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Executives

Ann McCorvey - Investor Relations

Antonio M. Perez - Chairman of the Board, Chief ExecutiveOfficer

Frank S. Sklarsky - Chief Financial Officer, Executive VicePresident

Analysts

Carol Sabbagha - Lehman Brothers

Jay Vleeschhouwer - Merrill Lynch

Matt Troy - Citigroup

Shannon Cross - Cross Research

Eastman Kodak Company (EK) Q3 2007 Earnings Call November 1, 2007 11:00 AM ET

Operator

Good day, everyone, and welcome to this Eastman Kodak thirdquarter sales and earnings conference call. Today’s conference is beingrecorded. At this time, for opening remarks and introductions, I would like toturn the conference over to the Director and Vice President of InvestorRelations, Ms. Ann McCorvey. Please go ahead, Madam.

Ann McCorvey

Good morning and welcome to our discussion of third quarterearnings. I am here this morning with Antonio Perez, Kodak’s Chairman ChiefExecutive Officer, as well as Chief Financial Officer, Frank Sklarsky. Antoniowill begin this morning with his observations on the quarter and then Frankwill provide a review of the quarterly financial performance.

As usual, before we get started I have some housekeepingactivity to complete. Certain statements during this conference call may beforward-looking in nature or forward-looking statements as defined in theUnited States Private Securities Litigation Reform Act of 1995. For example,references to the company’s expectations for revenues, earnings, digitalearnings, net cash generation, entertainment imaging film revenue, earningsfrom operations, digital revenue growth, working capital, and consumer inkjetunits and revenue, gross profit margins, operating margins, restructuringcharges, target cost model and capital expenditures are forward-lookingstatements.

These forward-looking statements are subject to a number ofimportant risk factors and uncertainties which are fully enumerated in ourpress release this morning. Listeners are advised to read these importantcautionary statements in their entirety as forward-looking statements need tobe evaluated in light of these important factors and uncertainties.

Also, Kodak has significantly reduced its references tonon-GAAP measures. In those instances where they are used, they are fullyreconciled to the nearest GAAP equivalent in the documentation released thismorning which can also be found on our website.

Now I would like to turn the call over to Antonio Perez.

Antonio M. Perez

Thank you,Ann and good morning, everybody. I am pleased that we were able to continue toachieve in the third quarter the strategic objectives we set ourselves for thisyear.

We had goodmarket success with our new digital products contributing to the 12% digital revenuegrowth and we created value for our shareholders by growing net earnings fromcontinuing operations by $117 million year-over-year.

Anotherhighlight for the quarter was the earnings from our digital businesses nearlytripled year over year and in the quarter were roughly equal to the earningsfrom our traditional businesses.

As thispoint of the transformation, digital revenue is over 60% of our total revenueand digital EFO is 50% of the total company’s EFO. These results include significant investment towardsour digital future.

Our cashusage of $95 million in the third quarter was slightly more than plan. Thislargely reflects the timing of receipts of proceeds and certain working capitalactions, which will now happen in the fourth quarter.

As inprevious years, the fourth quarter is critical from a cash flow perspective andI am confident each business team is very clear on the actions they need totake to deliver net cash generation of $100 million for the full year. This third quarter performance gives usthe momentum we need going into the very important fourth quarter.

Everythingis in motion to achieve our full year key strategic objectives. I am specifically pleased by the positiveresults we are seeing from our expanded digital portfolio together with oursolid cost performance, as well as our significant progress in continuouslyimproving supply chain management and platform design efficiencies.

Now I wouldlike to summarize my thoughts on each of the business segments. Let’s startwith FPG, the Film Products Group. FPG continues to perform. During the thirdquarter, earnings from operations improved 6%, despite an 18% decline inrevenue. The FPG team truly understands how to manage a business with decliningrevenue.

As weforecasted, entertainment imaging film revenue softened from the strong first-halfindustry performance and it was down 5% for the third quarter. Because of thisseasonality, our expectation is that entertainment imaging film revenue willend the year in line with last year's, as per our original forecast. Inanticipation of FPG’s seasonality, we began adjusting production rates late inthe third quarter to ensure we achieve our fourth quarter working capitaltargets.

Based onthe strong third quarter earnings performance and the plans for the fourthquarter, we now expect FPG to end the year with earnings from operations as apercentage of revenue in the 20% range, as compared to the upper end of the 13%to 16% range previously forecasted.

FPG’syear-to-year earnings performance gives me more confidence in the futuresustainability of double-digit earnings from operations as a percentage ofrevenue for this segment.

Kodak isand will continue to be a leader in film. We continue to provide new innovativeproducts to the market. Earlier this month at PhotoPlus in New York, weintroduced the world’s finest grain and sharpest 400 speed black-and-whitefilm. Kodak T-Max 400 affirms our commitment to professional photographers whosee this film as a very powerful tool.

Next, GCG,the Graphic Communications Group. GCG’s third quarter performance confirmedthat the momentum we saw in the second quarter was real and gives us confidencefor the fourth quarter. GCG’s third quarter digital revenue grew 9%year-over-year, driven by digital printing, enterprise workflow, and digitalprepress consumables.

DigitalPrinting growth included a double-digit increase in consumables, asyear-over-year NexPress page volume grew 38%.

OurEnterprise workflow business is growing on the strength of the fully integratedsolutions we are bringing to the market. Our customers tell us that Kodak isthe first to deliver a real web-to-print solution that encompasses all thesteps from order entry to print.

One of ourstrategic objectives this year is to continue to expand our product lines andthe markets we serve, and GCG is delivering. The expanded GCG product line wasvery well received at Graph Expo, where our sales exceeded our expectations.

