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): February 4, 2009



Eastman Kodak Company
(Exact name of registrant as specified in its charter)

New Jersey 1-87  16-0417150
 
(State or Other Jurisdiction of (Commission (IRS
Incorporation) File Employer
  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

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 8.01 Other Events

On February 4, 2009, Eastman Kodak Company issued a press release regarding its annual strategy review meeting in New York City. The press release is attached as exhibit (99.1). In addition, the presentation materials that will be distributed at the meeting are also attached as exhibit (99.2) and exhibit (99.3).

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

(99.1)      Eastman Kodak Company press release dated February 4, 2009, announcing the Company’s annual strategy review meeting held in New York City.
      
(99.2) Eastman Kodak Company annual strategy review meeting presentation materials.
 
(99.3)   Eastman Kodak Company annual strategy review meeting Non-GAAP measures reconciliations.


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/ Laurence L. Hickey  
Laurence L. Hickey 
Corporate Secretary 

Date: February 4, 2009

 

EASTMAN KODAK COMPANY
INDEX TO EXHIBITS

Exhibit No.

(99.1)       Eastman Kodak Company press release dated February 4, 2009, announcing the Company’s annual strategy review meeting held in New York City.
    
(99.2)   Eastman Kodak Company annual strategy review meeting presentation materials.
 
(99.3) Eastman Kodak Company annual strategy review meeting Non-GAAP measures reconciliations.


Financial Media Contacts:
David Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Barbara Pierce, Kodak, +1 585-724-5036, barbara.pierce@kodak.com

Investor Relations Contacts:
Ann McCorvey, Kodak, +1 585-724-5096, antoinette.mccorvey@kodak.com
Angela Nash, Kodak, +1 585-724-0982, angela.nash@kodak.com

Kodak Sharpens Focus on Core Portfolio, Plans Leaner Cost Structure

Company’s Solid Balance Sheet and Strong Cash Position Provide Financial Underpinning for Business Strategy;

Kodak Views Second-Half 2008 and Full-Year 2009 as Detour on Road to Continued Digital Growth;

Kodak Poised to Continue Market Share Gains in Core Digital Investments: Consumer Inkjet, Commercial Inkjet, and Enterprise Workflow;

Kodak to Enter 2010 in Stronger Competitive Position

NEW YORK, N.Y., Feb. 4 – At its annual strategy meeting with investors, Eastman Kodak Company (NYSE:EK) today will announce plans to more tightly focus on investments in its breakthrough digital technologies while maximizing the performance of its strong cash-generating businesses and identifying new business models for product lines outside its core portfolio.

     At the same time, Kodak will continue its focus on cash and begins 2009 with more than $2.1 billion and no significant debt payments likely until late 2010. The broad restructuring announced last week will generate $300 million to $350 million in annual savings, plus the additional impact of the company’s portfolio actions.

     “The performance of our digital portfolio is strong and Kodak’s balance sheet is solid,” said Antonio M. Perez, Chairman and Chief Executive Officer, Eastman Kodak Company. “But we see no immediate signs of economic recovery, so we are taking steps to address this by focusing investment in our core digital technologies, optimizing our portfolio of cash-generating businesses, and restructuring the company to further reduce our cost structure. In 2009, Kodak will be a smaller, more profitable company, we will continue to gain share in our most profitable digital businesses, and we will enter 2010 as a much stronger competitor.”


Core Investments

     These high-margin annuity businesses remain at the core of Kodak’s digital strategy – to maximize Kodak’s competitive advantage at the intersection of imaging science and materials science – and represent significant, sustainable growth potential: Consumer Inkjet within the Consumer Digital Imaging Group (CDG), and Enterprise Solutions and Commercial Inkjet Printing within the Graphics Communications Group (GCG).

     Together these new businesses generated about $1 billion in revenue in 2008 and compete in an addressable market of more than $100 billion. In these businesses, Kodak brings differentiated value propositions, breakthrough technology and strong intellectual property.

     Consumer Inkjet continues to grow market share with a value proposition – outstanding image quality, superior image permanence and significant savings on the price of ink – that resonates with consumers who print a lot. In 2008, Kodak outpaced the consumer inkjet printer industry in retail sell-through, and achieved an inkjet cartridge attachment rate that’s nearly double the industry average. The company more than tripled its installed base of printers to over one million.

