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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 16, 2005
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 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On March 16, 2005, Eastman Kodak Company (the "Company") issued a press
release announcing that the Audit Committee of its Board of Directors,
following consultation with management and discussion with the Company's
independent registered public accounting firm, PricewaterhouseCoopers
LLP, concluded that, due to certain accounting errors, the Company's
financial statements for the first three quarters of 2004 and the full
year and quarters of 2003, no longer should be relied upon. As a result,
the Company will restate results for the first three quarters of 2004
and the quarters and full year of 2003.
The restatements reflect accounting errors related to income taxes,
accruals for pensions and other post-retirement benefits, as well as
other miscellaneous items that were immaterial in the aggregate. The
income tax accounting issues in aggregate are expected to reduce 2004
earnings by approximately $21 million, or 7 cents per share, on the
basis of Generally Accepted Accounting Principles ("GAAP"). The pension
and other post-retirement accounting issues will result in a pre-tax
charge to 2004 earnings of approximately $29 million, or approximately 6
cents per share, on a GAAP basis.
The Company now expects that its 2004 GAAP earnings will be in the range
of $2.05 to $2.15 per share, versus $2.16 per share as previously
reported on January 26, 2005. For 2003, GAAP earnings are expected to
be in the range of $0.75 to $0.85 per share, versus $0.92 per share as
previously reported on January 26, 2005.
As announced on January 26th, the Company has determined that it has an
internal control deficiency related to income tax accounting that
constitutes a "material weakness," as defined by the Public Company
Accounting Oversight Board's Auditing Standard No. 2. The Company has
also determined that it has a material weakness related to its controls
surrounding the accounting for pensions and other post-retirement
benefits. Consequently, management will be unable to conclude that the
Company's internal controls over financial reporting are effective as of
December 31, 2004. An assessment of the Company's internal controls
will be included in the Annual Report on Form 10-K, which also will
include an adverse opinion from PricewaterhouseCoopers with respect to
the Company's internal controls over financial reporting.
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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/ Richard G. Brown,Jr.
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Richard G. Brown, Jr.
Controller
Date: March 17, 2005