InSeptember, we introduced a new digital flexographic system for the packagingindustry called Kodak Flexcel NX. Customers at both Graph Expo in the U.S. andLabelExpo in Europe were very impressed by the offset-like quality this systemcan produce. The Kodak Flexcel NX system represents a significant step for theindustry and further improves Kodak’s position in the large and growing digitalpackaging market.

We aredelivering on the promise we had in mind when we created this group. We have astrong GCG team, who understands what they have to do to achieve both theirtargeted 6% to 9% digital revenue growth for the full year and their workingcapital targets.

Next, CDG,the, Consumer Digital Imaging Group; CDG achieved another milestone in thethird quarter by growing both revenue and earnings from operations. Thisprogress was achieved while the company made significant investment in theintroduction of consumer inkjet printers and managed declines in CDG’straditional products. CDG’s digital revenue grew 16% year-over-year, driven byconsumer ink jet printers, kiosks and related media, and digital capture anddevices.

DigitalCapture’s growth is evidence that consumers are embracing our improved digitalproduct portfolio. Digital camera unit volume grew 35% year-over-year whilegross margins improved. We had strong growth in our digital picture frames,which was partially offset by the continued industry decline in snapshotprinting.

Thisquarter’s results also include continued growth in our recurring ongoingintellectual property royalties, as well as a new non-recurring licensingagreement comparable in size to the one non-recurring agreement we had lastyear in this quarter.

Our focusfor digital cameras over the last four quarters has been on margin expansion.The third quarter demonstrates our ability to deliver profitable revenuegrowth. Additional evidence of our success is the significant improvement ininventory turns for digital cameras due to the improvements in our supplychain.

We believewe have the right portfolio of products in CDG to sustain this momentum ofprofitable growth into the fourth quarter and beyond.

I continueto be pleased with the progress of consumer inkjet. We have a strong valueproposition unique in the market; a better printed page at about half the cost,and the introduction is moving ahead according to plan. Our consumer inkjetproducts are now available at more than 7,600 retail outlets worldwide.

As I havesaid before, we are experiencing the typical challenges associated with thestart-up of a major product line. In the third quarter, to support the strongchannel acceptance, we applied additional resources to resolve manufacturingand software connectivity issues, made improvements to our marketing programsto enhance our in-store presence, and took actions to accelerate the release offuture generations of products.

We arecommitted to developing a business with $1 billion in revenue in 2010. That’sthe target and everything we are doing now is designed to achieve this goal. Wehave a disruptive technology with a disruptive business model, which givesconsumers a wonderful value proposition of premium printing at up to 50%savings, while providing a significant margin opportunity for Kodak.

Achievingour goal of selling 500,000 units by year-end is one milestone in that journey.

Thisquarter we expanded as well the profitable and growing kiosk product line byintroducing the KODAK Picture Kiosk GS Compact, an entry-level, self-servicedigital picture printing solution, which opens business opportunities for newretail locations, including smaller and non-traditional environments. This newproduct provides growth opportunity for retailers and for Kodak.

Andfinally, before I turn the call over to Frank, who will provide a financialoverview, I would like to make you aware of an organizational change that willallow us to better manage Kodak’s silver halide products. As you will remember,last year we consolidated all of our output product offerings to retailersunder one go-to-market structure within the Consumer Digital Imaging Group.That single go-to-market structure is working well and will not change. Butwith the restructuring program behind us, we now can go further and leveragethese businesses to maximize performance and drive faster decision making bymanaging all silver halide-based products in one place.

Soeffective January 1, 2008, the Film Products Group will be renamed the Film,Photofinishing and Entertainment Group, FPEG. It will be led by Mary JaneHellyar, who has an exceptional track record for delivering results.

FPEG willinclude the current FPG portfolio of consumer, professional, entertainment, andindustrial films and we will add responsibility for graphic films, silverhalide photographic paper and chemistry, and retail and wholesalephotofinishing.

The changeI have just described today, in conjunction with the digital businesses led byPhil Faraci, represent a new Kodak that is better prepared to increaseshareholder value by more effectively managing both our traditional and our digitalbusinesses.

Now I willturn over to Frank.

Frank S. Sklarsky

Thanks,Antonio and good morning, everyone. Today I will share with you some highlightsof the third quarter financial results and then Antonio and I will be happy totake your questions.

Overall, weare pleased with the company’s third quarter results, particularly the strongrevenue performance in several of our key digital businesses and with thecontinued progress on our cost reduction initiatives, including SG&Aexpenses.

We alsohave continued efforts underway related to working capital reduction, which arerequired to achieve our goals for net cash generation for the total year.

Withrespect to financial results, earnings from continuing operations for the thirdquarter were $29 million pretax, and $34 million after tax, or $0.12 per share,compared to a loss from continuing operations of $53 million pretax, and $83million after tax, or a loss of $0.29 per share in the third quarter of 2006.

Thisrepresents a pretax improvement of $82 million versus the prior year and anafter tax improvement of $117 million or $0.41 per share. Third quarter resultsinclude items of expense impacting comparability totalling $94 million aftertax, or $0.33 cents per share. This iscomprised mainly of restructuring charges of $96 million after tax.

The prioryear’s third quarter included items of expense impacting comparability totalling$137 million after tax, or $0.48 per share, primarily reflecting restructuringcosts.

Totalconsolidated revenue declined by 1% and included a 2% favorable foreignexchange impact. Third quarter digital revenue grew by 12% while traditionalrevenue declined by 16%.

