before income taxes	$	(195	)	$	(197	)	$	(385	)	$	(390	)

* Formerly Film Products Group

(6) As originally filed in the Company’s second quarter 2007 Form 10-Q. Includes the results of operations of HPA in GCG continuing operations, which was reclassified to discontinued operations in the fourth quarter of 2007.

Eastman Kodak Company
Segment Results (Unaudited)
(in millions)
	For the						For the
	Three Months Ended						Nine Months Ended
	September 30, 2007						September 30, 2007

	As						As
	Originally						Originally
	Filed (7)			Revised			Filed (7)			Revised

Net sales:
Consumer Digital Imaging Group (CDG)	$	1,123		$	766		$	2,901		$	1,875
Film, Photofinishing, and Entertainment Group * (FPEG)		488			928			1,505			2,738
Graphic Communications Group (GCG)		928			837			2,721			2,460
All Other		42			2			83			8
Consolidated total	$	2,581		$	2,533		$	7,210		$	7,081

Earnings (loss) from continuing operations before interest, other income (charges), net and income taxes:
Consumer Digital Imaging Group (CDG)	$	10		$	18		$	(168	)	$	(108	)
Film, Photofinishing, and Entertainment Group * (FPEG)		122			113			329			264
Graphic Communications Group (GCG)		42			36			95			74
All Other		(9	)		(7	)		(30	)		(17	)
Total of segments	$	165		$	160		$	226		$	213
Restructuring costs and other		(127	)		(127	)		(594	)		(594	)
Other operating income (expenses), net		(6	)		(6	)		33			33
Adjustments to contingencies and legal reserves/(settlements)		(12	)		(12	)		(12	)		(12	)
Interest expense		(28	)		(28	)		(84	)		(84	)
Other income (charges), net		37			38			75			79
Earnings (loss) from continuing operations before income taxes	$	29		$	25		$	(356	)	$	(365	)

* Formerly Film Products Group

(7) As originally filed in the Company’s third quarter 2007 Form 10-Q. Includes the results of operations of HPA in GCG continuing operations, which was reclassified to Discontinued Operations in the fourth quarter of 2007.

Eastman Kodak Company
Segment Results
(in millions)
	For the						For the
	Three Months Ended						Twelve Months Ended
	December 31, 2007						December 31, 2007
	As
	Originally						As
	Filed			Revised			Originally			Revised
	(Unaudited)			(Unaudited)			Filed			(Unaudited)

Net sales:
Consumer Digital Imaging Group (CDG)	$	1,730		$	1,372		$	4,631		$	3,247
Film, Photofinishing, and Entertainment Group * (FPEG)		463			894			1,968			3,632
Graphic Communications Group (GCG)		998			953			3,590			3,413
All Other		29			1			112			9
Consolidated total	$	3,220		$	3,220		$	10,301		$	10,301

Earnings (loss) from continuing operations before interest, other income (charges), net and income taxes:
Consumer Digital Imaging Group (CDG)	$	76		$	91		$	(92	)	$	(17	)
Film, Photofinishing, and Entertainment Group * (FPEG)		40			17			369			281
Graphic Communications Group (GCG)		33			30			116			104
All Other		(19	)		(8	)		(50	)		(25	)
Total of segments	$	130		$	130		$	343		$	343
Restructuring costs and other		(68	)		(68	)		(662	)		(662	)
Other operating income (expenses), net		63			63			96			96
Adjustments to contingencies and legal reserves/(settlements)		5			5			(7	)		(7	)
Interest expense		(29	)		(29	)		(113	)		(113	)
Other income (charges), net		8			8			87			87
Earnings (loss) from continuing operations before income taxes	$	109		$	109		$	(256	)	$	(256	)

* Formerly Film Products Group

Eastman Kodak Company
Segment Results
(in millions)
	For the
	Twelve Months Ended
	December 31, 2006

	As
	Originally			Revised
	Filed (8)			(Unaudited)

Net sales:
Consumer Digital Imaging Group (CDG)	$	4,711		$	3,013
Film, Photofinishing, and Entertainment Group * (FPEG)		2,312			4,254
Graphic Communications Group (GCG)		3,477			3,287
All Other		68			14
Consolidated total	$	10,568		$	10,568

(Loss) earnings from continuing operations before interest, other income (charges), net and income taxes:
Consumer Digital Imaging Group (CDG)	$	(240	)	$	(206	)
Film, Photofinishing, and Entertainment Group * (FPEG)		368			319
Graphic Communications Group (GCG)		100			70
All Other		(67	)		(22	)
Total of segments	$	161		$	161
Restructuring costs and other		(698	)		(698	)
Other operating income (expenses), net		59			59
Adjustments to contingencies and legal reserves/(settlements)		2			2
Interest expense		(172	)		(172	)
Other income (charges), net		65			65
Loss from continuing operations before income taxes	$	(583	)	$	(583	)

* Formerly Film Products Group

(8) Represents the Company's Statement of Operations as filed in the Annual Report on Form 10-K for the year ended December 31, 2007.

Supplemental Information (as revised)

Eastman Kodak Company
Consumer Digital Imaging Group (Unaudited)

	For the Three Months Ended										For the Twelve Months Ended

(dollars in millions)	March 31,			June 30,			September 30,		December 31,		December 31,			December 31,
	2007			2007			2007		2007		2007			2006

Net sales	$	462		$	647		$	766	$	1,372	$	3,247		$	3,013
Cost of goods sold		364			504			538		1,013		2,419			2,373
Gross profit		98			143			228		359		828			640
Selling, general and administrative expenses		111			133			148		203		595			556
Research and development costs		62			61			62		65		250			290
(Loss) earnings from continuing operations before interest, other income (charges), net and income taxes	$	(75	)	$	(51	)	$	18	$	91	$	(17	)	$	(206	)

Eastman Kodak Company
Film, Photofinishing, and Entertainment Group (Unaudited)

	For the Three Months Ended								For the Twelve Months Ended

(dollars in millions)	March 31,		June 30,		September 30,		December 31,		December 31,		December 31,
	2007		2007		2007		2007		2007		2006

Net sales	$	830	$	980	$	928	$	894	$	3,632	$	4,254
Cost of goods sold		657		706		682		726		2,771		3,203
Gross profit		173		274		246		168		861		1,051
Selling, general and administrative expenses		125		137		120		138		520		656
Research and development costs		18		16		13		13		60		76
Earnings from continuing operations before interest, other income (charges), net and income taxes	$	30	$	121	$	113	$	17	$	281	$	319

Eastman Kodak Company
Graphics Communications Group (Unaudited)

	For the Three Months Ended								For the Twelve Months Ended

(dollars in millions)	March 31,		June 30,		September 30,		December 31,		December 31,		December 31,
	2007		2007		2007		2007		2007		2006

Net sales	$	783	$	840	$	837	$	953	$	3,413	$	3,287
Cost of goods sold		564		593		596		685		2,438		2,261
Gross profit		219		247		241		268		975		1,026
Selling, general and administrative expenses		156		165		153		183		657		747
Research and development costs		54		53		52		55		214		209
Earnings from continuing operations before interest, other income (charges), net and income taxes	$	9	$	29	$	36	$	30	$	104	$	70

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

Chief Accounting Officer and Controller

Date: March 14, 2008