ek10qsept2008.htm



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, 2008
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:     585-724-4000
_____________

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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer    [X]      Accelerated filer    [  ]      Non-accelerated filer    [  ]       Smaller reporting company   [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes    [   ]            No    [X]

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


 
Title of each Class
Number of shares Outstanding at
October 24, 2008
 
Common Stock, $2.50 par value
268,460,335
   
   


 
 
 


Eastman Kodak Company
Form 10-Q
September 30, 2008

Table of Contents

   
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54
     
 
55
 
56
     
     


 
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Part I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

EASTMAN KODAK COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in millions, except per share data)

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
                    
 
2008
   
2007
   
2008
   
2007
 
                         
Net sales
  $ 2,405     $ 2,533     $ 6,983     $ 7,081  
Cost of goods sold
    1,744       1,856       5,312       5,332  
   Gross profit
    661       677       1,671       1,749  
Selling, general and administrative expenses
    363       424       1,180       1,253  
Research and development costs
    100       132       381       409  
Restructuring costs, rationalization and other
    48       100       40       480  
Other operating expenses (income), net
    3       6       (14 )     (33 )
Earnings (loss) from continuing operations before interest expense, other
income (charges), net and income taxes
    147       15       84       (360 )
Interest expense
    26       28       80       84  
Other income (charges), net
    8       38       38       79  
Earnings (loss) from continuing operations before income taxes
    129       25       42       (365 )
Provision (benefit) for income taxes
    28       (7 )     (145 )     (68 )
Earnings (loss) from continuing operations
    101       32       187       (297 )
(Loss) earnings from discontinued operations, net of income taxes
    (5 )     5       289       758  
NET EARNINGS
  $ 96     $ 37     $ 476     $ 461  
                                 
Basic net earnings (loss) per share:
                               
  Continuing operations
  $ 0.36     $ 0.11     $ 0.65     $ (1.03 )
  Discontinued operations
    (0.02 )     0.02       1.01       2.63  
  Total
  $ 0.34     $ 0.13     $ 1.66     $ 1.60  
                                 
Diluted net earnings (loss) per share:
                               
  Continuing operations
  $ 0.35     $ 0.11     $ 0.65     $ (1.03 )
  Discontinued operations
    (0.02 )     0.02       1.01       2.63  
  Total
  $ 0.33     $ 0.13     $ 1.66     $ 1.60  
                                 
Number of common shares used in basic net earnings (loss) per share
    283.1       287.8       286.2       287.6  
Incremental shares from assumed issuance of unvested share-based awards
    0.3       0.8       0.2       -  
Convertible securities
    18.5       -       -       -  
Number of common shares used in diluted net earnings (loss) per share
    301.9       288.6       286.4       287.6  
                                 
Cash dividends paid per share
  $ -     $ -     $ 0.25     $ 0.25  
                                 

The accompanying notes are an integral part of these consolidated financial statements.




 
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EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF RETAINED EARNINGS (Unaudited)
(in millions)

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Retained earnings at beginning of period
  $ 6,772     $ 6,305     $ 6,474     $ 5,967  
Net earnings
    96       37       476       461  
Cash dividends
    -       -       (72 )     (72 )
Loss from issuance of treasury stock
    (3 )     (9 )     (13 )     (23 )
Retained earnings at end of period
  $ 6,865     $ 6,333     $ 6,865     $ 6,333  
                                 

The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
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EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)

(in millions)
 
September 30,
   
December 31,
 
                                                                             
 
2008
   
2007
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 1,842     $ 2,947  
Receivables, net
    1,833       1,939  
Inventories, net
    1,136       943  
Other current assets
    172       224  
 Total current assets
    4,983       6,053  
                 
Property, plant and equipment, net of accumulated depreciation of $5,482 and $5,516, respectively
    1,629       1,811  
Goodwill
    1,700       1,657  
Other long-term assets
    3,601       4,138  
 TOTAL ASSETS                                           
  $ 11,913     $ 13,659  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities
               
Accounts payable and other current liabilities
  $ 3,006     $ 3,794  
Short-term borrowings
    54       308  
Accrued income and other taxes
    249       344  
 Total current liabilities
    3,309       4,446  
                 
Long-term debt, net of current portion
    1,249       1,289  
Pension and other postretirement liabilities
    1,889       3,444  
Other long-term liabilities
    1,089       1,451  
 Total liabilities
    7,536       10,630  
                 
 Commitments and Contingencies (Note 7)
               
                 
Shareholders' Equity
               
Common stock, $2.50 par value
    978       978  
Additional paid in capital
    896       889  
Retained earnings
    6,865       6,474  
Accumulated other comprehensive income
    1,604       452  
      10,343       8,793  
Less: Treasury stock, at cost
    5,966       5,764  
 Total shareholders’ equity
    4,377       3,029  
 TOTAL LIABILITIES AND
               
   SHAREHOLDERS’ EQUITY
  $ 11,913     $ 13,659  
                 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
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EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

   
Nine Months Ended
 
   
September 30,
 
(in millions)
 
2008
   
2007
 
             
Cash flows from operating activities:
           
Net earnings
  $ 476     $ 461  
Adjustments to reconcile to net cash used in operating activities:
               
   Earnings from discontinued operations, net of income taxes
    (289 )     (758 )
   Depreciation and amortization
    380       609  
   Gain on sales of businesses/assets
    (2 )     (39 )
   Non-cash restructuring and rationalization costs, asset impairments and other charges
    (3 )     286  
   Provision for deferred income taxes
    179       146  
   Decrease (increase) in receivables
    76       (30 )
   Increase in inventories
    (204 )     (183 )
   Decrease in liabilities excluding borrowings
    (1,226 )     (1,070 )
   Other items, net
    (46 )     (116 )
     Total adjustments
    (1,135 )     (1,155 )
     Net cash used in continuing operations
    (659 )     (694 )
     Net cash provided by (used in) discontinued operations
    300       (30 )
     Net cash used in operating activities
    (359 )     (724 )
Cash flows from investing activities:
               
   Additions to properties
    (178 )     (179 )
   Net proceeds from sales of businesses/assets
    60       146  
   Acquisitions, net of cash acquired
    (35 )     (2 )
   Marketable securities - sales
    143       123  
   Marketable securities - purchases
    (139 )     (131 )
     Net cash used in continuing operations
    (149 )     (43 )
     Net cash provided by discontinued operations
    -       2,335  
     Net cash (used in) provided by investing activities
    (149 )     2,292  
Cash flows from financing activities:
               
