EASTMAN KODAK CO
10-Q, 1996-10-28
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, 1996 

                                   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, 1996
     Common Stock, $2.50 par value               333,246,654
<PAGE>

                                                                  <PAGE> 2    

                                                 
<TABLE>
Eastman Kodak Company and Subsidiary Companies
CONSOLIDATED STATEMENT OF EARNINGS
<CAPTION>
(in millions)                                      Third Quarter             Three Quarters
                                                   1996      1995             1996      1995 
<S>                                              <C>       <C>             <C>       <C>
REVENUES
  Sales                                          $4,149    $3,813          $11,654   $10,888
  Earnings from equity interests and other                   
    revenues                                         30        64              173       190
                                                 ------    ------          -------   -------         
     TOTAL REVENUES                               4,179     3,877           11,827    11,078
                                                 ------    ------          -------   -------
COSTS
  Cost of goods sold                              2,152     1,987            6,028     5,630 
  Selling, general and administrative expenses    1,119     1,037            3,227     3,030
  Research and development costs                    252       244              740       696
  Interest expense                                   20        20               59        58
  Other costs                                        14        77               70       138 
                                                 ------    ------          -------   -------
     TOTAL COSTS                                  3,557     3,365           10,124     9,552
                                                 ------    ------          -------   -------
Earnings before income taxes                        622       512            1,703     1,526 
Provision for income taxes                          212       174              579       549
                                                 ------    ------          -------   -------
     NET EARNINGS                                $  410    $  338          $ 1,124   $   977     
                                                 ======    ======          =======   =======



Earnings per share                               $ 1.22    $  .99          $  3.32   $  2.86


CONSOLIDATED STATEMENT OF RETAINED EARNINGS

Retained earnings at beginning of period         $5,633    $4,838          $ 5,184   $ 4,485
Net earnings                                        410       338            1,124       977
Cash dividends declared                            (134)     (136)            (406)     (409)
Other changes                                        (2)        5                5        (8)
                                                 ------    ------          -------   -------
     RETAINED EARNINGS at end of period          $5,907    $5,045          $ 5,907   $ 5,045
                                                 ======    ======          =======   =======

- ----------------------------------------------------------------------------------------------
                              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,
                                                        1996            1995
(in millions)
<S>                                                  <C>             <C>
ASSETS

CURRENT ASSETS
Cash and cash equivalents                            $   916         $ 1,764
Marketable securities                                     27              47
Receivables                                            3,171           3,145
Inventories                                            1,947           1,660
Deferred income tax charges                              541             520
Other                                                    217             173
                                                     -------         -------
     Total current assets                              6,819           7,309
                                                     -------         -------
PROPERTIES
Land, buildings and equipment at cost                 12,937          12,652
Less: Accumulated depreciation                         7,520           7,275
                                                     -------         -------
     Net properties                                    5,417           5,377
                                                     -------         -------
OTHER ASSETS
Goodwill (net of accumulated
  amortization of $356 and $326)                         504             536
Deferred income tax charges                              337             344
Long-term receivables and other
  noncurrent assets                                      961             911
                                                     -------         -------
     TOTAL ASSETS                                    $14,038         $14,477
                                                     =======         =======
- -------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Payables                                             $ 3,098         $ 3,327
Short-term borrowings                                    601             586
Taxes-income and other                                   857             567
Dividends payable                                        134             137
Deferred income tax credits                               37              26
                                                     -------         -------
     Total current liabilities                         4,727           4,643

OTHER LIABILITIES 
Long-term borrowings                                     564             665
Postemployment liabilities                             3,134           3,247
Other long-term liabilities                              673             704
Deferred income tax credits                              101              97
                                                     -------         -------
     Total liabilities                                 9,199           9,356
                                                     -------         -------
SHAREHOLDERS' EQUITY
Common stock at par*                                     978             974
Additional capital paid in or 
   transferred from retained earnings                    907             803
Retained earnings                                      5,907           5,184
Accumulated translation adjustment                        67              93
                                                     -------         -------
                                                       7,859           7,054
Less: Treasury stock at cost*                          3,020           1,933
                                                     -------         -------
     Total shareholders' equity                        4,839           5,121
                                                     -------         -------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $14,038         $14,477
                                                     =======         =======
<FN>
* Common stock: $2.50 par value, 950 million shares authorized, 391 million shares issued as
of September 30, 1996 and 390 million shares issued as of December 31, 1995.  Treasury stock at
cost consists of approximately 58 million shares at September 30, 1996 and 44 million shares at 
December 31, 1995. 
- -----------------------------------------------------------------------------------------------
                                See Notes to Financial Statements
</TABLE>
<PAGE>

