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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, 2007
Eastman Kodak Company
(Exact name of registrant as specified in its 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 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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ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers
Eastman Kodak Company announced today the establishment of a Chief
Operating Office, a move designed to enable the streamlining of its senior
management and enhance operational effectiveness as the necessary next step
in the Company's digital transformation. Under this new structure:
- Antonio M. Perez, Chairman of the Board and Chief Executive Officer
(CEO), Eastman Kodak Company, retains responsibility for setting
strategy, driving the overall operating performance of the Company,
and managing broad issues of corporate governance. Perez will delegate
certain responsibilities to the Chief Operating Office, specifically
those associated with achieving reductions in selling, general and
administrative expenses and leveraging on a daily basis the resources
of the Company's two largest digital businesses.
- Philip J. Faraci, President, Consumer Digital Imaging Group, and
Senior Vice President, Eastman Kodak Company, and James Langley,
President, Graphic Communications Group, and Senior Vice President,
Eastman Kodak Company, as the two principals of the Chief Operating
Office, will be responsible for the leadership and management of Kodak's
Consumer Digital and Graphic Communications businesses, respectively.
- Messrs. Faraci and Langley also will receive the additional
responsibilities of achieving reduction in selling, general and
administrative expenses and leveraging on a daily basis the resources of
the Company's two largest digital businesses. The new responsibilities
also include direct oversight of the Company's Global Shared Services
organization and Worldwide Information Systems.
Antonio M. Perez
Antonio M. Perez, 61, joined Kodak as President and Chief Operating Officer
in April 2003, and was elected to the Company's Board of Directors in
October 2004. In May 2005, he was elected Chief Executive Officer and on
January 1, 2006, he became Chairman of the Company's Board of Directors.
Mr. Perez is leading the digital transformation of Kodak, aimed at
delivering innovative digital products and services to consumer and
commercial customers in the fastest-growing segments of the imaging
industry.
Mr. Perez has extensive expertise in digital imaging technologies, stemming
from a 25-year career at Hewlett-Packard Company (HP), where he was a
corporate vice president and a member of the company's Executive Council.
As President of HP's Consumer Business, Mr. Perez spearheaded the company's
efforts to build a business in digital imaging and electronic publishing,
ultimately generating worldwide revenue of more than $16 billion.
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Prior to that assignment, Mr. Perez served as President and CEO of HP's
inkjet imaging business. During the five years in which he led the
business, the installed base of inkjet printers grew from 17 million to 100
million worldwide, with total revenue of more than $10 billion.
Just prior to joining Kodak, Mr. Perez served as an independent consultant
for large investment firms, providing counsel on the effect of technology
shifts on financial markets.
From June 2000 to December 2001, Mr. Perez was President and CEO of Gemplus
International, where he led the effort to take the company public. While
at Gemplus, he transformed the company into the leading Smart Card-based
solution provider in the fast-growing wireless and financial markets. In
the first fiscal year, revenue at Gemplus grew 70%, from $700 million to
$1.2 billion.
Philip J. Faraci
Mr. Faraci, 51, was named President, Consumer Digital Imaging Group in
September 2005, effective January 1, 2006. He oversees Kodak's consumer,
digital capture, printing, kiosk, and imaging systems businesses. He
joined Kodak as Director, Inkjet Systems Program in December 2004. In
February 2005, he was elected a Senior Vice President of the Company. In
June 2005, he was also named Director, Corporate Strategy & Business
Development.
Prior to Kodak, Mr. Faraci served as Chief Operating Officer of Phogenix
Imaging, and President and General Manager of Gemplus Corporation's Telecom
Business Unit. Prior to these roles, he spent 22 years at Hewlett-Packard,
where he served as Vice President and General Manager of the Consumer
Business Organization and Senior Vice President and General Manager for the
Inkjet Imaging Solutions Group.
James T. Langley
Mr. Langley, 56, is President, Graphic Communications Group, and Senior
Vice President. He joined Kodak as President, Commercial Printing, in
August 2003. The Commercial Printing Group was renamed Graphic
Communications Group in May 2004. In September 2003, he was elected to
Senior Vice President of the Company.
He was Vice President of Commercial Printing at HP from March 2000 to
August 2002. Prior to that assignment, Mr. Langley served for three years
as Vice President of Inkjet Worldwide Office Printers, responsible for
expanding the presence of HP's inkjet products in new, higher-end markets.