   Stock repurchases
    (219 )     -  
   Proceeds from borrowings
    159       65  
   Repayment of borrowings
    (450 )     (1,213 )
   Dividends to shareholders
    (72 )     (72 )
   Exercise of employee stock options
    -       5  
     Net cash used in financing activities
    (582 )     (1,215 )
Effect of exchange rate changes on cash
    (15 )     25  
Net (decrease) increase in cash and cash equivalents
    (1,105 )     378  
Cash and cash equivalents, beginning of period
    2,947       1,469  
Cash and cash equivalents, end of period
  $ 1,842     $ 1,847  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
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EASTMAN KODAK COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE 1:  BASIS OF PRESENTATION

BASIS OF PRESENTATION

The consolidated interim financial statements are unaudited, and certain information and footnote disclosures related thereto normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with Rule 10-01 of Regulation S-X.  In the opinion of management, the accompanying unaudited consolidated financial statements were prepared following the same policies and procedures used in the preparation of the audited financial statements and reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results of operations, financial position and cash flows of Eastman Kodak Company and its subsidiaries (the Company).  The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year.  These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

Certain amounts for prior periods have been reclassified to conform to the current period presentation.  Prior period reclassifications relate to changes in the Company’s segment reporting structure and cost allocation methodologies related to employee benefits and corporate expenses.  Refer to Note 13, “Segment Information.”

CHANGE IN ESTIMATE

During 2005, the Company performed an assessment of the expected industry-wide declines in its traditional film and paper businesses.  Based on this assessment, the Company revised the useful lives in 2005 of its existing production machinery and equipment from 3-20 years to 3-5 years and manufacturing-related buildings from 10-40 years to 5-20 years.

In the first quarter of 2008, the Company performed an updated analysis of expected industry-wide declines in the traditional film and paper businesses and its useful lives on related assets.  This analysis indicated that the assets will continue to be used in these businesses for a longer period than previously anticipated.  As a result, the Company revised the useful lives of certain existing production machinery and equipment, and manufacturing-related buildings effective January 1, 2008.  These assets, which were previously set to fully depreciate by mid-2010, are now being depreciated with estimated useful lives ending from 2011 to 2015.  The change in useful lives reflects the Company’s estimate of future periods to be benefited from the use of the property, plant, and equipment.

The effect of this change in estimate for the three months ended September 30, 2008 was a reduction in depreciation expense of $26 million, $14 million of which has been recognized in cost of goods sold and is a benefit to earnings from continuing operations.  In addition, $12 million of the reduction in depreciation is capitalized as a reduction in inventories at September 30, 2008.  The net impact of the change to earnings from continuing operations for the three months ended September 30, 2008 is an increase of $26 million, or $.09 on a fully-diluted earnings per share basis.  This includes the $14 million of current quarter depreciation recognized in cost of goods sold, plus $12 million of depreciation from the previous quarter-to-date which was capitalized as a reduction in inventories at June 30, 2008, but was recognized in cost of goods sold in the current quarter.

The effect of this change in estimate for the nine months ended September 30, 2008 was a reduction in depreciation expense of $81 million, $69 million of which has been recognized in cost of goods sold, and $12 million of which is capitalized as a reduction in inventories at September 30, 2008.  The net impact of this change is an increase in earnings from continuing operations for the nine months ended September 30, 2008 of $69 million, or $.24 on a fully-diluted earnings per share basis.

RECENT ACCOUNTING PRONOUNCEMENTS

FASB Statement No. 157

In September 2006, the Financial Accounting Standards Board (FASB) issued the Statement of Financial Accounting Standard (SFAS) No. 157, "Fair Value Measurements," which establishes a comprehensive framework for measuring fair value and expands disclosures about fair value measurements.  Specifically, this Statement sets forth a definition of fair value, and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs.  The Statement defines levels within the hierarchy as follows:
 
7

·  
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
·  
Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.
·    Level 3 inputs are unobservable inputs.

 
In February 2008, the FASB issued FSP 157-2, which delays the effective date of SFAS No. 157 for all nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years.  The Company is currently evaluating the potential impact that the application of SFAS No. 157 to its nonfinancial assets and liabilities will have on its Consolidated Financial Statements.

The Company adopted the provisions of SFAS No. 157 for financial assets and liabilities as of January 1, 2008.  There was no significant impact to the Company’s Consolidated Financial Statements as a result of this adoption.

The following table sets forth financial assets and liabilities measured at fair value in the Consolidated Statement of Financial Position and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of September 30, 2008:

 
Fair Value Measurements at Reporting Date Using
 
(in millions)
 
Total Financial Assets & Liabilities
   
Significant Other Observable Inputs
 
Description
 
As of
September 30, 2008
   
(Level 2)
 
             
Financial Assets
           
Foreign currency forward contracts
  $ 14     $ 14  
Silver forward contracts
    1       1  
Total
  $ 15     $ 15  
                 
Financial Liabilities
               
Foreign currency forward contracts
  $ (26 )   $ (26 )
Silver forward contracts
    (2 )     (2 )
Total
  $ (28 )   $ (28 )
                 

Values for the Company’s forward contracts are determined based on the present value of expected future cash flows considering the risks involved and using discount rates appropriate for the duration of the contracts.

FASB Statement No. 159

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which permits entities to choose to measure, on an item-by-item basis, specified financial instruments and certain other items at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at each reporting date.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The provisions of this statement are required to be applied prospectively.  The Company adopted SFAS No. 159 in the first quarter of 2008.  There was no significant impact to the Company’s Consolidated Financial Statements from the adoption of SFAS No. 159.


 
8
 

FASB Statement No. 141R

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” a revision to SFAS No. 141, “Business Combinations.”  SFAS No. 141R provides revised guidance for recognition and measurement of identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree at fair value.  The Statement also establishes disclosure requirements to enable the evaluation of the nature and financial effects of a business combination.  SFAS No. 141R is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (January 1, 2009 for the Company).  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 141R on its Consolidated Financial Statements.

FASB Statement No. 160

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.”  This Statement establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent.  Specifically, SFAS No. 160 requires the presentation of noncontrolling interests as equity in the Consolidated Statement of Financial Position, and separate identification and presentation in the Consolidated Statement of Operations of net income attributable to the entity and the noncontrolling interest.  It also establishes accounting and reporting standards regarding deconsolidation and changes in a parent’s ownership interest.  SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (January 1, 2009 for the Company).  The provisions of SFAS No. 160 are generally required to be applied prospectively, except for the presentation and disclosure requirements, which must be applied retrospectively.  The Company is currently evaluating the potential impact, if any, of the adoption of SFAS No. 160 on its Consolidated Financial Statements.