     In Commercial Inkjet, Kodak’s Stream technology, introduced last year, has received noteworthy market interest in its offset-class output – rivaling offset printing’s reliability, productivity, cost and quality – combined with the full benefits of variable-data digital output. The commercialization of this new technology remains on an accelerated pace for an early 2010 market launch for the full press, with Stream print heads in the market in 2009. Stream print heads are now in beta test.

     Enterprise Solutions, which develops market-leading software based on a unified workflow for graphic communications, will maintain strong margins and drive integrated solutions for customers. With more than 40,000 placements currently in the market worldwide, the business’s high margins will enhance the company’s bottom line as scale increases.

Cash Generators

     The success of Kodak’s core investments stems in part from the company’s ability to maximize its cash-generating businesses. These market-leading product lines represented approximately $6 billion in revenue in 2008, and include the following: Prepress Solutions and Document Imaging in GCG, Digital Capture & Devices and Retail Systems Solutions in CDG, and Entertainment Imaging from the Film, Photofinishing and Entertainment Group (FPEG). For these businesses in 2009, Kodak will focus on margin improvements, including cost reductions, as well as continuing its successful intellectual property licensing program.


Businesses Being Transformed

     Product lines to be transformed represent about $2 billion in 2008 revenue. Kodak will take specific actions to improve performance in these products and technologies in 2009.

     Image Sensor Solutions and Kodak Gallery in CDG, Electrophotographic Printing in GCG, and OLED are businesses in which Kodak has a unique market position but which require additional investment in order to achieve their full potential. Kodak will reposition these businesses by pursuing alliances or other business model changes to reduce risk and enhance revenue and margins.

     Color Paper, Film Capture, and Graphic Arts Film businesses in FPEG continue to generate cash within declining industry segments. Kodak will reduce the cost structure of these businesses and maximize short-term cash.

     The company will complete its exit from photofinishing services (Qualex) in the first half of the year.

Financial Outlook

     Given the economic environment, Kodak is taking a conservative approach in its forecast for 2009. The company expects the external economic environment of the fourth quarter 2008 will continue through the first half of 2009, followed by a modest economic improvement in the second half. Kodak’s full-year projections are predicated on these assumptions.

     “Given the limited visibility in the current environment, these assumptions represent our best estimate as to how the year will evolve,” Perez said. “We will closely monitor the global economy’s progress and adjust our plans accordingly.”

     For 2009, on a continuing operations basis, Kodak expects:

  • Digital revenue decline of 6% to 12%; overall revenue decline of 12% to 18%;

  • 2009 GAAP loss from continuing operations of $200 million to $400 million; and segment earnings of $0 to $200 million;

  • Cash generation before dividends and restructuring of between $75 million and $325 million; and cash generation of negative $200 million to positive $100 million before dividend payments after taking into account restructuring costs;

  • Earnings Before Interest, Taxes, Depreciation, and Amortization, excluding restructuring, of $475 million to $675 million.

     For the period 2009 - 2012, predicated on an economic recovery in 2010, the company expects:

  • Average compound annual revenue growth of 4%; and

  • Average compound annual digital revenue growth of between 8% and 10%.


     By 2012, the company’s target business model will yield:

  • Gross Profit margins of 27%-28% of total revenue;

  • Sales, General and Administrative expenses of 14% to 15% of total revenue;

  • Research and Development costs of approximately 5% of total revenue; and

  • Segment earnings of approximately 8% of total revenue.

Webcast of Today’s Meeting

     For those unable to attend in person, today’s meeting will be available via a live webcast. To access the webcast please go to: http://www.kodak.com/go/invest.

     The meeting will also be teleconferenced in listen-only mode. To listen please call 913-312-1233, access code 3849872 or ask for the Kodak Investor Meeting.

     An audio replay of the meeting will be available beginning Thursday, February 5 at 8:00 a.m. Eastern Time and will run until 5:00 p.m. Eastern Time on Thursday, February 12. The replay phone number is 719-457-0820, and the access code is 3849872.

About Kodak

As the world's foremost imaging innovator, Kodak helps consumers, businesses, and creative professionals unleash the power of pictures and printing to enrich their lives.

To learn more, visit http://www.kodak.com/, and our blogs: 1000words.kodak.com, PluggedIn.kodak.com, and GrowYourBiz.kodak.com.

Editor’s Note: Kodak corporate news releases are now offered via RSS feeds. To subscribe, visit www.kodak.com/go/RSS and look for the RSS symbol. In addition, Kodak podcasts are viewable at www.kodak.com/go/podcasts. Our podcasts may be downloaded for viewing on iTunes, Quicktime, or other PC-based media players. Users may also subscribe to Kodak podcasts via the iTunes application if already installed on your computer. From the iTunes store, type “Kodak podcast” in the search field to view all of our podcast offerings.