Thirdquarter gross profit margin was 26.4% versus 25.1% last year, an improvement of1.3 percentage points. This improvement in gross profit margin was drivenprimarily by continued progress in reducing manufacturing and supply chaincosts, along with just over one percentage point of favorability from foreignexchange. This was partially offset by pricingimpacts and approximately $26 million of increases in aluminum and silvercosts.

While grossprofit margins can be seasonal in nature, we still expect to achieve ourpreviously communicated gross profit margin of between 25% and 26% for thetotal year.

SG&Awas reduced by $37 million, or 8% and declined as a percent of revenue fromabout 18% in the year-ago quarter to under 17% in the current quarter. Year to date,the company has reduced SG&A costs by $230 million, or over 15%.

Our R&Dcosts totalled $129 million for the quarter, or about 5% of revenue, and inline with our plans. R&D as a percent of revenue is higher if applied tothe revenue associated with our digital businesses, where we focus most of ourspending.

Ourrestructuring efforts continued through the quarter, with pre-tax restructuringcharges totalling $127 million as compared to $181 million in the year-agoquarter. Year to date through the third quarter, pre-tax restructuring chargestotalled $594 million, compared with $621 million for the first three quartersof last year.

In thethird quarter, restructuring related payments from corporate cash wereapproximately $110 million.

We hadpreviously communicated that total restructuring charges to the P&L for theyear would run between $900 million and $1 billion. Based upon our progress todate, along with our analysis of actions to be completed for the remainder ofthe year, we now believe total restructuring charges for 2007 will be in therange of $750 to $850 million.

This reductionis due to a variety of factors. These include efficiencies associated withreductions in our manufacturing footprint, along with our ability to out-sourceor sell certain operations, thereby reducing employee severance requirements.

Paymentsmade in 2007 related to restructuring actions from corporate cash for thecurrent and prior years may be lower than the previously stated $600 million.At the same time, a good portion of any cash payment savings we do achieve willcome from funding for U.S. based actions, which would have been disbursed fromthe company’s over-funded U.S. pension assets.

We wouldlike to emphasize that we have been able to effectively manage restructuringcosts to be somewhat lower than originally anticipated, as just described andthe pace of restructuring activity, the efficiency with which it has beencarried out, and the reductions in the company’s overall cost structure to dategives us confidence that we will still complete the major restructuring thisyear and make significant progress toward achieving our target cost modelaccording to plan, as previously communicated.

Thirdquarter digital EFO almost tripled to $82 million, as compared to $28 millionin the year-ago quarter, an improvement of $54 million. Year-to-date digitalearnings improved by $185 million to $43 million compared to year-to-date lossesof $142 million in the prior year. Consumer Digital Imaging Group improvedtheir EFO by $13 million to $10 million, from a $3 million loss in last year’sthird quarter.

It isparticularly noteworthy that improvements in both our digital cameras and kioskbusinesses, along with licensing revenues, more than offset the significantcosts associated with the ramp-up of our consumer inkjet business.

Theenhanced product portfolio and go-to-market structure changes in digitalcameras and digital frames implemented over the last several quarterscontributed to substantially improved performance in those businesses.

Earningsfrom Operations in the Graphic Communications Group for the current quarterwere $42 million as compared to $26 million in the year ago quarter, animprovement of $16 million, driven primarily by higher equipment placements forour NexPress Color production presses, higher volume in workflowsoftware, digital printing consumables and digital plates, cost controlinitiatives in SG&A, and favorable foreign exchange.

These benefits were partially offset by the negative impactsof aluminum along with product mix in workflow software and prepress solutions.

Film Products Group posted earnings from operations of $122million for the third quarter versus $115 million in the year-ago quarter. ThisEFO at 25% of revenue demonstrates that FPG continues to achieve strongoperating margins despite experiencing double-digit revenue declines. This isdue to a disciplined focus on maintaining revenue and margin in key productareas while driving cost reductions across the board. We are now forecastingfull year FPG operating margins to be in the range of about 20%.

Overall total company traditional earnings were $91 millionfor the current quarter, versus $110 million in the prior year quarter, down$19 million, mostly due to lower volumes in our film, paper, and photofinishingbusinesses.

Separately, other income and interest expense improved by$51 million versus the prior year quarter. This is driven primarily by thebenefits to both interest income and interest expense from the impact on cashand debt balances resulting from the Health Group divestiture.

Turning to cash, our net cash generation for the thirdquarter reflected a use of $95 million, an increase in usage versus theprior-year quarter. Our year-over-year increase in trade receivables is largelyattributable to the timing and mix of product revenues across our variousbusinesses.

Inventories for the quarter were a bit higher in preparationfor growth in fourth quarter digital revenues. In addition, we have alreadybegun to adjust production rates in FPG to reduce inventories in that area bythe end of the year. We also have some timing differences as compared to theprior year related to cash receipts associated with non-recurring licensingagreements and asset sales.

Lastly, we had cash payments in this year’s third quarter tosettle certain tax and legal obligations. Our goal is to deliver a strongfourth quarter for net cash generation by carefully managing our inventories,consistent with our revenue and working capital goals, by continuing our focuson driving down past-due receivables, improving our payables cycle, and bydelivering a strong earnings performance from our more seasonal digitalbusinesses.

We ended the third quarter with $1.847 billion in cash andcash equivalents and our debt currently stand at $1.626 billion. We are verypleased with our strong balance sheet and the significant liquidity position itprovides us.

As stated in our press release, we continue to stay focusedon our goal of $100 million in net cash generation for 2007 and remainconfident in our ability to complete the major restructuring this year and makesignificant progress toward our target cost model.

With the success we are achieving in growing our digitalbusinesses, we now believe that 2007 digital revenue growth for the companywill be at the upper end of the 3% to 5% previously communicated and totalcompany revenue for 2007 will decline at the lower end of the 4% to 7% rangepreviously messaged.