                                                                   <PAGE> 4

<TABLE>
Eastman Kodak Company and Subsidiary Companies
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
                                                                  Three Quarters 
                                                                 1996          1995 
(in millions)
<S>                                                           <C>           <C>
Cash flows from operating activities:                         


Net earnings                                                  $ 1,124       $   977
Adjustments to reconcile above earnings to net cash
 provided by operating activities:
    Depreciation and amortization                                 661           641
    (Benefit) provision for deferred taxes                        (26)           97
    Loss on sale and retirement of properties                      34            39
    (Increase) decrease in receivables                            (61)           50
    Increase in inventories                                      (307)         (424)
    Increase in liabilities excluding borrowings                   39           394
    Other items, net                                              (15)         (335)
                                                              -------       -------
       Total adjustments                                          325           462
                                                              -------       -------
       Net cash provided by operating activities                1,449         1,439
                                                              -------       -------

Cash flows from investing activities:
    Additions to properties                                      (831)         (695)
    Proceeds from sale of properties and investments               66            78 
    Marketable securities - sales                                  40            23
    Marketable securities - purchases                             (20)           - 
    Payment for purchase of Qualex                                 -           (100)
    Cash flows related to sales of non-imaging
      health businesses                                            (8)       (1,212)
                                                              -------       -------
        Net cash used in investing activities                    (753)       (1,906)
                                                              -------       -------

Cash flows from financing activities:
    Net decrease in commercial paper borrowings
      of 90 days or less                                         (219)         (259)
    Proceeds from other borrowings                              1,224         2,529
    Repayment of other borrowings                              (1,091)       (2,236)
    Dividends to shareholders                                    (409)         (409)
    Exercise of employee stock options                             84            82
    Stock repurchases                                          (1,131)           - 
                                                              -------       -------
        Net cash used in financing activities                  (1,542)         (293)
                                                              -------       -------
Effect of exchange rate changes on cash                            (2)            8
                                                              -------       -------

Net decrease in cash and cash equivalents                        (848)         (752)
Cash and cash equivalents, beginning of year                    1,764         2,020
                                                              -------       -------
     Cash and cash equivalents, end of quarter                $   916       $ 1,268
                                                              =======       =======
- ------------------------------------------------------------------------------------------
                           See Notes to Financial Statements
</TABLE>
<PAGE>
                                                                     
                                                                  <PAGE> 5


                       NOTES TO FINANCIAL STATEMENTS

NOTE 1

BASIS OF PRESENTATION

The financial statements have been prepared by the Company in accordance with 
the accounting policies stated in the 1995 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.


NOTE 2

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.


NOTE 3

RECLASSIFICATIONS

Certain 1995 financial statement amounts have been reclassified to conform 
with the 1996 presentation.




                                    David J. FitzPatrick
                                    Vice President and Controller
                                    October 28, 1996


<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)                1996      1995    Change      1996      1995   Change
<S>                              <C>       <C>       <C>      <C>       <C>       <C>
Sales                            $4,149    $3,813     + 9%    $11,654   $10,888    + 7% 
Net earnings                        410       338     +21%      1,124       977    +15%
Earnings per share                 1.22       .99     +23%       3.32      2.86    +16%
</TABLE>
1996

Sales were $4,149 million for the 1996 third quarter and $11,654 million for 
the first three quarters.  Net earnings were $410 million for the 1996 third 
quarter ($1.22 per share) and $1,124 million for the first three quarters 
($3.32 per share).

During the 1996 second quarter, Kodak concluded a $1 billion share repurchase 
program and initiated an additional $2 billion repurchase program which is 
expected to extend over the next two to three years.

On September 9, 1996, Danka Business Systems PLC and Kodak announced that 
they have signed an agreement for Danka to acquire the sales, marketing, and 
equipment service operations of Kodak's Office Imaging business, as well as 
Kodak's facilities management business known as Kodak Imaging Services.  In 
connection with this agreement, Kodak will supply high-volume copiers and 
printers to Danka.  Danka will pay Kodak $684 million in cash and assume 
certain assets and operating liabilities.  Completion of the agreement is 
subject to approval by Danka shareholders as well as regulatory consents.  
The parties plan to close the transaction by December 31, 1996.  As of 
December 31, 1995, the unaudited book value of the net assets to be acquired 
was approximately $800 million.  The transaction will result in an estimated 
book loss of approximately $250 million after tax, which will be recorded at 
the time of closing, assuming receipt of shareholder approval and regulatory 
consents. 

