1 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): August 24, 2005 Eastman Kodak Company (Exact name of registrant as specified in its 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 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))

2 ITEM 2.05 Costs Associated with Exit or Disposal Activities On August 24, 2005, Eastman Kodak Company committed to actions to consolidate its worldwide manufacturing operations as part of its continuous program to address aggressively the accelerating decline in demand for consumer film and photographic paper. These actions are a part of the Company's restructuring program that was originally announced on January 22, 2004, and subsequently expanded on July 20, 2005. Manufacturing of color photographic paper for North America will be consolidated at plants in Windsor, Colorado, and Harrow, England, resulting in the closure of an operation in Rochester, N.Y. The Company will incur restructuring-related charges of approximately $95 million. Included in these charges are employee termination benefits of approximately $33 million and accelerated depreciation on equipment and inventory write-offs of approximately $62 million. In addition, the Company will record approximately $3 million in operating charges related to executing this action. This action will be completed by the end of 2005. An operation in Rochester that recycles polyester waste and part of an operation that processes polyester raw material in the manufacturing of Estar polyester film base will be closed by the end of 2005. Kodak will purchase finished raw material and will contract to have polyester waste recycled by firms with resource recovery expertise. As a result of this action, the Company will incur restructuring-related charges of approximately $25 million. Included in these charges are accelerated depreciation on equipment and inventory write-offs of approximately $21 million, employee severance of approximately $3 million, and other exit costs of approximately $1 million. Manufacturing capacity for consumer film products in Xiamen, China, will be reduced. As a result of this action, the Company will incur restructuring-related charges of approximately $30 million. Included in these charges is accelerated depreciation on equipment of approximately $29 million and other exit costs of approximately $1 million. This action will be completed by July 31, 2006. The severance, other exit costs, and the operating charges require the outlay of cash, while the accelerated depreciation and inventory write-offs represent non-cash charges. A copy of the August 25, 2005 press release related to these actions is attached as Exhibit (99.1). ITEM 9.01 Financial Statements and Exhibits (c) Exhibit (99.1) Eastman Kodak Company press release dated August 25, 2005 regarding actions initiated to consolidate the Company's worldwide manufacturing operations.

3 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. ----------------------------- Richard G. Brown, Jr. Controller Date: August 25, 2005

4 EASTMAN KODAK COMPANY INDEX TO EXHIBITS Exhibit No. (99.1) Eastman Kodak Company press release dated August 25, 2005 regarding actions initiated to consolidate the Company's worldwide manufacturing operations.

                                                          Exhibit (99.1)

Media Contact:
Christopher Veronda 585-724-2622   christopher.veronda@kodak.com


Kodak Announces Manufacturing Capacity Reductions in U.S. and China


ROCHESTER, N.Y., Aug. 25 - Eastman Kodak Company announced actions
to consolidate its worldwide manufacturing operations as part of its
ongoing program to rapidly adjust to the accelerating decline in
demand for consumer film and photographic paper.

  Pursuant to a restructuring program originally announced in January
2004 and expanded last month, and consistent with marketplace demand,
current actions include:

  -  Consolidate color photographic paper manufacturing for North America
     at plants in Windsor, Colo., and Harrow, England, resulting in the
     closure of an operation in Rochester by the end of October;
  -  Close by year-end an operation in Rochester that recycles polyester
     waste and part of an operation that processes polyester raw material
     in the manufacturing of Estar polyester film base. Kodak will
     purchase finished raw material and will contract to have polyester
     waste recycled by firms with resource recovery expertise;
  -  Reduce manufacturing capacity for consumer film products at its plant
     in Xiamen, China.

  None of these actions will impact Kodak's ability to continue serving
worldwide customers with traditional film and paper products. Together,
these actions will result in a reduction in employment of about 900
positions, more than half in Rochester. Charges totaling about $153
million, primarily related to asset write-offs and separation benefits,
will be taken related to the actions.

  "These actions are regrettable because they impact our Kodak people
whose performance has been outstanding, but they are necessary in light
of the accelerated declines in consumer film and paper," said Daniel T.
Meek, director of Global Manufacturing & Logistics. "We will continue
to move aggressively to competitively position our operations and adjust
our manufacturing footprint and capacity for the marketplace realities."

  Meek noted that Kodak is committed to strengthening its leadership
position in the three segments of the imaging market: consumer, health
and graphic communications, both traditional and digital.

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2005