EASTMAN KODAK CO
10-Q, 1995-11-03
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                                                                 <PAGE> 1



                            SECURITIES AND EXCHANGE COMMISSION

                                  Washington, D.C. 20549

                                        FORM 10-Q


           X  Quarterly report pursuant to Section 13 or 15(d) of the 
              Securities Exchange Act of 1934 

              For the quarterly period ended September 30, 1995 

                                   or

              Transition report pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934 

              For the transition period from      to      
          

              Commission File Number 1-87


                                  EASTMAN KODAK COMPANY                 
                  (Exact name of registrant as specified in its charter)


       NEW JERSEY                                        16-0417150    
(State of incorporation)                                 (IRS Employer
                                                         Identification No.)

343 STATE STREET, ROCHESTER, NEW YORK                    14650     
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:      716-724-4000


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months, and (2) has been subject to such filing 
requirements for the past 90 days.
Yes  X        No     

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the latest practicable date.


                                         Number of Shares Outstanding at
                Class                           September 30, 1995
     Common Stock, $2.50 par value               342,106,930
<PAGE>

                                                                  <PAGE> 2     

<TABLE>
Eastman Kodak Company and Subsidiary Companies
CONSOLIDATED STATEMENT OF EARNINGS
<CAPTION>
(in millions)                                      Third Quarter            Three Quarters
                                                   1995      1994             1995     1994 
<S>                                              <C>       <C>             <C>       <C>
REVENUES
  Sales                                          $3,813    $3,529          $10,888   $9,709
  Earnings from equity interests and other                                   
    revenues                                         64         2              190       70
                                                 ------    ------          -------   ------
         TOTAL REVENUES                           3,877     3,531           11,078    9,779
                                                 ------    ------          -------   ------
COSTS
  Cost of goods sold                              1,987     1,967            5,630    5,219 
  Selling, general and administrative expenses    1,037       972            3,030    2,644 
  Research and development costs                    244       221              696      655 
  Interest expense                                   20        28               58      113  
  Other charges                                      77        25              138      133
                                                 ------    ------          -------   ------
         TOTAL COSTS                              3,365     3,213            9,552    8,764 
                                                 ------    ------          -------   ------
Earnings from continuing operations
 before income taxes                                512       318            1,526    1,015
Provision for income taxes from continuing
 operations                                         174       125              549      382 
                                                 ------    ------          -------   ------
Earnings from continuing operations before
 extraordinary item                                 338       193              977      633

Loss from discontinued operations                    -         -                -       (81) 
                                                 ------    ------          -------   ------
Earnings before extraordinary item                  338       193              977      552

Extraordinary item                                   -         -                -       (13) 
                                                 ------    ------          -------   ------

         NET EARNINGS                            $  338    $  193          $   977   $  539    
                                                 ======    ======          =======   ======



Earnings per share from continuing
 operations before extraordinary item            $  .99    $  .57          $  2.86   $ 1.89

Loss per share from discontinued operations          -         -                -      (.24)
                                                 ------    ------          -------   ------
Earnings per share before extraordinary item        .99       .57             2.86     1.65

Extraordinary item                                   -         -                -      (.04)
                                                 ------    ------          -------   ------
Earnings per share                               $  .99    $  .57          $  2.86   $ 1.61
                                                 ======    ======          =======   ======


CONSOLIDATED STATEMENT OF RETAINED EARNINGS

Retained earnings at beginning of period         $4,838    $4,552          $ 4,485   $4,469
Net earnings                                        338       193              977      539
Cash dividends declared                            (136)     (136)            (409)    (401)
Other changes                                         5        (3)              (8)      (1)        
- ------                                           ------    -------         ------
         RETAINED EARNINGS at end of period      $5,045    $4,606          $ 5,045   $4,606
                                                 ======    ======          =======   ======

- ----------------------------------------------------------------------------------------------
                              See Notes to Financial Statements
</TABLE>