1995

Sales were $3,813 million for the 1995 third quarter and $10,888 million for 
the first three quarters.  Net earnings were $338 million for the 1995 third 
quarter ($.99 per share) and $977 million for the first three quarters ($2.86 
per share).
- ------------------------------------------------------------------------------
<TABLE>
Sales by Industry Segment
<CAPTION>
                                        Third Quarter               Three Quarters
(in millions)                      1996      1995    Change      1996      1995  Change
<S>                              <C>       <C>       <C>      <C>       <C>      <C>
Consumer Imaging                           
  Inside the U.S.                $  898    $  761     +18%    $ 2,359   $ 2,064   +14%
  Outside the U.S.                1,184     1,078     +10       3,205     2,920   +10
                                 ------    ------     ---     -------   -------   --- 
Total Consumer Imaging            2,082     1,839     +13       5,564     4,984   +12
                                 ------    ------     ---     -------    ------   --- 
Commercial Imaging
  Inside the U.S.                 1,030       988     + 4       2,994     2,920   + 3
  Outside the U.S.                1,046       995     + 5       3,120     3,009   + 4
                                 ------    ------     ---      ------   -------   --- 
Total Commercial Imaging          2,076     1,983     + 5       6,114     5,929   + 3
                                 ------    ------     ---     -------   -------   --- 
Deduct Intersegment Sales            (9)       (9)                (24)      (25)          
                                 ------    ------     ---     -------   -------   --- 
Total Sales                      $4,149    $3,813     + 9%    $11,654   $10,888   + 7%
                                 ======    ======     ===     =======   =======   === 
</TABLE>
- -----------------------------------------------------------------------------
<TABLE>
Earnings from Operations
 by Industry Segment     
(in millions)
<CAPTION>
                                        Third Quarter               Three Quarters     
                                   1996      1995*   Change     1996       1995*   Change
<S>                              <C>       <C>       <C>      <C>        <C>       <C>
Consumer Imaging                  $ 411     $ 399     + 3%    $  994     $  945     + 5%
  Percent of Sales                 19.7%     21.7%              17.9%      19.0%       
Commercial Imaging                $ 216     $ 152     +42%    $  664     $  602     +10% 
  Percent of Sales                 10.4%      7.7%              10.9%      10.2%       
                                  -----     -----     ---     ------     ------     ---
Total Earnings from Operations    $ 627     $ 551     +14%    $1,658     $1,547     + 7%
                                  =====     =====     ===     ======     ======     ===

* Certain amounts have been reclassified to conform with the 1996 presentation.
- -------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                                                  <PAGE> 7    
<TABLE>
COSTS AND EXPENSES
<CAPTION>
                                       Third Quarter                Three Quarters     
(in millions)                      1996      1995    Change     1996      1995   Change
<S>                              <C>       <C>       <C>      <C>       <C>      <C>
Gross profit                     $1,997    $1,826     +9%     $5,626    $5,258    +7%
  Percent of Sales                 48.1%     47.9%              48.3%     48.3%      
Selling, general and             
 administrative expenses         $1,119    $1,037     +8%     $3,227    $3,030    +7%
  Percent of Sales                 27.0%     27.2%              27.7%     27.8%      
Research and development costs   $  252    $  244     +3%     $  740    $  696    +6%
  Percent of Sales                  6.1%      6.4%               6.3%      6.4%      

- -------------------------------------------------------------------------------------------
</TABLE>
1996 COMPARED WITH 1995

Third quarter

For the third quarter of 1996, sales increased 9% compared with the third 
quarter of 1995, primarily due to higher unit volumes, partially offset by 
lower effective selling prices and the unfavorable effects of foreign 
currency rate changes.

Sales in the Consumer Imaging segment increased 13%, due to higher unit 
volumes partially offset by lower effective selling prices and the 
unfavorable effects of foreign currency rate changes.  Sales inside the U.S. 
increased 18%, primarily due to higher unit volumes partially offset by lower 
effective selling prices.  Sales outside the U.S. increased 10%, due to 
higher unit volumes partially offset by lower effective selling prices and 
the unfavorable effects of foreign currency rate changes.  All major product 
lines achieved solid sales growth, led by the Company's Qualex photofinishing 
subsidiary, Advantix products, color photographic papers and Kodacolor 35mm 
films.