We continue to forecast the company’s digital earnings of$150 million to $250 million, which corresponds to total company earnings fromoperations of $300 million to $400 million.

Thanks very much, and now Antonio and I would be happy totake your questions.

Question-and-AnswerSession

Operator

(Operator Instructions) We’ll take our first questionfrom Carol Sabbagha, Lehman Brothers.

Carol Sabbagha -Lehman Brothers

Thanks very much. Just a couple of quick questions; thefirst is on use of cash. Antonio, is there anymore clarity around what thepotential uses are, or the timing of when we are going to hear about it?

Antonio M. Perez

Not yet, Carol, but come February when we do our meeting inNew York, we hope to have a little more clarity of what we are going to do. Forthe moment, we still have the three possibilities that we’ve been evaluating.After internal investments in some of the, you know, commercializing thetechnology that we have in-house, obviously we are looking to see if thereare M&A opportunities that are appropriate and they are valuable and theyare the right price and fit with our product portfolio expansion. And then wecontinue to look at the possibility of share buy-back.

No decision has been made. We talk in every board meetingabout these possibilities and we’ll keep evaluating them.

Carol Sabbagha -Lehman Brothers

A couple more questions on inkjet; when do you expect thenew product lineup to come out? And after that, how quickly do you expect tocontinue to refresh the product portfolio?

Antonio M. Perez

I don’t understand the first part of the question, Carol.What did you say?

Carol Sabbagha -Lehman Brothers

I know you talked about introducing new products by year-endwhen you first introduced the three inkjet products. Do you know when we mightsee more additions to the 5100 and the 5300 and so on?

Antonio M. Perez

Well, if I said by the year-end, I guess it will be byyear-end. I don’t recall saying that but if I did say that, then it’s becauseit is going to be before year-end, so we’ll be introducing new products. That’sthe refreshment of the product line.

It will be around that time. I mean, this is a very highseason with a lot of volumes. It is very important for us to manage inventoriesinto the channel, supply chain and all that, but obviously we’ve been workingvery hard to refresh the product line and we are getting close to introducingsomething when it’s appropriate.

Carol Sabbagha -Lehman Brothers

And how would you characterize the pricing environment ininkjet in the third quarter broadly for the market, and specifically for you?And it looks like some of the new channel partners that you’ve announced, whilelarge like Wal-Mart and Sam’s Club, typically reach the lower end consumer. Howwould you within those channels try to reach the higher usage customer that youare targeting?

Antonio M. Perez

Actually, I don’t agree with that statement. That’s a verygeneric statement, Carol. Most of the soccer moms, they actually go and buythere and they are very, very high users of print, so you cannot make thatstatement in that generic way. I think they are very good channels for us.

What is going to drive the right customer is the businessmodel. It’s not so much the channel. You as a consumer has to be confrontedwith either you pay slightly less for the printer and a lot, lot more for theink, and I mean a lot more for the ink, or you might be more comfortable payinga very little more for the printer but getting a better printed page because ofour premier inks and saving a lot of money when you print.

I think that’s what’s going to define who is going to buythese printers.

Carol Sabbagha -Lehman Brothers

And my last question is for Frank, just on -- can you talkabout how much of a headwind silver and aluminum were in this quarter? Also,how much lower D&A there was in the quarter versus a year ago that ran throughthe operating numbers?

Frank S. Sklarsky

Right. If I look at the -- on the silver and aluminum, whilewe don’t split it out between silver and aluminum, the total of the two was $26million, and a lot of that was aluminum and it had a pretty significant impacton the margins for GCG. So I guess what I would say is if it were not for thenet impact of aluminum, GCG gross margins would have been up.

On the G&A, our G&A was down Q3 versus Q3 by about$37 million, or 8%.

Carol Sabbagha -Lehman Brothers

I’m sorry, did you say G&A? I meant depreciation andamortization. Sorry about that.

Frank S. Sklarsky

Okay, all right. Depreciation and amortization was down Iguess about -- a little over $100 million Q3 to Q3, but we are still on track-- we’ve had about $600 million year-to-date and about $100 million of that waswhat I would characterize as accelerated depreciation.

Carol Sabbagha -Lehman Brothers

Thank you very much.

Operator

We’ll take our next question from Jay Vleeschhouwer, MerrillLynch.

Jay Vleeschhouwer -Merrill Lynch

Thanks. Good morning. Antonio, with CDG driving the bulk ofthe revenue upside, at least versus our model, I would like to ask for a longerterm perspective on how you see the end game playing out, particularly on thedigital printing side and the consumer market. There are a number ofinteresting trends going on right now, just curious to see how you think itwill all come together.

We see for instance that total print volume growth seems tobe decelerating, although the market has substantially shifted to retail andonline venues. Digital camera growth lately has held up very well and seems tobe meeting or exceeding print growth. Again, that’s recent data, and so whenyou put all that together and your exposure across different venues, what doyou think the ultimate structure of the market might look like? And perhapsmost importantly, your share of the profit pool available with all of thatprinting in different venues? And then a couple of follow-ups.

Antonio M. Perez

Okay, that’s a short question.

Jay Vleeschhouwer -Merrill Lynch

It usually is, yeah.

Antonio M. Perez

So the digital camera market, it is growing faster than wethought it was going to grow and we are benefiting from it. We have a veryflexible supply chain that allowed us to move up and down very quickly withvolumes and this has been critical with the -- not only with the growth that weare experiencing but as well the great improvement in the bottom line of thisbusiness, so we are very pleased with that.