                                                  
<PAGE>

                                                                  <PAGE> 3
<TABLE>
Eastman Kodak Company and Subsidiary Companies
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
<CAPTION>
                                                      Sept. 30,       Dec. 31,      
                                                        1995            1994        
(in millions)
<S>                                                  <C>             <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents                            $ 1,268         $ 2,020         
Marketable securities                                     65              48        
Receivables (net of allowances of $124 and $120)       3,076           3,064        
Inventories                                            1,947           1,480        
Deferred income tax charges                              514             711        
Other                                                    199             360        
                                                     -------         -------        
     Total current assets                              7,069           7,683        
                                                     -------         -------        
PROPERTIES
Land, buildings and equipment at cost                 12,623          12,299        
Less: Accumulated depreciation                         7,275           7,007        
                                                     -------         -------        
     Net properties                                    5,348           5,292        
                                                     -------         -------        
OTHER ASSETS
Goodwill (net of accumulated
  amortization of $275 and $226)                         581             616        
Long-term receivables and other
  noncurrent assets                                      911             872        
Deferred income tax charges                              504             505        
                                                     -------         -------        
     TOTAL ASSETS                                    $14,413         $14,968        
                                                     =======         =======        
- ------------------------------------------------------------------------------------
LIABILITIES AND SHAREOWNERS' EQUITY

CURRENT LIABILITIES
Payables                                             $ 3,326         $ 3,398        
Short-term borrowings                                    412             371        
Taxes-income and other                                   526           1,701        
Dividends payable                                        136             136         
Deferred income tax credits                               22             129        
                                                     -------         -------        
     Total current liabilities                         4,422           5,735        

OTHER LIABILITIES 
Long-term borrowings                                     653             660        
Postemployment liabilities                             3,734           3,671        
Other long-term liabilities                              738             790        
Deferred income tax credits                              106              95        
                                                     -------         -------        
     Total liabilities                                 9,653          10,951        
                                                     -------         -------        
SHAREOWNERS' EQUITY
Common stock at par*                                     972             966        
Additional capital paid in or
   transferred from retained earnings                    593             515        
Retained earnings                                      5,045           4,485        
Accumulated translation adjustment                       105               8        
                                                     -------         -------        
                                                       6,715           5,974        
Less: Treasury stock shares at cost*                   1,955           1,957        
                                                     -------         -------        
     Total shareowners' equity                         4,760           4,017        
                                                     -------         -------        
     TOTAL LIABILITIES AND SHAREOWNERS' EQUITY       $14,413         $14,968        
                                                     =======         =======        
<FN>
* Common stock: $2.50 par value, 950 million shares authorized, 389 million shares issued as
of Sept. 30, 1995 and 386 million shares issued as of December 31, 1994.  Treasury stock at cost 
consists of approximately 47 million shares at each balance sheet date.
- -----------------------------------------------------------------------------------------------
                                See Notes to Financial Statements
</TABLE>
<PAGE>

                                                                  <PAGE> 4
<TABLE>
Eastman Kodak Company and Subsidiary Companies
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
                                                                   Three Quarters
                                                                 1995          1994 
(in millions)
<S>                                                           <C>           <C>
Cash flows from operating activities:                         


Earnings from continuing operations before 
 extraordinary item                                           $   977       $   633
Adjustments to reconcile above earnings to net cash
 provided by operating activities:
    Depreciation and amortization                                 641           613
    Provision (benefit) for deferred taxes                         97            (8)
    Loss on sale and retirement of properties                      39            38
    Decrease (increase) in receivables                             50          (128)
    Increase in inventories                                      (424)         (131)
    Increase in liabilities excluding borrowings                  394            77
    Other items, net                                             (335)         (244)
                                                              -------       -------
       Total adjustments                                          462           217
                                                              -------       -------
       Net cash provided by operating activities                1,439           850
                                                              -------       -------

Cash flows from investing activities:
    Additions to properties                                      (695)         (814)
    Proceeds from sale of properties and investments               78            41
    Marketable securities - sales                                  23           242
    Marketable securities - purchases                              -            (27)
    Payment for purchase of Qualex, net of cash acquired         (100)          (48)
    Cash flows related to sales of non-imaging
     health businesses                                         (1,212)           -
                                                              -------       -------
       Net cash used in investing activities                   (1,906)         (606)
                                                              -------       -------