Sales in the Commercial Imaging segment increased 5%, due to higher unit 
volumes partially offset by the unfavorable effects of foreign currency rate 
changes and lower effective selling prices.  Sales inside the U.S. increased 
4%, due to higher unit volumes slightly offset by lower effective selling 
prices.  Sales outside the U.S. increased 5%, with higher unit volumes 
partially offset by the unfavorable effects of foreign currency rate changes 
and lower effective selling prices.  Worldwide increases were led by digital 
and professional motion imaging products.

Earnings from operations increased 14%, as the benefits of higher unit 
volumes were partially offset by lower effective selling prices and higher 
selling, general and administrative expenses.

Earnings from operations in the Consumer Imaging segment increased 3%, well 
below the 13% rate of sales growth.  The benefits of higher unit volumes were 
partially offset by lower effective selling prices and increased selling, 
general and administrative expenses.  The higher selling, general and 
administrative expenses were primarily attributable to increased advertising 
and promotional expenditures associated with the summer Olympics.  Lower 
earnings in photofinishing operations outside the U.S. also contributed to 
the lower rate of earnings growth.  

Earnings from operations in the Commercial Imaging segment increased 42% 
compared with the 5% rate of sales growth.  The benefits of higher unit 
volumes and manufacturing productivity were slightly offset by lower 
effective selling prices and higher selling, general and administrative 
expenses.  Earnings increases were led by motion picture films, copiers and 
health imaging products. 

For the third quarter of 1996, earnings from equity interests and other 
revenues decreased due to lower earnings from equity interests and lower 
gains on sales of capital assets.  Other costs decreased due to lower net 
losses from foreign exchange transactions and the translation of net monetary 
items in highly inflationary economies.  There was no change in the effective 
tax rate compared with the third quarter of 1995. 

Year to date

For the first three quarters of 1996, sales increased 7% compared with the 
first three quarters of 1995, primarily due to higher unit volumes, partially 
offset by lower effective selling prices and the unfavorable effects of 
foreign currency rate changes.

Sales in the Consumer Imaging segment increased 12%, as higher unit volumes 
were slightly offset by lower effective selling prices and the unfavorable 
effects of foreign currency rate changes.  Sales inside the U.S. increased 
14%, due to higher unit volumes slightly offset by lower effective selling 
prices.  Sales outside the U.S. increased 10%, due to higher unit volumes 
partially offset by the unfavorable effects of foreign currency rate changes 
and lower effective selling prices.  Worldwide growth was led by sales gains 
of the Company's Qualex photofinishing subsidiary along with increased sales 
of color photographic papers, Advantix products, Kodacolor 35mm films and 
one-time-use cameras.

<PAGE>
                                                                   <PAGE> 8   

Sales in the Commercial Imaging segment increased 3%, due to higher unit 
volumes somewhat offset by the unfavorable effects of foreign currency rate 
changes and lower effective selling prices.  Sales inside the U.S. increased 
3% due to higher unit volumes.  Sales outside the U.S. increased 4%, due to 
higher unit volumes somewhat offset by the unfavorable effects of foreign 
currency rate changes and lower effective selling prices.  Worldwide growth 
was led by digital and professional motion imaging products.

Earnings from operations increased 7%, as the benefits of higher unit volumes 
and manufacturing productivity were partially offset by higher advertising 
and other expenses associated with the introduction of Advantix products and 
the summer Olympics, lower effective selling prices, unfavorable effects of 
foreign currency rate changes and increased research and development 
expenditures.

Earnings from operations in the Consumer Imaging segment increased 5%, as the 
benefits of higher unit volumes and manufacturing productivity were somewhat 
offset by higher selling, general and administrative expenses and lower 
effective selling prices.  Approximately sixty percent of the increased 
selling, general and administrative expenses were due to higher advertising 
expenditures primarily related to the introduction of Advantix products and 
the summer Olympics.

Earnings from operations in the Commercial Imaging segment increased 10%, as 
the benefits of higher unit volumes and manufacturing productivity were 
partially offset by lower effective selling prices, higher selling, general 
and administrative expenses, increased research and development expenditures 
and the unfavorable effects of foreign currency rate changes.