FASB Statement No. 161

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133.”  This Statement amends and expands the disclosure requirements for derivative instruments and hedging activities, with the intent to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect an entity’s financial statements.  SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008.  The Company will comply with the disclosure requirements of SFAS No. 161 beginning in the first quarter of 2009.

NOTE 2:  RECEIVABLES, NET

   
As of
 
   
September 30,
   
December 31,
 
 (in millions)                                                        
 
2008
   
2007
 
             
Trade receivables
  $ 1,438     $ 1,697  
Miscellaneous receivables
    395       242  
  Total (net of allowances of $95 and $114 as of  September 30, 2008 and December 31, 2007, respectively)
  $ 1,833     $ 1,939  
                 

Of the total trade receivable amounts of $1,438 million and $1,697 million as of September 30, 2008 and December 31, 2007, respectively, approximately $171 million and $266 million, respectively, are expected to be settled through customer deductions in lieu of cash payments.  Such deductions represent rebates owed to the customer and are included in accounts payable and other current liabilities in the accompanying Consolidated Statement of Financial Position at each respective balance sheet date.

The increase in miscellaneous receivables is primarily the result of the execution of an amendment to an intellectual property licensing agreement during the current quarter.  Under the terms of this amendment, cash consideration is to be received in 2009.  Refer to Note 6, “Other Long-Term Liabilities.”


 
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NOTE 3:  INVENTORIES, NET

   
As of
 
(in millions)
 
September 30,
   
December 31,
 
   
2008
   
2007
 
             
Finished goods
  $ 732     $ 537  
Work in process
    221       235  
Raw materials
    183       171  
                 
           Total
  $ 1,136     $ 943  
                 

NOTE 4:  GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill was $1,700 million and $1,657 million at September 30, 2008 and December 31, 2007, respectively.  The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2008 were as follows:

(in millions)
 
As of September 30, 2008
 
                         
   
 
   
Film,
             
   
Consumer
   
Photofinishing
   
 
       
   
Digital Imaging
   
and Entertainment
   
Graphic Communications
   
Consolidated
 
   
Group
   
Group
   
Group
   
Total
 
                         
Balance as of December 31, 2007
  $ 204     $ 601     $ 852     $ 1,657  
Additions
    -       -       24       24  
Purchase accounting adjustments
    -       -       10       10  
Currency translation adjustments
    (3 )     17       (5 )     9  
Balance as of September 30, 2008
  $ 201     $ 618     $ 881     $ 1,700  
                                 
The aggregate amount of goodwill additions of $24 million was attributable to $14 million for the purchase of Intermate A/S and $10 million for the purchase of Design2Launch in the second quarter of 2008, both in the Graphic Communications Group segment.  Refer to Note 14: “Acquisitions.”

Due to the realignment of the Kodak operating model and change in reporting structure, as described in Note 13, “Segment Information,” effective January 1, 2008, the Company reassigned goodwill to its reportable segments using a relative fair value approach as required under SFAS No. 142, "Goodwill and Other Intangible Assets."  Prior period amounts have been restated to reflect this reassignment.

The gross carrying amount and accumulated amortization by major intangible asset category as of September 30, 2008 and December 31, 2007 were as follows:
 
10

(in millions) 
 
As of September 30, 2008
   
Gross Carrying
   
Accumulated
       
Weighted-Average
   
Amount
   
Amortization
   
Net
 
Amortization Period
Technology-based
  $ 337     $ 200     $ 137  
7 years
Customer-related
    280       150       130  
10 years
Other
    58       40       18  
9 years
Total
  $ 675     $ 390     $ 285  
8 years
                           
                           
(in millions)  
 
As of December 31, 2007
   
Gross Carrying
   
Accumulated
         
Weighted-Average
   
Amount
   
Amortization
   
Net
 
Amortization Period
Technology-based
  $ 326     $ 166     $ 160  
7 years
Customer-related
    281       125       156  
10 years
Other
    82       36       46  
8 years
Total
  $ 689     $ 327     $ 362  
8 years
                           

During the second quarter of 2008, the Company acquired Design2Launch and Intermate A/S.  The intangible assets of $4 million and $7 million, respectively, related to these two acquisitions are included in the balances as of September 30, 2008 above.

During the first quarter of 2008, the Company sold its stake in Lucky Film Co., Ltd. including its rights under a manufacturing exclusivity agreement, which resulted in a decrease in the net intangible asset amount of approximately $25 million.

Amortization expense related to purchased intangible assets for the three months ended September 30, 2008 and 2007 was $21 million and $27 million, respectively.  Amortization expense related to purchased intangible assets for the nine months ended September 30, 2008 and 2007 was $61 million and $83 million, respectively.

Estimated future amortization expense related to purchased intangible assets as of September 30, 2008 is as follows (in millions):

2008
  $ 20  
2009
    76  
2010
    65  
2011
    41  
2012
    26  
2013 and thereafter
    57  
Total
  $ 285  
         

NOTE 5:  INCOME TAXES

In June of 2008, the Company received a tax refund from the U.S. Internal Revenue Service (IRS) of $581 million.  The refund is related to the audit of certain claims filed for tax years 1993-1998, and is composed of a refund of past federal income taxes paid of $306 million and $275 million of interest earned on the refund.

The federal tax refund claim related primarily to a 1994 loss recognized on the Company’s sale of stock of a subsidiary, Sterling Winthrop Inc., which was originally disallowed under IRS regulations in effect at that time.  The IRS subsequently issued revised regulations that served as the basis for this refund.

The refund had a positive impact of $565 million on the Company’s net earnings for the nine months ended September 30, 2008.  Of the $565 million increase in net earnings, $295 million relates to the 1994 sale of Sterling Winthrop Inc., which is reflected in earnings from discontinued operations, net of income taxes. The balance of $270 million, which represents interest, is reflected in earnings from continuing operations.  The difference between the cash refund received of $581 million and positive net earnings impact of $565 million represents incremental state tax expense incurred and the release of an existing income tax receivable related to the refund.

