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): May 4, 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 May 4, 2006, Eastman Kodak Company issued a press release describing its
financial results for its first fiscal quarter ended March 31, 2006. A copy of
the press release is attached to this report as Exhibit 99.1.
Within the Company's first quarter 2006 press release, the Company makes
reference to certain non-GAAP financial measures including "Digital revenue",
"Digital revenue growth", "Digital earnings", "Digital earnings by segment",
"Free cash flow", "Operating cash flow", and "Investable cash flow", 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 financial condition, results of operations and cash flows are
as follows:
Digital revenue / Digital revenue growth / Digital earnings / Digital earnings
by segment - 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 attached
earnings release for the first quarter of 2006. 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 and
quarter-sequential basis, as the Company undergoes this digital transformation.
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 it facilitates 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, capital expenditures, acquisitions and investments. The free
cash flow measure equals net cash provided by operating activities from
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 (it is one
of the Company's three key metrics) 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.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits
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Exhibit 99.1 Press release issued May 4, 2006 Furnished with
regarding financial results this document
for the first quarter of 2006
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: May 4, 2006
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press release issued May 4, 2006 regarding financial results
for the first quarter of 2006