We still see, looking forward, we cannot expect this growthto continue. We believe that multi-function devices such as cell phones, whichwe are participating as you know, co-designing with Motorola, will take a partof that growth, although it’s not clear. We know that there is room forimprovement in the cell phones to make better cameras and we are not sure thatthe total digital camera single function device will go down, but in ourassumption of the numbers, we are going to assume that it is going to go down.That is not going to grow as fast as it is growing today.

We are very focused in certain segments of that market. Wefeel very comfortable with the fourth quarter and with the portfolio we havefor next year. That business is doing pretty well.

With printing, we are participating in the differentelements of printing, as you know. We are still in photofinishing, althoughthat is the silver halide based printing. We have an important participation inthat business. That business is going down and is being replaced by all themethodologies, all the technologies such as kiosks. That’s why we are enjoyingsuch nice growth, top line and bottom line with our kiosks and we are expandingthe portfolio because, as you said, it seems like more and more people aregetting comfortable with getting those prints in the stores, which is great forus.

And we see that growing because we believe eventually thesilver halide mini-labs, they will be replaced at the appropriate time for moreflexible, more economical technologies that we call dry labs, and we arealready offering those dry labs and we will continue to offer those. That is apossibility for growth for us because as you know, we are not -- we are notparticipating in the classic silver halide based mini-lab business. Since thatbusiness we believe is going to be transforming into dry labs, we see a veryinteresting opportunity for us for growth.

And then within the home, since we have so little of themarket, such a small part of the market, everything is growth for us. We justhave to get the word to the right people that we have a different valueproposition that will be in my view unbeatable for someone that prints a low.So that’s where we are after. We are after those people that print a lot andthey like a better printed page. We believe we have a better printed pagebecause it doesn’t fade, because it is more robust, because of the type of inksthat we use, and we do it at half the price. So we have to keep passing thatmessage and it’s going to take a while to get to everywhere that we want to go,but it’s moving along.

And for us, what’s happening with the overall market, itjust really doesn’t matter much at this point because it is all growth for usand we are going to get a piece of it, that’s for sure.

I don’t know if I answered the question. I went through allthe topics I thought, but if I didn’t, let me know what I missed.

Jay Vleeschhouwer -Merrill Lynch

Well, we can bring it up at the analyst meeting in moredepth. The second question is within GCG, what is the best evidence that youcan offer that the multi-product, or blended analog digital portfolio strategyis really working incrementally? Where is the one-plus-one equals threeevidence that having that kind of broad product line is in fact giving you acompetitive advantage for a material part of orders within GCG?

Antonio M. Perez

First, I forgot to say that your statement that most of theprogress was done in CDG, I do not agree with it. I think the progress in GCGfor me is phenomenal and it’s in line with what we expected.

Remember, it was never going to be that easy to come intothis market displacing the phenomenal companies that we are working with, and Idid mention my speech that the number of pages printed with express grew by38%. You know, that’s the money. That’s where the money is.

Now, going back to the proof, the proof is that look at ourworkflow software progress. That is a very important product line. It is theglue of the whole environment for this industry. We are making tremendousprogress with that. We are recognized as having the most complete, maybe theonly -- I wouldn’t say universal but comprehensive workflow that deals withmost of the issues, whether it’s production workflow, color managementworkflow, or business workflow. And we are integrating all of that and we don’tknow of anybody that is doing that certainly as well as we do.

It’s that business itself but it’s as well that is the bestlead generation and the best closing tool that we have for the rest of thebusinesses. And then the continuous improvement in the product line. You’ll seeGCG, it keeps quarter after quarter after quarter performing better and this isbecause of the whole, not because of any particular part. They all contribute.

We are still expanding the portfolio. We still have a lot to-- that is a huge market and we have as a portfolio, we apply to several partsof the business but within each one, we have very small portfolios. So we haveto expand the portfolio of photographic printing, we have to expand theportfolio of inkjet printing, which has you know we will be announcing thingsthis summer, very fundamental things for us in Drupa, we will be increasing theportfolio of our workflow, of our scanning, all of that.

You will see a very steady growth and steady progress in thetop line and in the bottom line of this business, which is what we want becausethe traction we have is a solid traction for this business.

Jay Vleeschhouwer -Merrill Lynch

Finally, if I may, a geography test for you; in the consumerdigital business on a currency-adjusted basis, your U.S. business in CDG isoutperforming your non-U.S. business. On the other hand, within GCG, yournon-U.S. business is materially outperforming your domestic business, both inthe quarter and year-to-date. There’s a pretty wide spread there, particularlyin GCG.

Antonio M. Perez

Very good, very good, so we have work to do. I agree. Iagree that we have to -- I will talk to Phil tomorrow morning and tell him thathe has to improve his performance outside the U.S. Believe me, he’s beenhearing that from me. Yes, we have a task to improve. I mean, I see that as anopportunity more than an issue, but it is an opportunity for us to increase ourCDG results outside the U.S.

I will tell you the reasons for this. There is a reason forall these things, and then as well for -- as far as GCG, there are differentparts. The EP is actually doing better in the U.S. than it is doing outside theU.S. Plates is probably slightly better outside the U.S., so you can’t take thewhole GCG as one and say that we are better in one place or the other.

But for the consumer market, the logical thing for us isintroduce things first in the U.S., tune-up the value proposition and thenmove. So obviously since we are new in this market, you are going to see firstthe impact in the U.S. market and then hopefully we can move that and we aremoving that into the rest of the world. We always introduce products, sometimessix months or nine months after the U.S., so you can possibly see the samerevenue stream.

Jay Vleeschhouwer -Merrill Lynch

Thank you very much.

Operator

And our next question comes from Matt Troy, Citigroup.