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The Company’s income tax provision (benefit) and effective tax rate were as follows:

(dollars in millions)
 
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
Earnings (loss) from continuing operations before income taxes
  $ 129     $ 25     $ 42     $ (365 )
Provision (benefit) for income taxes
  $ 28     $ (7 )   $ (145 )   $ (68 )
Effective tax rate
    21.7 %     (28.0 )%     (345.2 )%     18.6 %
Provision (benefit) for income taxes @ 35%
  $ 45     $ 9     $ 15     $ (128 )
Difference between tax at effective vs. statutory rate
  $ (17 )   $ (16 )   $ (160 )   $ 60  
                                 

For the three months ended September 30, 2008, the difference between the Company’s recorded provision and the provision that would result from applying the U.S. statutory rate of  35.0% is primarily attributable to: (1) earnings generated within the U.S. that were not taxed due to the impact of valuation allowances, (2) losses generated in certain jurisdictions outside the U.S. that were not benefited due to the impact of valuation allowances,  (3) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., and (4) adjustments for uncertain tax positions and tax audits.

For the nine months ended September 30, 2008, the difference between the Company’s recorded benefit and the provision that would result from applying the U.S. statutory rate of 35.0% is primarily attributable to: (1) interest of $270 million earned on the IRS tax refund, (2) losses generated within the U.S. and in certain jurisdictions outside the U.S. that were not benefited due to the impact of valuation allowances, (3) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., and (4) adjustments for uncertain tax positions and tax audits.

For the three months ended September 30, 2007, the difference between the Company’s recorded benefit and the provision that would result from applying the U.S. statutory rate of 35.0% is primarily attributable to: (1) losses generated in certain jurisdictions outside the U.S. that were not benefited due to valuation allowances, (2) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., (3) adjustments for uncertain tax positions, and (4) the impact of foreign legislative tax rate changes.

For the nine months ended September 30, 2007, the difference between the Company’s recorded benefit and the benefit that would result from applying the U.S. statutory rate of 35.0% is primarily attributable to: (1) losses generated in certain jurisdictions outside the U.S. that were not benefited due to valuation allowances, (2) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., (3) adjustments for uncertain tax positions and tax audits, and (4) the impact of foreign legislative rate changes.

For the three and nine months ended September 30, 2007, the Company recorded a tax benefit in continuing operations associated with the realization of current year losses in certain jurisdictions where it has historically had a valuation allowance due to the recognition of the pre-tax gain in discontinued operations.
 
 
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NOTE 6: OTHER LONG-TERM LIABILITIES

   
As of
 
   
September 30,
   
December 31,
 
(in millions)
 
2008
   
2007
 
             
Deferred royalty revenue from licensees
  $ 15     $ 350  
Non-current tax-related liabilities
    492       445  
Environmental liabilities
    116       125  
Deferred compensation
    70       102  
Asset retirement obligations
    66       64  
Other
    330       365  
Total
  $ 1,089     $ 1,451  
                 

The reduction in deferred royalty revenue from licensees is primarily due to an amendment of an intellectual property licensing agreement with an existing licensee.  Revenue related to this arrangement was previously being recognized over the term of the original agreement.  The amendment relieved the Company of its continuing obligations that were to be performed over the term of the previous agreement.  This amendment also resulted in the recognition of previously deferred royalty revenue offset by the elimination of a long-term note receivable of approximately the same amount.  The terms of the amendment result in immediate recognition of royalty revenue in addition to previously recognized revenue under the original agreement.  Revenue for the three months ended September 30, 2008 related to the amended agreement is $112 million net of fees and revenue deferred under the amended agreement, the proceeds for which will be received in 2009.

The Other component consists of other miscellaneous long-term liabilities that, individually, are less than 5% of the total liabilities component in the accompanying Consolidated Statement of Financial Position, and therefore, have been aggregated in accordance with Regulation S-X.

NOTE 7:  COMMITMENTS AND CONTINGENCIES

Environmental

The Company’s undiscounted accrued liabilities for future environmental investigation, remediation, and monitoring costs are composed of the following items:

   
As of
 
(in millions)
 
September 30,
   
December 31,
 
   
2008
   
2007
 
             
Kodak Park site, Rochester, NY
  $ 63     $ 63  
Other operating sites
    12       19  
Sites associated with former operations
    22       23  
Sites associated with the non-imaging health business sold in 1994
    19       20  
           Total
  $ 116     $ 125  
                 

These amounts are reported in other long-term liabilities in the accompanying Statement of Financial Position, as indicated in Note 6, “Other Long-Term Liabilities.”

Cash expenditures for the aforementioned investigation, remediation and monitoring activities are expected to be incurred over the next twenty-seven years for several of the sites.  For these known environmental liabilities, the accrual reflects the Company’s best estimate of the amount it will incur under the agreed-upon or proposed work plans.  The Company’s cost estimates were determined using the ASTM Standard E 2137-06, "Standard Guide for Estimating Monetary Costs and Liabilities for Environmental Matters," and have not been reduced by possible recoveries from third parties.  The overall method includes the use of a probabilistic model which forecasts a range of cost estimates for the remediation required at individual sites.  The projects are closely monitored and the models are reviewed as significant events occur or at least once per year.  The Company’s estimate includes investigations, equipment and operating costs for remediation and long-term monitoring of the sites.  The Company does not believe it is reasonably possible that the losses for the known exposures could exceed the current accruals by material amounts.
 
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The Company is presently 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 eight Superfund sites.  With respect to each of these sites, the Company’s liability is minimal.  In addition, the Company has been identified as a PRP in connection with the non-imaging health businesses in two active Superfund sites.  Numerous other PRPs have also been designated at these sites.  Although the law imposes joint and several liability on PRPs, the Company’s historical experience demonstrates that these 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 position, results of operations or cash flows.

Estimates of the amount and timing of future costs of environmental remediation requirements are by their nature imprecise because of the continuing evolution of environmental laws and regulatory requirements, the availability and application of technology, the identification of presently unknown remediation sites and the allocation of costs among the potentially responsible parties.  Based upon information presently available, such future costs are not expected to have a material effect on the Company’s competitive or financial position.  However, such costs could be material to results of operations in a particular future quarter or year.

Asset Retirement Obligations

The Company has asset retirement obligations which primarily relate to asbestos contained in buildings owned by the Company.  In many of the countries in which the Company operates, environmental regulations exist that require the Company to handle and dispose of asbestos in a special manner if a building undergoes major renovations or is demolished.  Otherwise, the Company is not required to remove the asbestos from its buildings.  The Company records a liability equal to the estimated fair value of its obligation to perform asset retirement activities related to the asbestos, computed using an expected present value technique, when sufficient information exists to calculate the fair value.  The Company does not have a liability recorded related to each building that contains asbestos because the Company cannot estimate the fair value of its obligation for certain buildings due to a lack of sufficient information about the range of time over which the obligation may be settled through demolition, renovation or sale of the building.  The Company’s asset retirement obligations are included within other long-term liabilities in the accompanying Consolidated Statement of Financial Position, as indicated in Note 6, “Other Long-Term Liabilities.”