#

Reconciliation of non-GAAP measures

Within this press release Kodak references certain non-GAAP financial measures, such as: Double-Digit Digital Revenue Growth, First-Half Digital Revenue Growth, 2009 Digital Revenue Decline, 2009 Segment Earnings, 2009 Cash Generation before Dividends, 2009 Cash Generation before Dividends and Restructuring, and 2009-2012 Average Compound Annual Digital Revenue Growth.

Kodak has prepared a reconciliation of these non-GAAP measures to the comparable GAAP measures. This additional information is posted in the Investor Center of Kodak’s web site, http://www.kodak.com.


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 the Company’s expectations regarding the following are forward looking statements: savings from portfolio actions and restructuring; execution of portfolio actions and business model changes; market share; profit; margin; revenue; revenue growth/decline; earnings/loss from operations; cash; new product introductions; and target business model.

     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 press release are subject to a number of factors and uncertainties, including our successful:

  • execution of the digital growth and profitability strategies, business model and cash plan;

  • alignment of the Company’s cost structure to the new economic realities;

  • execution of portfolio changes and restructuring and rationalization activities;

  • implementation of, and performance under, the debt management program, including compliance with the Company's debt covenants and the ability to obtain amendments to or waivers of these covenants, if necessary;

  • 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 its products against the intellectual property challenges of others;

  • execution of intellectual property licensing programs and other strategies;

  • integration of the Company's businesses to SAP, the Company's enterprise system software;

  • execution of productivity improvements;

  • commercialization of the Company’s breakthrough technologies;

  • ability to accurately predict product, customer and geographic sales mix and seasonal sales trends;

  • management of inventories, capital expenditures, working capital and cash conversion cycle;

  • integration of acquired businesses and consolidation of the Company's subsidiary structure;

  • performance under the Company’s share repurchase program;

  • conclusion of the Company’s goodwill and long-lived asset impairment analyses;

  • improvement in supply chain efficiency and continued availability of essential components and services from concentrated sources of supply; 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;

  • uncertainty generated by volatility in the financial markets and the ability of our customers to obtain financing;

  • 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;

  • pension and other post-retirement benefit cost factors such as actuarial assumptions, market performance, and employee retirement decisions;

  • general economic, business, geo-political and regulatory conditions or unanticipated environmental liabilities or costs;

  • the severity of the economic downturn and its effect upon customer spending;

  • ability to maintain adequate liquidity and financing sources and an appropriate level of debt;

  • possible impairment of goodwill and other assets;

  • 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.

#

2009


Investor Meeting
February 4, 2009

1


2


3

Agenda

4

Antonio M. Perez
Chairman & Chief Executive Officer

5

Key Messages

6

2008 – 2009:
Period of Unprecedented Economic Uncertainty


7

2009: Concentrate on the Controllables

8

2008 Was a Tale of Two Halves:
The First Half

9

2008 Shortfall Driven by Marketplace Changes:
The Second Half


10

Our Strategy:
Create a Competitive Advantage at the Intersection of Materials Science and Digital Imaging Science

11

Refocusing and Solidifying Digital Portfolio

12

Kodak Will Optimize the Product Portfolio to Weather the Storm

13

Strategic Review of Product Portfolio
2008 Revenue

14

Cash Generators
Strong Portfolio, Across All Segments, of Cash-Generating Annuity Businesses


15

Core Investments
Large, Sustainable Growth Potential

16

Transform
Align with Current Conditions

17

Creating Alternative Business Models

18

Kodak Will Enter 2010 Even Stronger

19

Key 2009 Plan Assumptions

20

2009 Key Financial Targets

21

2009 - 2012: Key Product Assumptions

22

2009 - 2012: Path to Target Business Model
High Margin Annuity Businesses

23

Target Business Model
Gross Profit Benefits from Increased Annuities and Improved Portfolio Mix


24

Key Messages

25

Mary Jane Hellyar
President Film, Photofinishing & Entertainment Group  
Executive Vice President, Eastman Kodak Company

