-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IYFUqO4ckbeeKcGjxVm+Gle0+a3QNqm2TUZpBEOZsZcmUl2lnjQYVtaZC4Qs19nS BpwoiFUArJrvrWEP9RcoHQ== 0000031235-07-000049.txt : 20070504 0000031235-07-000049.hdr.sgml : 20070504 20070504075745 ACCESSION NUMBER: 0000031235-07-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070430 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 07817799 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650 BUSINESS PHONE: 7167244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 8-K 1 may420078-kproforma.txt EASTMAN KODAK COMPANY 8-K FILING 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): April 30, 2007 Eastman Kodak Company (Exact name of registrant as specified in charter) New Jersey 1-87 16-0417150 - ------------------------------------------------------------------------ (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 ------------- 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)) 2 Item 2.01 Completion of Acquisition or Disposition of Assets. On April 30, 2007, Eastman Kodak Company ("Kodak"), completed the sale of its Health Group to an affiliate of Onex Corporation ("Onex"). The consideration received at closing consisted of $2.35 billion in cash, pursuant to the terms of the Asset Purchase Agreement, dated as of January 9, 2007, as amended, between the Company and Onex. Additional proceeds of up to $200 million are payable if Onex achieves certain returns from its investment. If Onex investors realize an internal rate of return in excess of 25% on their investment, Kodak will receive payment equal to 25% of the excess return, up to $200 million. The disposition included Kodak's worldwide Health Group operations, which consists of its medical business, dental business and molecular imaging systems business (the "Business"). The transaction was structured as an acquisition by Onex of assets primarily related to the Business and the stock of certain subsidiaries of Kodak engaged in the Business, as well as the assumption by Onex of certain liabilities primarily related to the Business. 3 Item 9.01. Financial Statements and Exhibits (b) Pro Forma Financial Information The Eastman Kodak Company Unaudited Pro Forma Consolidated Financial Statements are attached hereto as Exhibit (99.1) and are incorporated herein by reference. (d) Exhibits (99.1) Unaudited Pro Forma Consolidated Financial Statements of Eastman Kodak Company. 4 SIGNATURES ---------- 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/ Diane E. Wilfong ----------------------------- Name: Diane E. Wilfong Title: Controller Date: May 4, 2007 EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ------------ (99.1) Unaudited Pro Forma Consolidated Financial Statements of Eastman Kodak Company. EX-99.1 2 exhibit991.txt EXHIBIT (99.1) Exhibit (99.1) Eastman Kodak Company Unaudited Pro Forma Consolidated Financial Statements The unaudited pro forma consolidated financial statements present financial information to give effect to the sale of the Eastman Kodak Company's (the "Company") Health Group business. The unaudited pro forma consolidated statements of operations present the consolidated results of continuing operations of the Company, assuming the sale occurred as of January 1, 2004. The unaudited pro forma consolidated statement of financial position as of December 31, 2006 presents the consolidated financial position of the Company, assuming the sale occurred on that date. The unaudited pro forma consolidated financial statements include specific assumptions and adjustments related to the sale of the Health Group business as described in the accompanying notes. The adjustments are based upon presently available information and assumptions that management believes are reasonable under the circumstances as of the date of this filing. However, actual adjustments may differ materially from the information presented. The unaudited pro forma consolidated financial statements presented are for informational purposes only. They are not intended to represent or be indicative of the consolidated results of operations or financial position that would have occurred had the sale been completed as of the dates presented nor are they intended to be indicative of future results of operations or financial position. Furthermore, these unaudited pro forma consolidated financial statements do not reflect changes that may occur as a result of activities after the sale of the Health Group. The unaudited pro forma consolidated financial statements, including notes thereto, should be read in conjunction with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2006. 2 Eastman Kodak Company Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2006 (in millions, except per share data) As Pro Forma Pro Forma Reported Adjustments Adjusted Net sales $ 13,274 $ (2,551)(A) $ 10,723 Cost of goods sold 9,906 (1,629)(A) 8,277 -------- -------- -------- Gross profit 3,368 (922)(A) 2,446 Selling, general and administrative expenses 2,389 (421)(A) 1,968 Research and development costs 710 (132)(A) 578 Restructuring costs and other 471 (54)(A) 417 -------- -------- -------- Loss from continuing operations before interest, other income (charges), net and income taxes (202) (315)(A) (517) Interest expense 262 (90)(A) 172 Other income(charges), net 118 - (A) 118 -------- -------- -------- Loss from continuing operations before income taxes (346) (225)(A) (571) Provision for income taxes 254 (28)(A) 226 -------- -------- -------- Loss from continuing operations $ (600) $ (197)(A) $ (797) ======== ======== ======== Basic and diluted loss per share from continuing operations $ (2.09) $ (2.77) ======== ======== Number of common shares used in basic loss per share 287.3 287.3 Effect of dilutive securities: Employee stock options - - -------- -------- Number of common shares used in Diluted loss per share 287.3 287.3 ======== ======== See Notes to Pro Forma Consolidated Financial Statements 3 Eastman Kodak Company Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2005 (in millions, except per share data) As Pro Forma Pro Forma Reported Adjusments Adjusted Net sales $ 14,268 $ (2,708)(A) $ 