Matt Troy- Citigroup

A question for Frank, kind of a counter to Antonio’scommentary on the uses of cash or deployment of cash. Frank, you’ve been therefor about a year now, observed the different seasonalities of the old businessand the new business. When the dust settles on Antonio’s plan at year-end and youthink about the run-rate business model targets being achieved that you’vearticulated clearly for us in margins and growth rates, I was wondering, howmuch cash do you think you need to run the business over the course of a year?

If I go back in history, Kodak was a company that could veryefficiently run with $300 million, $400 million of cash on balance sheet. Youobviously have several multiples more than that today. How should we thinkabout the cash operating needs of the business in ’08?

Frank S. Sklarsky

That’s a good question and we thought about that quite abit. I think over time, as we raised the overall water level of profitabilitybeyond the major restructuring, and once we get beyond the end of the year, theoverall profitability level will go up and the cash needs obviously for majorrestructuring go away. So the water level goes up and so the seasonality won’tbe as much of an impact on us as it is today where we dip in the first half ofthe year and then recover later in the year.

So clearly at some point in time, we don’t anticipate thatwe are going to need $1 billion on the balance sheet to run the business.Currently, we want to make sure we get through the restructuring, wedemonstrate the growth that we’ve mentioned in the digital businesses, and theother thing that you are obviously aware is given our current rating category,make sure we have that cushion as we complete this transformation.

But obviously your point is right on that at some point intime, whether it is later next year or the early part of the following year, wedon’t expect to require that same level of what I’ll notional cash on thebalance sheet just as a cushion.

Antonio M. Perez

Another point, Matt, is that we only have really two orthree digital product lines that I would consider mature, which the runningrate of capital they are going to use is going to be low. Many of the productlines are new and it’s better to have a little more cash at hand than notbecause you are going to be making single moves in there to speed up thematurity of the product line.

When you look at the volume, the relative volumes of therecent product lines, there are only two or three that I would consider, youknow, we’re already there and we are managing this business with certain growthand all that. But many of them are in need of some kind of investment, againwhether it is a significant internal investment when we get to the rightpackaging all the technology or when we get to the right application, or maybean M&A acquisition here and there.

So we are still building. It’s like -- you know, the firstfour years, the first four-year plan was about two things basically; clean upthe film business, deal with the excess assets that we have there and theexcess number of people that we have there, make it such that it is asustainable business. And we’ve done that very much. I mean, that is done.

The second objective of the first four years, which we arefinishing now, was to create a group of nascent digital business with a lot ofpossibilities for the future. We’ve done that very well too, if you’ll allow meto be the judge of this.

The second phase, which we are starting now, is to scalethose businesses, and out of those businesses, we have I believe phenomenalproperties in the digital space that have enormous possibilities for expansionand that is not easy. I understand it is not easy and I understand thecomplexity of the market but we have six, seven digital properties that havephenomenal capabilities for value creation and this is why you see us -- Iwon’t say tentative but prudently looking about where do we put our resources?Which one of those are the ones that we are going to go for? Which obviously weknow a little more than we are telling you, but this is the process right now.

Matt Troy -Citigroup

Thank you. I understand. I’m in the camp that there is noquick lightning bolt use either. I’m just trying to get a sense for what kindof cash needs the business has; obviously structurally lower than what you’vegot today, which is a good thing.

My second question I guess would be for you, Antonio, andFrank. The silver halide paper and chemistry business has moved around. You’veindicated you are putting it back into a newly bundled group with film. I waswondering if you could just help me understand the thought process there alittle bit more clearly. Are you seeing a change in the way retailers arebuying product? Certainly I think if you talk to retailers today, there seemsto be a greater willingness to invest in onsite photofinishing, whatever thetechnology and form.

I was just wondering if you could maybe share with us justthe thought process or the reasoning behind recoupling that with the filmbusiness. What did you learn in the last 12 months?

Antonio M. Perez

The go-to-market is going to remain the same. The samepeople that are talking to the retail stores, they have to be able tocontemplate the whole ecosystem of printing in retail, whether is it kiosk orhome printers, web-based with distribution to the stores or mini-labs -- allthose options. So it has to be the same, so the go-to-market has not changed.

What we have found though in the last year is that we wantto manage very efficiently the resources we have dedicated to silver halide.And you can imagine that when a business, some part of the business is goingdown, others are stable like EI, others are in a phase that might start goingdown, you want to manage all that capacity in a unified way, in an integratedway.

That’s why we’ve done what we’ve done. We have not changedthe go-to-market, so none of the trends that you were describing that we areaware of have made a dent or influenced this decision.

The go-to-market is the same. It’s the same people who aregoing to deal with the customer issues and try to make the most appropriatebuild for those customers. It’s the back office, the back-end of the business,that’s the one where we can improve by putting it all under one head andmanaging those assets in the most effective way.

Why didn’t we do that before? With all the work that we aredoing with the restructuring, it was something that we wanted to do -- it wasjust not possible. It was not just a prudent thing to do. We think this is theright time. The restructuring is over so we are going to ask Mary Jane to runthis and get the maximum efficiency of those assets that we have.

Frank S. Sklarsky

An additional benefit to the investment community is atleast at the business unit level, there will be a good transparency between ourdigital and traditional performance.

Matt Troy -Citigroup

Right, right. Last question, Antonio, in terms of justmessaging and to make sure expectations are level set; in terms of the streamtechnology, you’ve previously indicated we can expect to see something at Drupain 2008. Is that a demonstration technology? What is the product path there interms of commercialization? It is a demonstration to be followed by launchlater in the year? Or is it more of a 2009, 2010 launch?