26

FPEG Key Messages

27

FPEG Portfolio

28

Entertainment Imaging Industry Trends


29 * Primary External Source for Box Estimatesboxofficemojo. com

Cinema Transition to Digital
Adoption Stalls with Economic Downturn

30 Primary External Sources: Screen Digest, D-Cinema Today

Color Print Film Continues as Preferred Format For Cinema Distribution


31 Primary External Sources: Screen Digest, D-Cinema Today

Kodak’s Origination Films Continue to be a Strong & Profitable Business

32

FPEG Cost Structure: Aligning with Top Line Trends

33

Phil Faraci
President and Chief Operating Officer

34

Maintaining Focus on Core Investment Areas
Breakthrough Technology and Strong Intellectual Property


35

Emphasis on Operational Improvements in Current Economic Environment

36

CDG Portfolio

37

Consumer Inkjet – Well Positioned 
for the Future


38

Consumer Inkjet
Breakthrough Value Creation Opportunity

39

Consumer Inkjet Target Business Model

40

Consumer Inkjet – Solid Traction

41

Consumer Inkjet Marketing

42

GCG Portfolio

43

Stream-Based Inkjet Printing
Winning Value Proposition

44

Stream Technology
Unique Combination of Kodak’s Core Competencies

45

A Closer Look At Stream

46

Broad Applications for Stream

47

Stream Addresses Significantly More Pages

48

Capturing Market Opportunities
Through Inkjet Innovation

49

Stream Target Business Model

50

In Closing.....Strategic Value of Inkjet

51

Key Messages

52

Frank Sklarsky
Chief Financial Officer & Executive Vice President

53

Agenda

54

2008 Financial Results

55

2008 Financial Summary

56

Major Factors Impacting 2008 Cash Usage

57

2009 Priorities

58

2009 Priorities

59

2009 Key Assumptions

60

2009 Financial Summary

61

Maintain Steady Gross Profit
Percentage in 2009
Focus on Core Investments and Cost Reductions


62

Restructuring Summary

63

2009 Business Model

64

2009 Financial Target Highlights

65

2009 Operating Plan

66

Outlook for 2009 Taxes

67

2009 Intense Focus on Cash

68

2009 Cash Flow Plan

69

Debt Maturity Schedule
Minimal Debt Payment in 2009

70

Strong Cash Position

71

Target Business Model & Outlook

72

Key Planning Period Assumptions

73

Refocusing and Solidifying Digital Portfolio

74

2012 Business Model

75

Target Business Model

76

Key Takeaways

77


78

Reconciliation of Non-GAAP Financial Measures
to the Most Directly Comparable GAAP Measures

In its February 4, 2009 Investor Meeting presentation and related Press Release, Eastman Kodak Company (“The Company”) referenced certain non-GAAP financial measures including “1st Half Digital Revenue Growth”, “Double-Digit Digital Revenue Growth”, “Digital Revenue Target”, “Traditional Revenue Target”, “Segment Earnings Target”, “Segment Earnings”, “Cash Generation Before Dividends and Restructuring Target”, “2007 Gross Profit”, “Cash Generation Before Dividends and Restructuring”, “Cash Generation Before Dividends”, “EBITDA Target”, “EBITDA Excluding Restructuring Target” and “2009-2012 Average Compound Annual Digital Revenue Growth”.

The Company believes that these non-GAAP measures represent important internal measures of performance. Accordingly, where they are provided, it is to give investors the same financial data management uses with the belief that this information will assist the investment community in properly assessing the underlying performance of the Company, its financial condition, results of operations and cash flow on a year-over-year and quarter-sequential basis.

The following reconciliations are provided with respect to terms used in the February 4, 2009 Investor Meeting presentation and related Press Release.

The following table reconciles 1st half digital revenue growth to the most directly comparable GAAP measure of total company revenue (dollar amounts in millions):

YTD YTD Growth/
      6/30/2008       6/30/2007       (Decline)
Revenue from digital businesses, as presented   $          3,002   $          2,732     10%
Revenue from traditional businesses 1,571   1,810 -13%
All other revenue     5     6   -17%
Total company revenue (GAAP basis) $ 4,578 $ 4,548    1%

The following table reconciles double-digit digital revenue growth (for four consecutive quarters, Q3 2007-Q2 2008) to the most directly comparable GAAP measure of total company revenue (decline) growth (for four consecutive quarters, Q3 2007-Q2 2008) (dollar amounts in millions):

Growth/ Growth/
      Q3 2007       Q3 2006       (Decline)       Q4 2007       Q4 2006       (Decline)
Revenue from digital  
       businesses, as presented $          1,603 $          1,452   10% $          2,325 $          2,079   12%
Revenue from traditional      
       businesses 928 1,101 -16% 894 1,024 -13%
All other revenue 2 2     0% 1 2 -50%
Total company revenue
       (GAAP basis) $ 2,533 $ 2,555   -1% $ 3,220 $ 3,105    4%
 