11,560 Cost of goods sold 10,650 (1,658)(A) 8,992 -------- -------- -------- Gross profit 3,618 (1,050)(A) 2,568 Selling, general and administrative expenses 2,668 (410)(A) 2,258 Research and development costs 892 (153)(A) 739 Restructuring costs and other 690 (25)(A) 665 -------- -------- -------- Loss from continuing operations before interest, other income (charges), net and income taxes (632) (462)(A) (1,094) Interest expense 211 (72)(A) 139 Other income(charges), net 44 (7)(A) 37 -------- -------- -------- Loss from continuing operations before income taxes (799) (397)(A) (1,196) Provision for income taxes 555 (100)(A) 455 -------- -------- -------- Loss from continuing operations $ (1,354) $ (297)(A) $ (1,651) ======== ======== ======== Basic and diluted loss per share from continuing operations $ (4.70) $ (5.73) ======== ======== Number of common shares used in basic loss per share 287.9 287.9 Effect of dilutive securities: Employee stock options - - -------- -------- Number of common shares used in Diluted loss per share 287.9 287.9 ======== ======== See Notes to Pro Forma Consolidated Financial Statements 4 Eastman Kodak Company Unaudited Pro Forma Consolidated Statement of Operations For the Year Ended December 31, 2004 (in millions, except per share data) As Pro Forma Pro Forma Reported Adjustments Adjusted Net sales $ 13,517 $ (2,731)(A) $ 10,786 Cost of goods sold 9,601 (1,574)(A) 8,027 -------- -------- -------- Gross profit 3,916 (1,157)(A) 2,759 Selling, general and administrative expenses 2,491 (409)(A) 2,082 Research and development costs 836 (169)(A) 667 Restructuring costs and other 695 (16)(A) 679 -------- -------- -------- Loss from continuing operations before interest, other income (charges), net and income taxes (106) (563)(A) (669) Interest expense 168 (57)(A) 111 Other income(charges), net 161 5 (A) 166 -------- -------- -------- Loss from continuing operations before income taxes (113) (501)(A) (614) Benefit for income taxes (182) 70 (A) (252) -------- -------- -------- Earnings (loss) from continuing operations $ 69 $ (431)(A) $ (362) ======== ======== ======== Basic and diluted earnings (loss) per share from continuing operations $ .24 $ (1.26) ======== ======== Number of common shares used in basic earnings per share 286.6 286.6 Effect of dilutive securities: Employee stock options 0.2 0.2 -------- -------- Number of common shares used in diluted earnings per share 286.8 286.8 ======== ======== See Notes to Pro Forma Consolidated Financial Statements 5 Eastman Kodak Company Unaudited Pro Forma Consolidated Statement of Financial Position At December 31, 2006 (in millions) As Pro Forma Pro Forma Reported Adjustments Adjusted ASSETS Current Assets Cash and cash equivalents $ 1,469 $ 1,157 (B) $ 2,626 Receivables, net 2,669 (597)(C) 2,072 Inventories, net 1,202 (201)(C) 1,001 Deferred income taxes 108 (8)(C) 100 Other current assets 109 (13)(C) 96 ------- ------- ------- Total current assets 5,557 338 5,895 ------- ------- ------- Property, plant and equipment, net 2,842 (240)(C) 2,602 Goodwill 2,196 (612)(C) 1,584 Other long-term assets 3,725 (187)(C) 3,538 ------- ------- ------- TOTAL ASSETS $14,320 $ (701) $13,619 ======= ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable and other current liabilities $ 4,143 $ (457)(C) $ 3,686 Short-term borrowings 64 (10)(B) 54 Accrued income and other taxes 764 35 (D) 799 ------- ------- ------- Total current liabilities 4,971 (432) 4,539 ------- ------- ------- Long-term debt, net of current portion 2,714 (1,138)(B) 1,576 Pension and other postretirement liabilities 3,964 (56)(C) 3,908 Other long-term liabilities 1,283 (86)(C) 1,197 ------- ------- ------- Total liabilities 12,932 (1,712) 11,220 ------- ------- ------- Commitments and Contingencies SHAREHOLDERS' EQUITY Common stock, at par value 978 - 978 Additional paid in capital 881 - 881 Retained earnings 5,967 1,015 (E) 6,982 Accumulated other comprehensive loss (635) (4)(C) (639) ------- ------- ------- 7,191 1,011 8,202 Treasury stock, at cost 5,803 - 5,803 ------- ------- ------- Total shareholders' equity 1,388 1,011 2,399 ------- ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $14,320 $ (701) $13,619 ======= ======= ======= See Notes to Pro Forma Consolidated Financial Statements 6 Notes to the Unaudited Pro Forma Consolidated Financial Statements The unaudited pro forma consolidated financial statements give effect to the sale of the Company's Health Group business. The unaudited pro forma consolidated statements of operations are presented as if the sale occurred as of January 1, 2004. The anticipated nonrecurring after-tax gain on the sale is not reflected in the pro forma consolidated statements of operations. The unaudited pro forma consolidated statement of financial position is presented as if the sale occurred on December 31, 2006 and is based on the historical statement of financial position as of that date. (A) The Pro Forma Adjustments represent the results of the Health Group's operations previously consolidated in the Company's historical financial statements as adjusted to reflect discontinued operations. In addition, interest on the Company's outstanding debt that was required to be repaid as a result of the sale of the Health Group has been included in the Pro Forma Adjustments. (B) The Pro Forma Adjustment represents the gross cash proceeds from the sale of $2,350 million, net of the following items: - Approximately $20 million of transaction costs and expenses associated with selling the business. - $1,148 million of outstanding debt that was required to be repaid with the net proceeds from the sale. - Approximately $25 million paid to the buyer for pension liabilities assumed in excess of the related pension assets transferred. (C) The Pro Forma Adjustments represent the elimination of the assets, liabilities, and equity items associated with the discontinued operations. (D) The Pro Forma adjustment represents the estimated tax expense associated with the gain on the sale. (E) The after-tax gain on the sale is estimated as if the Health Group were sold on December 31, 2006. -----END PRIVACY-ENHANCED MESSAGE-----