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): July 20, 2005
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 July 20, 2005, Eastman Kodak Company issued a press release and a
supplemental financial discussion document describing its financial results for
its second fiscal quarter ended June 30, 2005. 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 second quarter 2005 press release and financial discussion
document, the Company makes reference to certain non-GAAP financial measures
including "Earnings from continuing operations, excluding non-operational
items", "Earnings from operations, excluding non-operational items", "Earnings
from continuing operations, excluding the impact of the non-operational net
charges", "Earnings per share, excluding non-operational items", "Free cash
flow", "Operating cash flow" and "Investable cash flow", which have directly
comparable GAAP financial measures, and to certain calculations that are based
on non-GAAP financial measures, including "Days sales outstanding" and "Days
supply in inventory." 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 and quarter-sequential 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:
Earnings from continuing operations, excluding non-operational items/Earnings
from operations, excluding non-operational items/Earnings from continuing
operations, excluding the impact of the non-operational net charges/Earnings per
share, excluding non-operational items - The Company's management believes that
the presentation of earnings from continuing operations, excluding
non-operational items/earnings from operations, excluding non-operational
items/earnings from continuing operations, excluding the impact of the
non-operational net charges/ earnings per share, excluding non-operational
items, are important additional measures of performance that can be used for
comparing results between reporting periods. These operating measures represent
the principle internal measures of performance, and form the basis of internal
management performance expectations and certain incentive compensation.
Free cash flow / Operating cash flow / Investable cash flow - The Company
believes that the presentation of free cash flow, operating cash flow and
investable cash flow is useful information to investors as they facilitate 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, dividends, and funded capital expenditures, acquisitions and investments.
The free cash flow measure equals net cash provided by continuing operations, as
determined under Generally Accepted Accounting Principles in the U.S. (U.S.
GAAP) minus capital expenditures. The operating cash flow measure equals free
cash flow plus proceeds from the sale of assets, minus acquisitions, debt
assumed in acquisitions, investments in unconsolidated affiliates, and
dividends. The investable cash flow measure equals operating cash flow excluding
the impact of acquisitions and debt assumed in acquisitions, and forms the basis
of internal management performance expectations 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.
Days sales outstanding (DSO) - The Company believes that the presentation of a
DSO result that includes the impact of reclassifying rebates as an offset to
receivables is useful information to investors, as this calculation is more
reflective of the Company's receivables performance and cash collection efforts
due to the fact that most customers reduce their actual cash payment to the
Company by the amount of rebates owed to them.
Days supply in inventory (DSI) - The Company believes that the presentation of a
DSI result that is based on inventory before the LIFO reserve is useful
information to investors, as this calculation is more reflective of the
Company's actual inventory turns due to the fact that the inventory values in
the calculation are based on current cost. The Company also believes that the
presentation of a DSI result that is based on a cost of goods sold amount that
excludes certain manufacturing-related costs that are considered to be unusual,
or that occur infrequently, is useful information to investors, as it is more
reflective of the Company's actual inventory performance.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
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Exhibit 99.1 Press release issued July 20, 2005 Furnished with
regarding financial results for the this document
second quarter of 2005
Exhibit 99.2 Financial discussion document issued Furnished with
July 20, 2005 regarding financial this document
results for the second quarter of 2005
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: July 20, 2005
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press release issued July 20, 2005 regarding financial results for the
second quarter 2005
99.2 Financial discussion document issued July 20, 2005 regarding financial
results for the second quarter 2005