Cash flows from financing activities:
    Net (decrease) increase in commercial paper borrowings
     of 90 days or less                                          (259)        1,385
    Proceeds from other borrowings                              2,529             2
    Repayment of other borrowings and certain financial
      instruments                                              (2,236)       (2,297)
    Dividends to shareowners                                     (409)         (429)
    Exercise of employee stock options                             82            29
                                                              -------       -------
       Net cash used in financing activities                     (293)       (1,310)
                                                              -------       -------
Effect of exchange rate changes on cash                             8            16
                                                              -------       -------

Net decrease in cash and cash equivalents                        (752)       (1,050)
Cash and cash equivalents, beginning of year                    2,020         1,635
                                                              -------       -------
    Cash and cash equivalents, end of quarter                 $ 1,268       $   585
                                                              =======       =======
- ----------------------------------------------------------------------------------------
                           See Notes to Financial Statements
</TABLE>
<PAGE>
                                                                     
                                                                  <PAGE> 5
                       NOTES TO FINANCIAL STATEMENTS


BASIS OF PRESENTATION

The financial statements have been prepared by the Company in accordance with 
the accounting policies stated in the 1994 Annual Report and should be read 
in conjunction with the Notes to Financial Statements appearing therein.  In 
the opinion of the Company, all adjustments (consisting only of normal 
recurring adjustments) necessary for a fair presentation have been included 
in the financial statements.  The statements are based in part on estimates 
and have not been audited by independent accountants.  The annual statements 
will be audited by Price Waterhouse LLP.
- -----------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES

The Company and its subsidiary companies are involved in lawsuits, claims, 
investigations and proceedings, including product liability, commercial, 
environmental, and health and safety matters, which are being handled and 
defended in the ordinary course of business.  There are no such matters 
pending that the Company and its General Counsel expect to be material in 
relation to the Company's business, financial condition or results of 
operations.

- -----------------------------------------------------------------------------

RECLASSIFICATIONS

Certain 1994 financial statement amounts have been reclassified to conform 
with the 1995 presentation.  


                                    David J. FitzPatrick, Controller
                                    November 3, 1995

<PAGE>

                                                                  <PAGE> 6
Management's Discussion and Analysis of Financial Condition and Results
of Operations
<TABLE>
SUMMARY
<CAPTION>
(in millions, except                   Third Quarter                 Three Quarters     
earnings per share)                1995      1994    Change      1995      1994    Change
<S>                              <C>       <C>       <C>      <C>        <C>       <C>
Sales                            $3,813    $3,529      +8%    $10,888    $9,709     +12%
Earnings (loss) from operations
 before extraordinary item:
   Continuing                       338       193                 977       633
   Discontinued                      -         -                   -        (81) 
Net earnings                        338       193                 977       539
Earnings per share                  .99       .57                2.86      1.61
</TABLE>
Sales of $3,813 million for the third quarter of 1995 increased 8% over the 
third quarter of 1994 while year-to-date sales of $10,888 million were up 12% 
over the comparable period of last year.  Excluding sales of Qualex (a U.S. 
photofinishing company which had been treated as an equity investment until 
the remainder of its outstanding shares were acquired in August, 1994), sales 
increased 6% for the quarter and 9% for the year to date over a year ago.  
Sales for the quarter and year to date benefited from volume gains and the 
favorable effects of foreign currency rate changes, but were adversely 
affected by lower effective selling prices.  Currency changes favorably 
affected 1995 sales by $76 million for the quarter and $394 million for the 
year to date.  Net earnings for the 1995 third quarter and year to date of 
$338 million ($.99 per share) and $977 million ($2.86 per share), 
respectively, increased significantly over the comparable periods of 1994.  
Benefits realized from higher volumes, manufacturing productivity, the 
favorable effects of foreign currency rate changes, lower interest expense, 
higher investment income and a lower effective tax rate were only partially 
offset by cost escalation, lower effective selling prices and increased 
selling, general and administrative (SG&A) activity.  Net earnings for the 1994 
third quarter were adversely affected by approximately $60 million ($.18 per 
share) for costs related to the acquisition of Qualex and incremental charges 
associated with asset valuations.  These charges and other adjustments 
related to repair parts inventory valuations and revenues on certain service 
agreements adversely impacted 1994 year-to-date net earnings by approximately 
$90 million ($.27 per share). 