The change in the Company's asset retirement obligations from December 31, 2007 to September 30, 2008 was as follows:

(in millions)

Asset retirement obligations as of December 31, 2007
  $ 64  
Liabilities incurred in the current period
    7  
Liabilities settled in the current period
    (8 )
Accretion expense
    2  
Other
    1  
Asset retirement obligations as of September 30, 2008
  $ 66  
         

Other Commitments and Contingencies

As of September 30, 2008, the Company had outstanding letters of credit totaling $134 million and surety bonds in the amount of $66 million primarily to ensure the payment of possible casualty and workers’ compensation claims, environmental liabilities, and to support various customs, tax and trade activities.

The Company’s Brazilian operations are involved in labor claims and governmental assessments of indirect and other taxes in various stages of litigation.  The Company is disputing these matters and intends to vigorously defend its position.  Based on the opinion of legal counsel, management does not believe that the ultimate resolution of these matters will materially impact the Company’s results of operations, financial position or cash flows.  The Company routinely assesses all these matters as to the probability of ultimately incurring a liability in its Brazilian operations, and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.

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 The Company and its subsidiaries are involved in various lawsuits, claims, investigations and proceedings, including commercial, customs, employment, environmental, and health and safety matters, which are being handled and defended in the ordinary course of business.  In addition, the Company is subject to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that are incorporated in a broad spectrum of the Company’s products.  These matters are in various stages of investigation and litigation and are being vigorously defended.  Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations, litigation is inherently unpredictable.  Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flow in a particular period.  The Company routinely assesses all its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.

NOTE 8:  GUARANTEES

The Company guarantees debt and other obligations of certain customers.  The debt and other obligations are primarily due to banks and leasing companies in connection with financing of customers' purchases of product and equipment from the Company.  As of September 30, 2008, the following customer guarantees were in place:

(in millions)
 
As of September 30, 2008
 
   
Maximum Amount
   
Amount Outstanding
 
             
Customer amounts due to banks and leasing companies
  $ 138     $ 80  
Other third-parties
    2       -  
Total guarantees of customer debt and other obligations
  $ 140     $ 80  
                 

The guarantees for the third party debt, presented in the table above, mature between 2008 and 2013.  The customer financing agreements and related guarantees typically have a term of 90 days for product and short-term equipment financing arrangements, and up to five years for long-term equipment financing arrangements.  These guarantees would require payment from the Company only in the event of default on payment by the respective debtor.  In some cases, particularly for guarantees related to equipment financing, the Company has collateral or recourse provisions to recover and sell the equipment to reduce any losses that might be incurred in connection with the guarantees.

Eastman Kodak Company (“EKC”) also guarantees debt owed to banks and other third parties for some of its consolidated subsidiaries.  The maximum amount guaranteed is $517 million, and the outstanding debt under those guarantees, which is recorded within the short-term borrowings and long-term debt, net of current portion components in the accompanying Consolidated Statement of Financial Position, is $187 million.  These guarantees expire in 2009 through 2013.  Pursuant to the terms of the Company's $2.7 billion Senior Secured Credit Agreement dated October 18, 2005, obligations under the $2.7 billion Secured Credit Facilities (the “Credit Facilities”) and other obligations of the Company and its subsidiaries to the Credit Facilities’ lenders are guaranteed.

During the fourth quarter of 2007, EKC issued a guarantee to Kodak Limited (the “Subsidiary”) and the Trustees (the “Trustees”) of the Kodak Pension Plan of the United Kingdom (the “Plan”).  Under this arrangement, EKC guarantees to the Subsidiary and the Trustees the ability of the Subsidiary, only to the extent it becomes necessary to do so, to (1) make contributions to the Plan to ensure sufficient assets exist to make plan benefit payments, and (2) make contributions to the Plan such that it will achieve full funded status by the funding valuation for the period ending December 31, 2015.  The guarantee expires upon the conclusion of the funding valuation for the period ending December 31, 2015 whereby the Plan achieves full funded status or earlier, in the event that the Plan achieves full funded status for two consecutive funding valuation cycles which are typically performed at least every three years.  The limit of potential future payments is dependent on the funding status of the Plan as it fluctuates over the term of the guarantee.  Currently, the Plan’s local funding valuation is in process and expected to be completed by March 2009.  As of September 30, 2008, management believes that performance under this guarantee by EKC is unlikely given expected investment performance and cash available at the Plan’s sponsoring company, the Subsidiary, should future cash contributions be needed.  The funding status of the Plan is included in Pension and other postretirement liabilities presented in the Consolidated Statement of Financial Position.

15
Indemnifications

The Company issues indemnifications in certain instances when it sells businesses and real estate, and in the ordinary course of business with its customers, suppliers, service providers and business partners.  Further, the Company indemnifies its directors and officers who are, or were, serving at the Company's request in such capacities.  Historically, costs incurred to settle claims related to these indemnifications have not been material to the Company’s financial position, results of operations or cash flows.  Additionally, the fair value of the indemnifications that the Company issued during the quarter ended September 30, 2008 was not material to the Company’s financial position, results of operations or cash flows.

Warranty Costs

The Company has warranty obligations in connection with the sale of its products and equipment.  The original warranty period is generally one year or less.  The costs incurred to provide for these warranty obligations are estimated and recorded as an accrued liability at the time of sale.  The Company estimates its warranty cost at the point of sale for a given product based on historical failure rates and related costs to repair.  The change in the Company's accrued warranty obligations balance, which is reflected in accounts payable and other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows:

(in millions)

Accrued warranty obligations as of December 31, 2007
  $ 44  
Actual warranty experience during 2008
    (97 )
2008 warranty provisions
    100  
Accrued warranty obligations as of September 30, 2008
  $ 47  
         

The Company also offers its customers extended warranty arrangements that are generally one year, but may range from three months to three years after the original warranty period.  The Company provides repair services and routine maintenance under these arrangements.  The Company has not separated the extended warranty revenues and costs from the routine maintenance service revenues and costs, as it is not practicable to do so.  Therefore, these revenues and costs have been aggregated in the discussion that follows.  Costs incurred under these arrangements for the nine months ended September 30, 2008 amounted to $133 million.  The change in the Company's deferred revenue balance in relation to these extended warranty and maintenance arrangements from December 31, 2007 to September 30, 2008, which is reflected in accounts payable and other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows:

(in millions)

Deferred revenue as of December 31, 2007
  $ 148  
New extended warranty and maintenance arrangements in 2008
    282  
Recognition of extended warranty and maintenance arrangement revenue in 2008
    (283 )
Deferred revenue as of September 30, 2008
  $ 147  
         

NOTE 9:  RESTRUCTURING AND RATIONALIZATION LIABILITIES

The Company has completed the cost reduction program that was initially announced in January 2004, which was referred to as the “2004–2007 Restructuring Program.”  With the completion of the 2004-2007 Restructuring Program, the Company has drastically reduced the amount and scope of workforce reduction plans and exit and disposal activities.  However, the Company recognizes the need to continually rationalize its workforce and streamline its operations to remain competitive in the face of an ever-changing business and economic climate.  These initiatives, referred to as ongoing rationalization activities, began in the first quarter of 2008.