And then the second question would be just simply productbreadth; you’ve taken the Canon product and made it your own. I’m wonderingabout your trajectory there and thoughts on expanding the portfolio further,either build versus buy. If you could just talk about breadth. That’s all I’vegot. Thanks.

Antonio M. Perez

As far as the continuous inkjet stream, you are going to seeboth in Drupa. You are going to see products that we’ll be starting to sell atthat time and you are going to see as well a demonstration of technology whosereal volumes will come the year after or six months after that. You are goingto see both.

You are going to see as well the possibilities of thetechnologies, so maybe those three things. There are going to be real productsthat you could take, or some people will take. I don’t think you will buy one,but you are going to see as well products that are not ready to ship but theyare going to be demonstrated and will be shipping a few months after that. Andthen you are going to see the power of the technology and the role, thepossible role that this technology could have within the world of printing. Youare going to see those three things.

As far as portfolio, we didn’t take a product from Canon. Wetook an engine. We took an engine and with that and a lot of things that we putin, we created a product. That is not the end of our activities. We willcontinue to do things like that and we will continue to do add-on engines aswell. We are looking at all sorts of possibilities. We will expand. We have toexpand the portfolio of EP to be a better participant, and we are doing verywell with express but as -- we are not taking advantage of the whole EP market,so we need to do that.

But again, we didn’t get a product from Canon and make itour own. We did not do that. There is a component that comes from Canon andfrom that component, we made a product which has a lot more than thatcomponent. And actually, we believe that our product is significantly differentthan the Canon product.

Matt Troy -Citigroup

And you’ve been pleased with sell-through trends thus far?It’s early days I realize, but the initial traction has been good?

Antonio M. Perez

I am never pleased with any of my sales. I always tell mypeople that we should be selling a lot more, but having said that, it’s movingwell. We get it into markets and into business that we couldn’t get before, soI am happy with the product. But there is so much in EP that we can have accessto that I am not happy with the whole idea of our EP portfolio yet, but it’s anopportunity.

Matt Troy -Citigroup

I understand. Thank you very much for the time.

Operator

We’ll take our next question from Shannon Cross, CrossResearch.

Shannon Cross - CrossResearch

Good morning, or we’ll getting close to afternoon. Anyway,just a few questions; first, can you talk a little bit, Antonio, on the inkjetside? I’m just curious; you had some advertisements when you launched, TVcommercials and that trying to explain. I would have thought you might be outmore with that, so if you can talk a little bit about that, and then I have acouple of follow-ups.

Antonio M. Perez

We do spend a lot on advertising, Shannon, but it is not somuch in that type of media. We do a lot over the web and you will spend a lotof money again in store. At this point in time with the capacity and thevolumes that we have, our business thrust is to get our products in the channeland make sure that when they are in the channel, they are well-presented. So wehave to make enough, we have to put them in all the channels, and they have tobe well-presented in the channels.

We know that the traffic to buy a printer is basically donefor us by the other guys, the HPs of the world and the Canons of the world, theEpsons of the world. They are already luring you into going and buying a newprinter, so all we have to do for now is wait for you at the store and when youcome into the store, pull you aside and say Madam, did you consider the factthat we have this phenomenal value proposition. So if you print a lot, thiswill be useful.

There will be a time that you will see us more public tocreate traffic to our own product. We don’t think it’s the most efficient wayright now. We are basically selling the products that we make, so clearly moretraffic is not going to help us. What we have to increase is the number ofpeople that we can attract once they get to the store, attract to our productso we can improve the velocity in the store.

That is the whole effort but we are spending a lot of moneydoing that.

Shannon Cross - CrossResearch

Okay, and can you -- another question, with regard to inkjetmanufacturing, it appears that there have been some -- at least some issues interms of ramping production. Can you give us anymore specifics and things thatyou are doing to change? I would have thought manufacturing with Flex and -- itdidn’t seem to me that you were -- you had a new technology with the print headside but in terms of reinventing the wheel, where have the issues come up andhow can we be confident that you’ve alleviated them enough to hit the 500,000target?

Antonio M. Perez

There are a bunch of things that you said there, Shannon.Flex is -- Flextronics is one of our partners. It is not the largest partner wehave. I don’t know if you know that, but it’s not, so it’s not just Flex. Wehave other partners and they have many other lines and to get this volume ofprinters, there are a lot of issues that happen when you try to raise volumes.

We don’t have -- in my experience in inkjets, we don’t haveany problem that I haven’t seen in any other company that I work for when youare trying to increase the volumes of a complex product like that. We do havethose issues. We had some connectivity issues because we missed -- some of theconfigurations of the PCs in the homes are very different than we wereexpecting, so there were some connectivity issues. We dealt with those. We aredealing with those.

When you strive to the process you have to create certainsub-assembly, it works very well when you have to make, I don’t know, 2,000 a week. It’s not as good whenyou are going to move to 4,000 aweek, so you keep improving those. This is just an everyday thing on themanufacturing scaling. There is nothing specific that I can mention that willbe different than the normal issue that you will have when you do that. That iswhy we actually set ourselves for a number of 500,000.

Honestly, we could have gone and said well, we’re sure thatwe can make a lot more. We should go for a higher number. We looked at it andsince I make few mistakes in this business in the past, said well, let’s put anumber that we can make this and please let’s make sure that this -- this year,the objective is to get some market share, to get our notion in the market, getcustomers to understand who we are, why our value proposition, you know,500,000 is a good number to start and learn a lot from the first budgets andthings that you have to do.

For instance, we didn’t want to introduce the nextgeneration of products, which you can imagine we’ve been working on for thelast two years already. We didn’t work on just one, we worked on several as anyother company does. I’m not saying anything silly.