During 1994, the Company divested the following non-imaging health 
businesses:  the pharmaceutical and consumer health businesses of Sterling 
Winthrop Inc., the household products and do-it-yourself products businesses 
of L&F Products and the Clinical Diagnostic Division.  These businesses have
been reported as discontinued operations.

Net earnings for the 1994 year to date were reduced by an after-tax 
extraordinary charge of $13 million ($.04 per share) related to the early 
extinguishment of debt. 


- ------------------------------------------------------------------------------
                                        
<TABLE>
Sales by Segment (in millions)
<CAPTION>
                                            Third Quarter             Three Quarters
                                   1995      1994     Change     1995      1994     Change
<S>                              <C>       <C>       <C>      <C>        <C>       <C>
Consumer Imaging                           
  Inside the U.S.                $  761    $  645      +18%   $ 2,064    $1,646      +25%
  Outside the U.S.                1,078       968      +11      2,920     2,532      +15 
                                 ------    ------      ---    -------    ------      ---
   Total Consumer Imaging         1,839     1,613      +14      4,984     4,178      +19
                                 ------    ------      ---    -------    ------      ---
Commercial Imaging
  Inside the U.S.                   988       996       -1      2,920     2,861       +2
  Outside the U.S.                  995       920       +8      3,009     2,670      +13
                                 ------    ------      ---    -------    ------      ---
   Total Commercial Imaging       1,983     1,916       +3      5,929     5,531       +7 
                                 ------    ------      ---    -------    ------      ---
Deduct Intersegment Sales            (9)       -                  (25)       -
                                 ------    ------      ---    -------    ------      ---
   Total Worldwide               $3,813    $3,529       +8%   $10,888    $9,709      +12%
                                 ======    ======      ===    =======    ======      ===
</TABLE>
- ------------------------------------------------------------------------------
SEGMENT SALES

In the Consumer Imaging segment, sales to customers inside the U.S. increased 
for the quarter and year to date, when compared with sales for the same 
periods of 1994.  Excluding the sales of Qualex, sales increased 8% in the
quarter and 5% year to date as increased volumes were only partially offset
by lower effective selling prices.  Outside the U.S., sales increased
significantly in the quarter and year to date compared with last year, as
good increases in unit volumes and the favorable effects of foreign currency
rate changes were only slightly offset by lower effective selling prices. 
Single-use cameras, Ektacolor paper and Kodacolor 35mm film were the major
contributors to the worldwide volume gains in the third quarter and year to
date.
<PAGE>


                                                                  <PAGE> 7

In the Commercial Imaging segment, sales to customers inside the U.S. for the 
1995 third quarter were down 1% from the third quarter a year ago.  
Year-to-date sales for 1995 were up 2% over the comparable period a year ago, 
which reflected a reduction for revenue adjustments on certain service 
agreements.  Excluding these adjustments, sales were up slightly year to date 
as volume increases were partially offset by lower effective selling prices.  
Sales to customers outside the U.S. increased in the third quarter and were 
up significantly year to date when compared with 1994.  In both the quarter 
and year-to-date periods, the benefits from increased unit volumes and the 
favorable effects of foreign currency rate changes were only partially offset 
by lower effective selling prices.  Worldwide volume increases for the 
quarter and year to date were led by Motion Picture and Television Imaging 
and Digital and Applied Imaging products.  
- ------------------------------------------------------------------------------

<TABLE>
COSTS AND EXPENSES
<CAPTION>

                                        Third Quarter                Three Quarters     
(in millions)                      1995      1994    Change     1995      1994   Change

