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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): October 10, 2003
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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Item 5. Other Events and Regulation FD Disclosure.
On October 10, 2003, the Registrant completed the offering and
sale of $500 million of 7.25% Senior Notes due 2013. The 7.25%
Senior Notes were issued under an Indenture dated as of January 1,
1988 between the Registrant and The Bank of New York, as trustee
(the "Trustee"), as supplemented by a First Supplemental
Indenture thereto dated as of September 6, 1991, a Second
Supplemental Indenture thereto dated as of September 20, 1991, a
Third Supplemental Indenture thereto dated as of January 26,
1993, a Fourth Supplemental Indenture thereto dated as of March 1,
1993 and a Fifth Supplemental Indenture thereto dated as of
October 10, 2003 (as so supplemented, the "Indenture"). The
foregoing offering of senior notes was made pursuant to the
Registrant's Registration Statement on Form S-3 (File No. 333-
108562); and the Registrant has filed with the Securities and
Exchange Commission a final Prospectus Supplement pursuant to
Rule 424(b)(2) under the Securities Act of 1933 relating to
such offering. The Registrant is filing as exhibits to
this Current Report on Form 8-K certain agreements and
instruments related to the foregoing transaction, and the pro
forma ratio of earnings to fixed charges, which was calculated
to reflect this transaction and the concurrent sale, in a private
placement to qualified institutional buyers, pursuant to Rule
144A under the Securities Act of 1933, of the Registrant's
3.375% Convertible Senior Notes due 2033, as the combined proceeds
from both offerings will be used to retire debt presently
outstanding. These documents are listed on the exhibit list
under Item 7 of this Form 8-K.
Item 7. Financial Statements and Exhibits
Exhibit No.
(1) Underwriting Agreement, dated October 7, 2003, among
Eastman Kodak Company and Citigroup Global Markets Inc. and
Lehman Brothers Inc., acting severally on behalf of themselves
and the other several underwriters named therein, relating to
the offering and sale of $500 million of 7.25% Senior Notes
due 2013.
(4) H. Form of the 7.25% Senior Notes due 2013.
(99) Computation of Pro Forma Ratio of Earnings to Fixed Charges.
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SIGNATURES
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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/ James M. Quinn
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Name: James M.Quinn
Title: Assistant General
Counsel, Secretary
Date: October 10, 2003