Other costs decreased due to lower net losses from foreign exchange 
transactions and the translation of net monetary items in highly inflationary 
economies.  The decrease in the effective tax rate from 36% during the first 
three quarters of 1995 to 34% during the first three quarters of 1996 
principally results from the utilization of certain foreign tax loss 
carryforwards.

- ------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES

Available cash reserves and cash from operations have been and will be used 
to complete the $2 billion stock repurchase program.

Cash flow from operations for the first three quarters of 1996 was $1,449 
million, primarily due to $1,124 million of net earnings, which included $661 
million of non-cash depreciation and amortization expenses, a $307 million 
increase in inventories and a $61 million increase in receivables.  Net cash 
outflow from investing activities was $753 million for the first three 
quarters of 1996, due primarily to capital expenditures of $831 million.  Net 
cash outflow from financing activities of $1,542 million for the first three 
quarters of 1996 was primarily due to $1,131 million of stock repurchases and 
$409 million of dividend payments.

During the third quarter of 1996, a cash dividend of $134 million (40 cents 
per share) was declared on the Company's common stock, versus $136 million 
(40 cents per share) a year ago.  Total cash dividends declared for the 
year-to-date periods of 1996 and 1995 amounted to $406 million ($1.20 per 
share) and $409 million ($1.20 per share), respectively.

Cash, cash equivalents and marketable securities were $943 million at the end 
of the third quarter, compared with $1,811 million at year-end 1995.  Net 
working capital at the end of the quarter was $2,092 million, compared with 
$2,666 million at year-end 1995.  Both decreases are primarily attributable 
to the stock repurchase program.

Projected operating cash flows are expected to be adequate to support normal 
business operations, planned capital expenditures, the stock repurchase 
program, and dividend payments in 1996.

Capital additions for the third quarter of 1996 were $299 million compared 
with $236 million for the third quarter of 1995.  For the first three quarters 
of 1996, capital additions were $831 million versus $695 million a year ago.

- ------------------------------------------------------------------------------
<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 has appealed the jury's verdict (the appeal was argued in the 9th 
Circuit on September 19, 1996) and intends to continue to defend this action 
vigorously.

Three cases that raise essentially the same antitrust issues as ITS are 
pending (Nationwide, et al v. Eastman Kodak Company, filed March 10, 1995, 
A-1 Copy Center, et al v. Eastman Kodak Company, filed December 13, 1993, and 
Broward Microfilm, Inc. v. Eastman Kodak Company, filed February 27, 1996).  
The Nationwide and A-1 cases are pending in federal district court in San 
Francisco, while Broward Microfilm is pending in federal district court in 
Miami.  A-1 is a consolidated class action, while Broward Microfilm purports 
to be a national class action.  The complaints in all three cases seek 
unspecified compensatory and punitive damages.  As is the case in ITS, the 
Company is defending these matters vigorously.

As a participant in the Environmental Protection Agency's (EPA) Toxic 
Substances Control Act (TSCA) Section 8 (e) Compliance Audit Program, the 
Company 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's participation in the Program will conclude in the fourth 
quarter, with a payment by the Company of a civil penalty of $750,000.

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 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, 1996.
<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    October 28, 1996                  

                                              David J. FitzPatrick
                                              Vice President and Controller
<PAGE>
                                                
                                                                   <PAGE> 11

                        Eastman Kodak Company and Subsidiary Companies

                     Index to Exhibits and Financial Statement Schedules

                                                                    Page No.
Exhibit


    (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
                                                   1996      1995              1996      1995
                                                    (in millions, except per share amounts)
<S>                                              <C>       <C>              <C>       <C>
Earnings before income taxes                     $  622    $  512            $1,703    $1,526

Provision for income taxes                          212       174               579       549
                                                 ------    ------            ------    ------
  Net Earnings                                   $  410    $  338            $1,124    $  977
                                                 ======    ======            ======    ======
Average number of common shares outstanding       335.4     342.0             339.0     341.1
                                                 ------    ------            ------    ------
Earnings per share                               $ 1.22    $  .99            $ 3.32    $ 2.86
                                                 ======    ======            ======    ======
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
THIRD QUARTER 1996 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-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                    1.0
<CASH>                                             916
<SECURITIES>                                        27
<RECEIVABLES>                                     3171
<ALLOWANCES>                                       107
<INVENTORY>                                       1947
<CURRENT-ASSETS>                                  6819
<PP&E>                                           12937
<DEPRECIATION>                                    7520
<TOTAL-ASSETS>                                   14038
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