<S>                              <C>       <C>       <C>      <C>       <C>      <C>
Gross profit                     $1,826    $1,562     +17%    $5,258    $4,490    +17%
  Percent of Sales                 47.9%     44.3%              48.3%     46.2%  
Selling, general and             
 administrative expenses         $1,037    $  972      +7%    $3,030    $2,644    +15%
  Percent of Sales                 27.2%     27.5%              27.8%     27.2%  
Research and development costs   $  244    $  221     +10%    $  696    $  655     +6%
  Percent of Sales                  6.4%      6.3%               6.4%      6.7%
</TABLE>
- ------------------------------------------------------------------------------
Gross profit as a percent of sales in the 1994 third quarter was reduced by 
approximately 1.3 percentage points due to purchase accounting adjustments 
relating to the acquisition of Qualex and incremental charges associated with 
asset valuations.  The 1994 year-to-date gross profit percentage was reduced 
by approximately 0.8 percentage points due to these adjustments and 
adjustments related to repair part inventory valuations and revenue on 
certain service agreements.  Excluding these adjustments, gross profit as a 
percent of sales increased 2.3 percentage points and 1.3 percentage points in 
the third quarter and year to date, respectively, as the benefits from higher 
volumes and manufacturing productivity gains more than offset the unfavorable 
effects of cost escalation and product mix changes.  SG&A expenses increased 7%
in the quarter and 15% for the year to date when compared with 1994.  The 
quarter and year-to-date SG&A expense increases are due primarily to the
unfavorable effects of foreign currency rate changes on locally incurred
costs and higher distribution and administrative costs.  
- ------------------------------------------------------------------------------

<TABLE>
Earnings from Operations
 by Industry Segment     
<CAPTION>

(in millions)                            Third Quarter                 Three Quarters  

                                   1995      1994    Change     1995        1994   Change
<S>                              <C>       <C>       <C>      <C>        <C>       <C>
Consumer Imaging                  $ 405     $ 269     +51%    $  962      $  756    +27%
  Percent of Sales                 22.0%     16.7%              19.3%       18.1%   

Commercial Imaging                $ 146     $  94     +55%    $  585      $  423    +38%
  Percent of Sales                  7.4%      4.9%               9.9%        7.6%   
                                  -----     -----     ---     ------      ------    ---

Total                             $ 551     $ 363     +52%    $1,547      $1,179    +31%
                                  =====     =====     ===     ======      ======    ===
</TABLE>
- ------------------------------------------------------------------------------
SEGMENT EARNINGS

Consumer Imaging operating earnings increased sharply in the third quarter 
and year to date when compared with the comparable periods of last year.  
Benefits realized from increased unit volumes, manufacturing productivity and 
the favorable effects of foreign currency rate changes were only partially 
offset by increased SG&A expenses, cost escalation and lower effective selling 
prices.  Operating earnings for the 1994 third quarter and year to date were 
adversely impacted by $55 million of incremental charges related to asset 
valuations and costs associated with the acquisition of Qualex.
<PAGE>


                                                                  <PAGE> 8

Commercial Imaging segment operating earnings for the third quarter increased 
55% over 1994 as the benefits from manufacturing productivity, lower SG&A costs
and the favorable effects of foreign currency rate changes were only partially 
offset by cost escalation, lower effective selling prices and higher research 
and development costs.  Year-to-date operating earnings were up 38% over a 
year ago as the benefits from manufacturing productivity, increased unit 
volumes and the favorable effects of foreign currency rate changes were only 
partially offset by cost escalation, lower effective selling prices and 
higher research and development costs.  Third quarter 1994 operating earnings 
were adversely impacted by approximately $35 million of incremental charges 
for asset valuations.  For the 1994 year to date, these charges plus 
adjustments related to revenue on certain service agreements and repair parts 
inventory valuations reduced operating earnings by approximately $83 million.
- ------------------------------------------------------------------------------
OTHER REVENUES AND COSTS

Earnings from equity interests and other revenues were higher in the quarter 
and year to date, when compared with the comparable periods of 1994, due 
primarily to increased interest income earned on higher average cash balances 
and increased earnings from equity interests.  Earnings from equity interests 
in 1994 included a loss of $7 million in the third quarter and $13 million in 
the year to date for the period during which the investment in Qualex was 
accounted for using the equity method.  Interest expense for the 1995 third 
quarter and year to date decreased, when compared with 1994, due to lower 
average borrowings.  The net effect of foreign exchange transactions and the 
translation of net monetary items in highly inflationary economies was a loss 
of $31 million in the 1995 third quarter and $41 million for the year to date 
compared with losses of $6 million and $50 million in the 1994 third quarter 
and year to date, respectively.  The 1995 year-to-date effective tax rate was 
36% compared with 37% for 1994.  
- ------------------------------------------------------------------------------
CASH DIVIDENDS

During the third quarter of 1995, a cash dividend of $136 million (40 cents per 
share) was declared on the Company's common stock.  Total cash dividends 
declared for the year-to-date periods of 1995 and 1994 amounted to 
$409 million and $401 million, respectively.