From August 1993 to June 1997, Mr. Langley served as the general manager of
HP's Vancouver Printer Division.
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ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
(99.1) Press release issued by Eastman Kodak Company on March 14, 2007,
announcing the establishment of a Chief Operating Office.
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/ Robert L. Berman
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Robert L. Berman
Chief Human Resources Officer
and Senior Vice President
Date: March 14, 2007
EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Press release issued by Eastman Kodak Company on March 14, 2007,
announcing the establishment of a Chief Operating Office.
Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo 585-781-5481 david.lanzillo@kodak.com
Kodak Streamlines Management Structure for Digital Future
Establishes Chief Operating Office, Led by Faraci and
Langley, Designed to Enhance Operational Effectiveness,
Leverage Opportunities Across Businesses
ROCHESTER, N.Y., March 14 - Eastman Kodak Company announced
today the establishment of a Chief Operating Office, a move
designed to enable the streamlining of its senior management
and enhance operational effectiveness as the necessary next
step in the company's digital transformation.
The Chief Operating Office will be led jointly by Philip
J. Faraci, President, Consumer Digital Imaging Group, and
James T. Langley, President, Graphic Communications Group,
effective immediately. Faraci and Langley, who are Senior
Vice Presidents of the company, will continue to be
responsible for managing the day-to-day operational activity
of their respective businesses.
Most importantly, Faraci and Langley will be jointly
accountable for achieving this year the strategic objective
of significantly reducing administrative costs and
positioning Kodak for profitable growth in 2008. They will
put in place the structures and processes needed to achieve
a greater streamlining of management, deeper cost
reductions, and greater leverage across the digital
businesses to drive revenue growth. In turn, this will help
Faraci and Langley to achieve the goals they outlined for
their businesses at the company's investor meeting in
February.
Consistent with the establishment of the Chief Operating
Office, the company will consolidate much of the corporate
infrastructure that is presently dedicated to the
businesses. With the anticipated sale of its Health Group,
the company can be managed more effectively and economically
by streamlining the organization. The businesses now will
determine the amount of services that they require, thereby
allowing the company to reduce cost and improve efficiency
by pooling resources at the senior-most levels of the
corporate functions.
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"This move will lead to a leaner management structure
that will speed decision-making, reduce cost, and help
accelerate the company's profitable growth," said Antonio M.
Perez, Kodak's Chairman and Chief Executive Officer. "The
changes represent a vital element of the restructuring that
the company began in 2004 and will conclude this year.
Beginning in 2008, Kodak will have in place the business
model and the management structure required for sustained
success in digital markets."
Under the new structure, Perez, as Chairman and CEO,
retains responsibility for setting strategy, driving the
overall operating performance of the company, and managing
broad issues of corporate governance.
Perez also will retain a direct reporting line with the
Film Products Group (FPG), which is responsible for the
company's consumer and professional films as well as its
Entertainment Imaging business. These businesses are playing
a vital role in the company's portfolio and its
transformation effort. Given the different structural nature
of FPG, and the strategic importance of completing this year
the restructuring of the traditional businesses, this
organization will continue to report directly to Perez
through Mary Jane Hellyar, President, FPG, and a Senior Vice
President of the company.
Faraci, 51, joined Kodak in December 2004. Among his
other accomplishments, he led the development of the
company's recently introduced consumer inkjet printers,
improved the earnings of the digital capture business, and
created a more profitable go-to-market model in the consumer
digital business.
Langley, 56, joined Kodak in August 2003. He guided the
series of acquisitions that resulted in the creation and
integration of what is now Kodak's Graphic Communications
Group, a $3.6 billion business that offers the broadest
portfolio of blended printing solutions in the industry.
"Phil and Jim have demonstrated their ability to lead
large organizations effectively," Perez said. "This shared
operating responsibility is essential at this time to
achieving the correct level of functional resources for the
company we are becoming. Working together, they will improve
Kodak's operational performance and assist me in executing
our digital transformation strategy."
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The company also announced the following management
changes:
- Carl Gustin, 55, Chief Marketing Officer and Senior
Vice President, Eastman Kodak Company, announced his
intention to retire effective July 1. Gustin's retirement
represents the completion of a plan that he developed in the
past year to operate marketing within the businesses and to
redistribute the responsibilities of the Chief Marketing
Office into the businesses and functional areas. The
announcement of his retirement coincides with the final
implementation of that plan.