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The actual charges for restructuring and ongoing rationalization initiatives are recorded in the period in which the Company commits to formalized restructuring or ongoing rationalization plans, or executes the specific actions contemplated by the plans and all criteria for liability recognition under the applicable accounting guidance have been met.

Restructuring and Ongoing Rationalization Reserve Activity

The activity in the accrued balances and the non-cash charges and credits incurred in relation to restructuring programs and ongoing rationalization activities for the three and nine months ended September 30, 2008 were as follows:

               
Long-lived Asset
             
         
Exit
   
Impairments
             
   
Severance
   
Costs
   
and Inventory
   
Accelerated
       
(in millions)
 
Reserve
   
Reserve
   
Write-downs
   
Depreciation
   
Total
 
                               
Balance as of 12/31/07
  $ 129     $ 35     $ -     $ -     $ 164  
                                         
Q1 2008 charges
    (11 )     2       -       -       (9 )
Q1 2008 utilization/cash payments
    (44 )     (6 )     -       -       (50 )
Q1 2008 other adjustments & reclasses
    6       (1 )     -       -       5  
Balance as of 3/31/08
    80       30       -       -       110  
                                         
Q2 2008 charges
    -       2       2       2       6  
Q2 2008 reversals
    -       (3 )     -       -       (3 )
Q2 2008 utilization/cash payments
    (24 )     (6 )     (2 )     (2 )     (34 )
Q2 2008 other adjustments & reclasses
    -       2       -       -       2  
Balance as of 6/30/08
    56       25       -       -       81  
                                         
Q3 2008 charges  (1)
    45       3       5       2       55  
Q3 2008 reversals
    (3 )     -       -       -       (3 )
Q3 2008 utilization/cash payments
    (16 )     (5 )     (5 )     (2 )     (28 )
Q3 2008 other adjustments & reclasses  (2)
    (3 )     (1 )     -       -       (4 )
Balance as of 9/30/08
  $ 79     $ 22     $ -     $ -     $ 101  
                                         

(1)  Includes severance charges of $51 million, offset by net curtailment gains related to these actions of $6 million.
(2)  Primarily related to foreign currency translation adjustments.

The $52 million of charges, net of reversals, for the third quarter of 2008 includes $2 million of charges for accelerated depreciation and $2 million of charges for inventory write-downs, which were reported in cost of goods sold in the accompanying Consolidated Statement of Operations for the three months ended September 30, 2008.  The remaining costs incurred, net of reversals, of $48 million were reported as restructuring costs, rationalization and other in the accompanying Consolidated Statement of Operations for the three months ended September 30, 2008.  The severance and exit costs reserves require the outlay of cash, while long-lived asset impairments, accelerated depreciation and inventory write-downs represent non-cash items.

The charges, net of reversals, of $52 million recorded in the third quarter of 2008 included $6 million applicable to FPEG, $23 million applicable to CDG, $17 million applicable to GCG, and $6 million that was applicable to manufacturing, research and development, and administrative functions, which are shared across all segments.

As a result of these initiatives, severance payments will be paid during periods through 2009 since, in many instances, the employees whose positions were eliminated can elect or are required to receive their payments over an extended period of time.  In addition, certain exit costs, such as long-term lease payments, will be paid over periods throughout 2008 and beyond.


 
17
 

NOTE 10:  RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS

Components of the net periodic benefit cost for all major funded and unfunded U.S. and Non-U.S. defined benefit plans for the three and nine months ended September 30, are as follows:

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
(in millions)
 
2008
   
2007
   
2008
   
2007
 
   
U.S.
   
Non-U.S.
   
U.S.
   
Non-U.S.
   
U.S.
   
Non-U.S.
   
U.S.
   
Non-U.S.
 
Major defined benefit plans:
                                               
  Service cost
  $ 13     $ 6     $ 16     $ 6     $ 40     $ 18     $ 55     $ 20  
  Interest cost
    77       55       74       52       231       169       232       150  
  Expected return on plan 
  assets
    (136 )     (66 )     (133 )     (65 )     (408 )     (203 )     (405 )     (187 )
  Amortization of:
                                                               
     Recognized net actuarial
     loss
    1       15       2       14       3       47       5       48  
  Pension (income) expense
  before special termination
  benefits, curtailments, and
  settlements
    (45 )     10       (41 )     7       (134 )     31       (113 )     31  
  Special termination
  benefits
    7       -       17       -       13       1       45       7  
  Curtailment gains
    -       (6 )     -       -       (12 )     (6 )     (15 )     (3 )
  Settlement gains
    -       -       (7 )     -       -       -       (45 )     (4 )
Net pension (income) expense
    (38 )     4       (31 )     7       (133 )     26       (128 )     31  
Other plans including unfunded plans
    -       1       -       5       -       6       -       8  
Total net pension (income) expense from continuing operations
  $ (38 )   $ 5     $ (31 )   $ 12     $ (133 )   $ 32     $ (128 )   $ 39  
                                                                 

For the three months ended September 30, 2008 and 2007, $7 million and $17 million, respectively, of special termination benefits charges were incurred as a result of the Company's restructuring actions and, therefore, have been included in restructuring costs and other in the Consolidated Statement of Operations.

The Company made contributions (funded plans) or paid benefits (unfunded plans) totaling approximately $30 million relating to its major U.S. and non-U.S. defined benefit pension plans in the third quarter of 2008.  The Company expects its contribution (funded plans) and benefit payment (unfunded plans) requirements for its major U.S. and non-U.S. defined benefit pension plans for the balance of 2008 to be approximately $29 million.