We are not going to ship them until we are sure that weunderstood the issues that came when we introduced the first one, so the secondone should be able to not to have any of those issues and be a better productoverall.

We are right on that track. Our plan is to make and sell500,000, learn a lot, not only from the manufacturing point of view, suppliers,we have new suppliers. They have to learn to give us more parts and highervolume. Sometimes they do it, sometimes they don’t, so you have to look foranother supplier that is able to scale better, and so on and so forth.

So this is the year of doing what I just described. The yearof scale is going to be the year after and the year after.

Shannon Cross - CrossResearch

Can you give us an update on your CMOS business? I didn’tsee much discussion on it within the MD&A. I may have missed it, butanything you can give.

Antonio M. Perez

We made a few announcements about the processing -- youknow, the progress we are making in technology. I think we make some publicannouncement about low-light capabilities which are fundamental. One of theobjectives of our CMOS team is to make sure that eventually, we come withcameras that don’t need a flash, which as you know is one of the negatingelements of a good digital camera and it causes a lot of trouble for colormanagement and many other things, battery power and all of that. So we made alot of progress there.

We are working -- I think we said that we are working thelarge, volume product that you are going to see is going to be in a cell phone,and this is a project that we are working intensely with a leader in theindustry, Motorola, and we will -- you will see the effect of that.

And then the other one is in the fourth quarter, you aregoing to see, we just introduced it about a month ago, one of our digitalcameras at very low-end that has one of our CMOS sensors.

Again, this is a long cycle business. We have our plansthere for volumes but the two places where you can see the CMOS business comeinto relative volumes is in our low-end digital camera and in the first andsecond Motorola phones. That’s what you are going to see. We are working onother deals but those are things that you are going to see soon.

Shannon Cross - CrossResearch

Okay, and I just have two quick questions; the first one,you talked about earlier in the year $250 million in IP licensing revenue,about 70% of which would be non-recurring. It appears that --

Antonio M. Perez

I never said that. I never said that. I said 250 wasrecurring. I said at least 2,050 from the deals that we have already signed.That’s what I said.

Frank S. Sklarsky

Two-hundred and fifty million.

Antonio M. Perez

What did I say? Yeah, $250 million at least I said from thedeals that we have already signed, and I didn’t want to do any other forecastfor any other thing because I don’t know what deals we are going to have. Wemight have deals that are going to be based on cash or we might have deals thatare going to be a relationship for a new business, or we might have deals thatwould be very different like this.

So I can’t -- we can’t and we don’t want to and it wouldn’tbe helpful for anybody, especially for us, to set a forecast of royalties. AllI said is what I -- the only thing I could say, which is the deals that we havesigned so far, I know they are going to deliver in 2007 at least $250 million.

Shannon Cross - CrossResearch

Okay.

Antonio M. Perez

[Probably going to be] other deals, but --

Shannon Cross - CrossResearch

Okay, and then just my last question is can you just talkabout when we can expect -- maybe this is for Frank -- GAAP earnings to equalpro form from the standpoint of -- so just quickly, of the 250, within thatnumber, was there a portion that was non-recurring of the deals you had signedat the beginning of the year? If you can answer that, then --

Frank S. Sklarsky

We’re not really characterizing a split in the amount thatgoes in, either on a quarterly basis or a year-to-date, the split betweenrecurring or non-recurring. I think we want stick for now to our at least 250for the year, as Antonio had characterized, and then look at additionallicensing deals as they might occur.

Shannon Cross - CrossResearch

Okay, and then just a last question with regard to GAAPequal to pro forma, any idea when we can start to see that from an earningsstandpoint? And you say major restructuring, I assume -- I mean, we’ve seenthis with a number of companies like Xerox and others, restructuring can go onfor a long time.

Frank S. Sklarsky

I think the best way to characterize that one is we said themajor restructuring will be completed this year. We are still holding to thatand very confident of that. Every company -- every company in the world hasongoing initiatives to further drive its efficiency and costs and so on and soforth. We’ll be no different. I think what we had said back in February is thatthere will be about $100 million in potential cash payments in 2008 as itrelated to what I’ll call the flap-over associated with 2007 and prior actins.We are still holding to that.

In terms of any P&L impact of any actions we might takein the future, no where in any realm on the order of magnitude that we’ve seenover the last four years. What we are talking about is well under $100 millionand whether we characterize that -- how we characterize that on the P&L, wehaven’t specifically landed on that just yet, but very, very little.

So you will start to see a much closer connection betweenpro forma and GAAP earnings going forward after the fourth quarter.

Shannon Cross - CrossResearch

Thank you.

Operator

That does conclude today’s question-and-answer session. Atthis time, I would like to turn the call over to you, Mr. Perez, for anyadditional or closing remarks.

Antonio M. Perez

Thank you very much for joining us. Thank you for yourquestions. They are always useful, very useful. In my view, all the pieces arecoming together and we are delivering the objectives that we set ourselves for2007. First, we have expanded our digital product portfolio the customers areembracing; we have created a great team of people not only at the top level,like Phil and Mary Jane, but as well underneath those managers, we have verystrong people, the managers, you know, manage the P&Ls and I feel verycomfortable with the level of expertise and their commitment.

We have created with all this work a much morecost-effective business model and then we have the IP and we have the brand towork with. So this is the platform from which I believe we can launch andsustain profitable growth and this is the new Kodak that we have been sayingwill emerge after these four years of restructuring. This is what I believe weare. Thank you very much.

Operator

That does conclude today’s conference call. We do thank youfor your participation. You may disconnect at this time.

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Source: Eastman Kodak Q3 2007 Earnings Call Transcript

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