FINANCIAL POSITION

Cash and marketable securities were $1,333 million at the end of the third 
quarter compared with $2,068 million at year-end 1994.  This decrease includes 
the effect of  approximately $1.3 billion of tax payments related to the 
divestiture of the non-imaging health businesses.  Net working capital at the 
end of the quarter increased to $2,647 million from $1,948 million at year-end 
1994, primarily due to an increase in inventories.  Projected operating cash 
flows are expected to be adequate to support normal business operations, 
planned capital expenditures and dividend payments in 1995.

On October 17, 1995, the Company announced it plans to repurchase up to $1 
billion of its outstanding common stock.  The stock repurchase will be made 
from available cash reserves, cash from operations and new borrowings to the 
extent necessary.  The repurchase is expected to be completed over the next 
nine months.  The Company also announced its intention to contribute 
approximately $500 million of Kodak stock to its defined benefit pension plan 
in the U.S.  This contribution will provide a funding level consistent with 
the Company's view of what will be needed to meet future obligations of the 
plan.  Based on prices in effect as of October 17, 1995, the net reduction in 
outstanding common shares from the stock repurchase and pension plan 
contribution will be approximately 2.5%.  

CAPITAL ADDITIONS

Capital additions for the third quarter of 1995 were $236 million compared 
with $187 million for the third quarter of 1994.  For the 1995 year to date, 
capital additions were $695 million compared with $814 million a year ago.  
Year-to-date 1994 capital additions include approximately $292 million of 
equipment previously leased and subsequently purchased upon the termination 
of a Master Lease agreement.  The provision for depreciation for the first 
three quarters of 1995 was $592 million compared with $582 million for the 
comparable period of 1994.

<PAGE>


                                                                  <PAGE> 9

                        Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings

In April 1987, the Company was sued in federal district court in San 
Francisco by a number of independent service organizations who alleged 
violations of Sections 1 and 2 of the Sherman Act and of various state 
statutes in the sale by the Company of repair parts for its copier and 
micrographics equipment (Image Technical Service, Inc. (ITS), et al v. 
Eastman Kodak Company).  The complaint sought unspecified compensatory and 
punitive damages.  Trial began on June 19, 1995 and concluded on September 
18, 1995 with a jury verdict for plaintiffs of $23,948,300, before trebling.  
The Company intends to appeal the jury's verdict and otherwise to continue to 
defend this action vigorously.

Two cases that raise essentially the same antitrust issues as ITS are pending 
in federal district court in San Francisco (Nationwide, et al v. Eastman 
Kodak Company, filed March 10, 1995, and A-1 Copy Center, et al v. Eastman 
Kodak Company, filed December 13, 1993, the latter a consolidated class 
action).  The complaints in Nationwide and A-1 seek unspecified compensatory 
and punitive damages.  Discovery was stayed in both cases pending completion 
of the ITS trial.  The Company expects that activity in both these cases will 
now accelerate, with the possibility of trials within the next two years.  As 
is the case in ITS, the Company is defending both of these matters 
vigorously.

The Company is participating in the Environmental Protection Agency's (EPA) 
Toxic Substances Control Act (TSCA) Section 8 (e) Compliance Audit Program.  
As a participant, the Company has agreed to audit its files for materials 
which under current EPA guidelines would be subject to notification under 
Section 8 (e) of TSCA and to pay stipulated penalties for each report 
submitted under this program.  The Company anticipates that its liability 
under the Program will be $1,000,000.