Postretirement benefit cost for the Company's U.S., United Kingdom and Canada postretirement benefit plans, which represent the Company's major postretirement plans, includes:
 
 
18
 

 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
(in millions)
 
2008
   
2007
   
2008
   
2007
 
                         
Service cost
  $ 1     $ 2     $ 5     $ 6  
Interest cost
    30       41       108       123  
Amortization of:
                               
   Prior service credit
    (15 )     (8 )     (35 )     (28 )
   Actuarial loss
    4       11       15       38  
Other postretirement benefit cost before curtailments and settlements
    20       46       93       139  
  Curtailment gain
    (79 )     -       (86 )     (5 )
  Settlement gain
    -       -       (2 )     -  
Total net postretirement benefit (income) expense
  $ (59 )   $ 46     $ 5     $ 134  
                                 

The Company paid benefits totaling approximately $52 million relating to its U.S., United Kingdom and Canada postretirement benefit plans in the third quarter of 2008.  The Company expects to pay benefits of $51 million for these postretirement plans for the balance of 2008.

On August 1, 2008, the Company adopted and announced certain changes to its U.S. postretirement benefit plan affecting its post-September 1991 retirees beginning January 1, 2009.  For affected participants, the terms of the amendment reduce the Company’s contribution toward retiree medical coverage from its 2008 level by one percentage point per year for a 10-year period, phase-out Company contributions for dependent medical coverage over the same 10-year period with access only coverage beginning in 2018, and discontinue retiree dental coverage and Company paid life insurance.

The changes made to the plan resulted in the remeasurement of the plan’s obligations as of August 1, 2008, the date the changes were adopted and announced by the Company.  This remeasurement reduced the Company’s other postretirement benefit obligation by $919 million of which $772 million is attributable to the plan changes.  In addition, the Company recognized a curtailment gain of $79 million as a result of the amendment.  The curtailment gain is included in cost of goods sold, selling, general and administrative expenses, and research and development costs in the Consolidated Statement of Operations for the three and nine months ended September 30, 2008.

The Company’s benefits to U.S. long-term disability recipients were also amended as described above.  These changes resulted in a reduction in Pension and other postretirement liabilities, and a corresponding gain of $15 million has been included in the cost of goods sold, selling, general and administrative expenses, and research and development costs in the Consolidated Statement of Operations for the three and nine months ended September 30, 2008.

In addition to the curtailment and other gain noted above, and as a result of the Company’s restructuring actions, the Company recognized net curtailment gains of $6 million in certain of its defined benefit and other postretirement benefit obligation plans that have been included in restructuring costs, rationalization and other in the Consolidated Statement of Operations for the three months ended September 30, 2008.

The Company accounts for its defined benefit pension and other postretirement plans in accordance with SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106 and 132(R)).”  SFAS No. 158 requires that the funded status of all overfunded plans be aggregated and presented as an asset.  The funded status of all underfunded plans must also be aggregated and presented as a liability.  As of September 30, 2008 and December 31, 2007 the funded status of all overfunded plans was approximately $2.6 billion and $2.5 billion, respectively, which is reflected in Other long-term assets in the Company’s Consolidated Statement of Financial Position.  As of September 30, 2008 and December 31, 2007, the funded status of all underfunded plans was approximately $1.9 billion and $3.4 billion, respectively.  In accordance with SFAS No. 158 the measurement date used to determine the funded status of each of the Company’s pension and other postretirement benefits plan is December 31 unless certain remeasurement events occur.  The Company’s most significant overfunded pension plan has not been remeasured since December 31, 2007 and plan assets are therefore reflected as of that date.
 
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Certain of the Company's retirement plans were remeasured during the third quarter of 2008.  The remeasurement of the funded status of those plans during the quarter decreased the Company's recognized defined benefit and other postretirement benefit plan obligation by $1,244 million, inclusive of the $919 million benefit obligation reduction noted above.
 
NOTE 11:  EARNINGS PER SHARE

For the three and nine months ended September 30, 2008, the Company calculated diluted net earnings per share excluding the assumed conversion of outstanding options to purchase 22.9 million and 25.3 million shares, respectively, of the Company’s common stock.  For the three months ended September 30, 2007, the Company calculated diluted net earnings per share excluding the assumed conversion of outstanding options to purchase 25.7 million shares of the Company’s common stock.  These options were excluded in the computation of diluted net earnings per share because the options’ exercise prices were greater than the average market price of the common shares for each of these periods.

As a result of the net loss from continuing operations presented for the nine months ended September 30, 2007, the Company calculated the diluted net earnings per share using weighted average basic shares outstanding for the respective periods, as utilizing diluted shares would be anti-dilutive.  Therefore, outstanding options to purchase 29.8 million shares of the Company's common stock were not included in the computation of diluted net earnings per share for the nine months ended September 30, 2007.

The Company currently has $575 million in contingent convertible notes (the Convertible Securities) outstanding that were issued in October 2003.  Interest on the Convertible Securities accrues at a rate of 3.375% and is payable semi-annually.  Under certain conditions, the Convertible Securities are convertible at an initial conversion rate of 32.2373 shares of the Company's common stock for each $1,000 principal of the Convertible Securities.  The Company's diluted net earnings per share for the three and nine months ended September 30, 2007 and the nine months ended September 30, 2008 excludes the effect of the Convertible Securities, as they were anti-dilutive for each of these periods.  Diluted net earnings per share for the three months ended September 30, 2008 includes the effect of the convertible securities, as they were dilutive to earnings per share.

The following tables set forth the computations of basic and diluted earnings (loss) from continuing operations per share of common stock for the three and nine months ended September 30, 2008:

   
For the Three Months Ended
 
   
September 30, 2008
 
                   
(in millions, except per share amounts)
 
Earnings (Numerator)
   
Shares (Denominator)
   
Per Share Amount
 
                   
Basic EPS:
                 
Earnings from continuing operations available to common stockholders
  $ 101       283.1     $ 0.36  
                         
Effect of dilutive securities:
                       
Unvested share-based awards
  $ -       0.3          
Convertible securities
  $ 5       18.5          
                         
Diluted EPS:
                       
Adjusted earnings from continuing operations available to common stockholders and assumed issuances and conversions
  $ 106       301.9     $ 0.35  
                         

 
 
20

 
   
For the Nine Months Ended
 
   
September 30, 2008
 
                   
(in millions, except per share amounts)
 
Earnings (Numerator)
   
Shares (Denominator)
   
Per Share Amount
 
                   
Basic EPS:
                 
Earnings from continuing operations available to common stockholders
  $ 187       286.2     $ 0.65  
                         
Effect of dilutive securities:
                       
Unvested share-based awards
  $ -       0.2          
                         
Diluted EPS:
                       
Adjusted earnings from continuing operations available to common stockholders and assumed issuances and conversions
  $ 187       286.4     $ 0.65  
                         

NOTE 12:  SHAREHOLDERS' EQUITY

The Company has 950 million shares of authorized common stock with a par value of $2.50 per share, of which 391 million shares had been issued as of September 30, 2008 and December 31, 2007.  Treasury stock at cost consists of approximately 117 million and 103 million shares as of September 30, 2008 and December 31, 2007, respectively.