- Jeff Jacobson, 46, Chief Operating Officer, Graphic
Communications Group, and Vice President, Eastman Kodak
Company, announced his intention to leave the company
effective April 30, under the terms of a two-year agreement
that took effect when he joined the company in April 2005
upon the acquisition of Kodak Polychrome Graphics. Jacobson
will spend the next six weeks helping to transition his
responsibilities.
"I thank Carl and Jeff for their leadership and the
considerable contributions they made to the transformation
of Kodak," Perez said. "Carl sustained and nurtured the
Kodak brand throughout his 14-year career at the company,
helping us to expand the brand into digital markets. Kodak's
rising stature as a digital company reflects in part the
branding efforts that Carl directed.
"Jeff also deserves credit for our transformation,"
Perez said. "He was instrumental in completing the
integration of the acquired GCG companies, and he identified
and delivered a three-year integration plan in two years.
Under his talented leadership as CEO of KPG, Jeff led its
profit turnaround. He came to Kodak with a two-year
agreement, maximized the value of our acquisitions, and will
now pursue his aspiration of running another company. Both
Jeff and Carl have served the company with distinction, and
I wish them the very best in their future endeavors."
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The new reporting structure of the company will be as
follows:
- Finance, Legal, the Chief Technical Office, Human
Resources, the Global Diversity Office and the Chief
Information Officer will report to the CEO;
- and Global Shared Services, Worldwide Information
Systems, and all manufacturing and logistics activity of CDG
and GCG will report to the Chief Operating Office.
"These changes represent some of the final stages of our
digital transformation," Perez said. "We are building a
company that will feature growing and profitable businesses
in graphic communications, consumer digital capture, and
consumer inkjet printing, among a number of other
significant product lines. I am more excited than ever to be
leading Kodak through the next phase of our digital
transformation as we work to realize the great promise of
this company. We have the people, the assets, the strategy
and the structure to extend Kodak's presence as the world's
imaging leader."
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CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements in this press release may be forward-
looking in nature, or "forward-looking statements" as
defined in the United States Private Securities Litigation
Reform Act of 1995. For example, references to expectations
for the Company's and the segments' business model, cost
model, marketing opportunities, greater leverage across the
digital businesses, efficiency by pooling resources, growth,
profits, cost reductions, reduction in SG&A, and
restructuring and restructuring charges.
Actual results may differ from those expressed or implied in
forward-looking statements. In addition, any forward-looking
statements represent the Company's estimates only as of the
date they are made, and should not be relied upon as
representing the Company's estimates as of any subsequent
date. While the Company may elect to update forward-looking
statements at some point in the future, the Company
specifically disclaims any obligation to do so, even if its
estimates change. The forward-looking statements contained
in this report are subject to a number of factors and
uncertainties, including the successful:
- execution of the digital growth and profitability
strategies, business model and cash plan;
- implementation of the cost reduction programs;
- transition of certain financial processes and
administrative functions to a global shared services model
and the outsourcing of certain functions to third parties;
- implementation of, and performance under, the debt
management program, including compliance with the Company's
debt covenants;
- development and implementation of product go-to-market
and e-commerce strategies;
- protection, enforcement and defense of the Company's
intellectual property, including defense of our products
against the intellectual property challenges of others;
- implementation of intellectual property licensing and
other strategies;
- completion of information systems upgrades, including
SAP, the Company's enterprise system software;
- completion of various portfolio actions;
- reduction of inventories;
- integration of acquired businesses;
- improvement in manufacturing productivity and
techniques;
- improvement in receivables performance;
- improvement in supply chain efficiency; and
- implementation of the strategies designed to address
the decline in the Company's traditional businesses.
The forward-looking statements contained in this press
release are subject to the following additional risk
factors:
- inherent unpredictability of currency fluctuations,
commodity prices and raw material costs;
- competitive actions, including pricing;
- changes in the Company's debt credit ratings and its
ability to access capital markets;
- the nature and pace of technology evolution;
- changes to accounting rules and tax laws, as well as
other factors which could impact the Company's reported
financial position or effective tax rate;
- general economic, business, geo-political and
regulatory conditions;
- market growth predictions;
- continued effectiveness of internal controls;
- and other factors and uncertainties disclosed from time-
to-time in the Company's filings with the Securities and
Exchange Commission.
Any forward-looking statements in this press release should
be evaluated in light of these important factors and
uncertainties.
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