In addition to the foregoing environmental action, the Company has been 
designated as a potentially responsible party (PRP) under the Comprehensive 
Environmental Response, Compensation, and Liability Act of 1980, as amended 
(the Superfund law), or under similar state laws, for environmental 
assessment and cleanup costs as the result of the Company's alleged 
arrangements for disposal of hazardous substances at approximately 
twenty-five Superfund sites.  With respect to each of these sites, the 
Company's actual or potential allocated share of responsibility is small.  
Furthermore, numerous other PRPs have similarly been designated at these 
sites and, although the law imposes joint and several liability on PRPs, as a 
practical matter, costs are shared with other PRPs.  Settlements and costs 
paid by the Company in Superfund matters to date have not been material.  
Future costs are also not expected to be material to the Company's financial 
condition or results of operations.



Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits and financial statement schedules required as part of 
                this report are listed in the index appearing on page 11.

           (b)  Reports on Form 8-K 
                No reports on Form 8-K were filed or required to be filed for 
                the quarter ended September 30, 1995.
<PAGE>

                                                                  <PAGE> 10

                                 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 thereunto duly authorized.


                                              EASTMAN KODAK COMPANY
                                                  (Registrant)




Date    November 3, 1995                  

                                        David J. FitzPatrick, Controller,
                                        Principal Accounting Officer and
                                        Duly Authorized Officer
 
<PAGE>
                                                
                                                                  <PAGE> 11

                        Eastman Kodak Company and Subsidiary Companies

                     Index to Exhibits and Financial Statement Schedules


Exhibit                                                             Page No.

       
    (11)  Computation of Earnings Per Common Share                    12

    (27)  Financial Data Schedule, Exhibit (27) - Submitted  
          with the EDGAR filing as a second document to this
          Form 10-Q                                                         
<PAGE>
                                                                  <PAGE> 12

<TABLE>                                          
                                                                             Exhibit (11)
                          Eastman Kodak Company and Subsidiary Companies
                                                                             
                             Computation of Earnings Per Common Share
<CAPTION>
                                                   Third Quarter               Three Quarters
                                                   1995      1994              1995       1994
                                                    (in millions, except per share amounts)

<S>                                              <C>       <C>              <C>       <C>
Earnings from continuing operations before
 extraordinary item                               $ 338     $ 193             $ 977      $ 633

Loss from discontinued operations                    -         -                 -         (81)
                                                  -----     -----             -----      -----
Earnings before extraordinary item                  338       193               977        552

Extraordinary item                                   -         -                 -         (13)
                                                  -----     -----             -----      -----

          Net Earnings                            $ 338     $ 193             $ 977      $ 539
                                                  =====     =====             =====      =====

Average number of common shares outstanding       342.0     339.4             341.1      334.3

Earnings per share from continuing
 operations before extraordinary item             $ .99     $ .57             $2.86      $1.89

Loss per share from discontinued operations          -         -                 -        (.24) 
                                                  -----     -----             -----      -----
Earnings per share before extraordinary item        .99       .57              2.86       1.65

Extraordinary item                                   -         -                 -        (.04)
                                                  -----     -----             -----      -----
Earnings per share                                $ .99     $ .57             $2.86      $1.61
                                                  =====     =====             =====      =====

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
THIRD QUARTER 1995 FORM 10-Q OF EASTMAN KODAK COMPANY, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000031235
<NAME> EASTMAN KODAK COMPANY
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<EXCHANGE-RATE>                                    1.0
<CASH>                                           1,268
<SECURITIES>                                        65
<RECEIVABLES>                                    3,076
<ALLOWANCES>                                       124
<INVENTORY>                                      1,947
<CURRENT-ASSETS>                                 7,069
<PP&E>                                          12,623
<DEPRECIATION>                                   7,275
<TOTAL-ASSETS>                                  14,413
<CURRENT-LIABILITIES>                            4,422
<BONDS>                                            653
<COMMON>                                           972
                                0
                                          0
<OTHER-SE>                                       3,788
<TOTAL-LIABILITY-AND-EQUITY>                    14,413
<SALES>                                         10,888
<TOTAL-REVENUES>                                11,078
<CGS>                                            5,630
<TOTAL-COSTS>                                    5,630
<OTHER-EXPENSES>                                 3,864
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  58
<INCOME-PRETAX>                                  1,526
<INCOME-TAX>                                       549
<INCOME-CONTINUING>                                977
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       977
<EPS-PRIMARY>                                     2.86
<EPS-DILUTED>                                        0
        

</TABLE>


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