Growth/ Growth/
Q1 2008 Q1 2007 (Decline) Q2 2008 Q2 2007 (Decline)
Revenue from digital
       businesses, as presented $ 1,366 $ 1,245   10% $ 1,636 $ 1,487   10%
Revenue from traditional
       businesses 724 830 -13% 847 980 -14%
All other revenue 3 5 -40% 2 1 100%
Total company revenue
       (GAAP basis) $ 2,093 $ 2,080     1% $ 2,485 $ 2,468    1%

1


The following table reconciles digital revenue target and traditional revenue target to the most directly comparable GAAP measure of total company revenue target (dollar amounts in millions):

2009
      Target       2008       Change
Digital revenue, as presented   $       5,847   $       6,422   (6)%-(12)%
Traditional revenue, as presented 2,150 2,987 (25)%-(30)%
All other revenue     10     7   -
 
Total company revenue (GAAP basis), as presented   $ 8,007   $ 9,416   (12)%-(18)%

The following table reconciles segment earnings target and segment earnings to the most directly comparable GAAP measures of loss from continuing operations before interest expense, other income (charges), net and income taxes target and loss from continuing operations before interest expense, other income (charges), net and income taxes (dollar amounts in millions):

2009
      Target       % of Sales       2008       % of Sales       2007       % of Sales
Segment earnings, as presented $0-$200 0%-2% $          33   <1 % $          343   3 %
 
Restructuring costs, rationalization
       and other (300)-(250) (4)%-(3)% (149 ) (2 )% (662 ) (6 )%
Other income (expense), net 10 <1% 80 1 % 89 1 %
Loss from continuing operations
       before interest expense, other
       income (charges), net and income
       taxes (GAAP basis), as presented $(265)-$(65) (3)%-(1)% $ (36 ) <(1 )% $ (230 ) (2 )%

The following table reconciles cash generation before dividends and restructuring target and cash generation before dividends and restructuring to the most directly comparable GAAP measures of net cash (used in) provided by continuing operations from operating activities target and net cash provided by continuing operations from operating activities (dollar amounts in millions):

2009
      Target       2008       2007
Cash generation before dividends and restructuring, as presented $75-$325 $          138 $          923  
Cash restructuring payments (275)-(225) (143 ) (446 )
Cash generation before dividends, as presented (200)-100 (5 )   477
Proceeds from sales of businesses/assets (150) (92 ) (227 )
IRS settlement (discontinued operations) - (300 ) -
Proceeds from sale of HPA - - (158 )
Free cash flow (350)-(50) (397 ) 92
Additions to properties 225 254 259
Net cash (used in) provided by continuing operations from
       operating activities (GAAP basis), as presented $(125)-$175 $ (143 ) $ 351

The following table reconciles 2007 gross profit to the most directly comparable GAAP measure of gross profit (GAAP basis):

2007
Gross profit, as presented 26%
Restructuring and rationalization charges -2%
Gross profit (GAAP basis) 24%

2


The following table reconciles cash generation before dividends to the most directly comparable GAAP measures of net cash (used in) provided by continuing operations from operating activities (dollar amounts in millions):

      2008       2007
Cash generation before dividends, as presented   $            (5 )   $            477  
Proceeds from sales of businesses/assets (92 ) (227 )
IRS settlement     (300 )     -  
Proceeds from sale of HPA - (158 )
Free cash flow     (397 )     92  
Additions to properties 254 259
Net cash (used in) provided by continuing operations                
       from operating activities (GAAP basis)   $ (143 )   $ 351  

The following table reconciles EBITDA excluding restructuring target and EBITDA target to the most directly comparable GAAP measure of loss from continuing operations (dollar amounts in millions):

2009
      Target
EBITDA excluding restructuring, as presented   $475-$675
Restructuring charges (300)-(250)
EBITDA, as presented   200-400
Depreciation and amortization ~(475)
Provision for income taxes   (90)-(60)
Interest expense, net ~(60)
Loss from continuing operations (GAAP basis), as presented   $(400)-$(200)

The following table reconciles 2009-2012 average compound annual digital revenue growth to the most directly comparable GAAP measure of 2009-2012 total company average compound annual revenue growth:

2009-2012
      Target
Average compound annual digital revenue growth, as presented   8%-10%
Average compound annual traditional revenue decline (14)%-(12)%
Total company average compound annual revenue growth    
       (GAAP basis), as presented   4%

3