Share Repurchase Program

On June 24, 2008, the Company announced that its Board of Directors authorized a new share repurchase program allowing the Company, at management’s determination, to purchase up to $1.0 billion of its common stock.  The program will expire at the earlier of December 31, 2009 or when the Company has used all authorized funds for repurchase.  The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of its common stock, and the program may be extended, modified, suspended, or discontinued at any time.  As of September 30, 2008, the Company has repurchased approximately 14 million shares under the program with an aggregate purchase price of approximately $219 million, representing an average price paid per share of $15.53.

Comprehensive Income

   
Three Months Ended
 September 30,
   
Nine Months Ended
 September 30,
 
(in millions)
 
2008
   
2007
   
2008
   
2007
 
                         
Net earnings
  $ 96     $ 37     $ 476     $ 461  
Realized and unrealized (loss) gain from hedging activity, net of tax
    (5 )     7       (16 )     7  
Currency translation adjustments
    (93 )     53       (2 )     87  
Pension and other postretirement benefit plan obligation activity, net of tax
    1,075       81       1,170       770  
Total comprehensive income, net of tax
  $ 1,073     $ 178     $ 1,628     $ 1,325  
                                 

The pension and other postretirement benefit plan obligation activity is primarily the result of a benefit plan amendment and remeasurement of certain benefit plan obligations.  Refer to Note 10, “Retirement Plans and Other Postretirement Benefits” for more information.


 
21
 

NOTE 13:  SEGMENT INFORMATION

Kodak Operating Model and Reporting Structure

The Company has three reportable segments: Consumer Digital Imaging Group (CDG), Film, Photofinishing and Entertainment Group (FPEG), and Graphic Communications Group (GCG).  The balance of the Company's continuing operations, which individually and in the aggregate do not meet the criteria of a reportable segment, are reported in All Other.  A description of the segments is as follows:

Consumer Digital Imaging Group Segment (CDG):  CDG encompasses digital still and video cameras, digital devices, such as picture frames, snapshot printers and related media, kiosks and related media, APEX drylab systems which were introduced in the second quarter of 2008, consumer inkjet printing, Kodak Gallery, and imaging sensors.  The APEX drylab system provides an alternative to traditional photofinishing processing at retail locations.  CDG also includes the licensing activities related to the Company's intellectual property in digital imaging products.   

Film, Photofinishing and Entertainment Group Segment (FPEG):  FPEG encompasses consumer and professional film, one-time-use cameras, graphic arts film, aerial and industrial film, and entertainment imaging products and services.   In addition, this segment includes paper and output systems, and photofinishing services.  This segment provides consumers, professionals, cinematographers, and other entertainment imaging customers with film-related products and services, and also provides graphic arts film to the graphics industry.

Graphic Communications Group Segment (GCG): GCG serves a variety of customers in the creative, in-plant, data center, commercial printing, packaging, newspaper and digital service bureau market segments with a range of software, media and hardware products that provide customers with a variety of solutions for prepress equipment, workflow software, digital and traditional printing, document scanning and multi-vendor services.  Products and related services include workflow software and digital controller development; digital printing, which includes continuous inkjet and electrophotographic products, including equipment, consumables and service; prepress consumables; output devices; proofing hardware, media and software; and document scanners.

All Other:  All Other is composed of Kodak's display business and other small, miscellaneous businesses.    

Effective January 1, 2008, the Company changed its cost allocation methodologies related to employee benefits and corporate expenses.  For the three months ended September 30, 2007, this change decreased cost of goods sold by $6 million, increased selling, general, and administrative costs by $3 million, and increased research and development costs by $3 million.  For the nine months ended September 30, 2007, this change decreased cost of goods sold by $21 million, increased selling, general, and administrative costs by $11 million, and increased research and development costs by $10 million.

Prior period segment results have been revised to reflect the changes in segment reporting structure and cost allocation methodologies outlined above.

The changes in cost allocation methodologies referred to above increased (decreased) segment operating results for the three and nine months ended September 30, 2007 as follows:

   
Three Months Ended
   
Nine Months Ended
 
(in millions)
 
September 30, 2007
   
September 30, 2007
 
             
Consumer Digital Imaging Group
  $ (10 )   $ (25 )
Film, Photofinishing and Entertainment Group
    10       22  
Graphic Communications Group
    (4 )     (15 )
All Other
    4       18  
   Consolidated impact
  $ -     $ -  
                 


 
22
 

Segment financial information is shown below:

   
Three Months Ended
 September 30,
   
Nine Months Ended
 September 30,
 
(in millions)
 
2008
   
2007
   
2008
   
2007
 
                         
Net sales from continuing operations:
                       
                         
Consumer Digital Imaging Group
  $ 820     $ 766     $ 2,130     $ 1,875  
Film, Photofinishing and Entertainment Group
    764       928       2,335       2,738  
Graphic Communications Group
    821       837       2,513       2,460  
All Other
    -       2       5       8  
  Consolidated total
  $ 2,405     $ 2,533     $ 6,983     $ 7,081  
                                 


   
Three Months Ended
 September 30,
   
Nine Months Ended
 September 30,
 
(in millions)
 
2008
   
2007
   
2008
   
2007
 
                         
Earnings (loss) from continuing operations before interest expense, other income (charges), net and income taxes:
                       
                         
Consumer Digital Imaging Group
  $ 23     $ 18     $ (137 )   $ (108 )
Film, Photofinishing and Entertainment Group
    77       113       157       264  
Graphic Communications Group
    23       36       35       74  
All Other
    (5 )     (7 )     (13 )     (17 )
  Total of segments
    118       160       42       213  
Restructuring costs, rationalization and other
    (52 )     (127 )     (46 )     (594 )
Postemployment benefit changes
    94       -       94       -  
Other operating income (expenses), net
    (3 )     (6 )     14       33  
Legal contingency
    (10 )     -       (10 )     -  
Legal settlement
    -       (12 )     (10 )     (12 )
Interest expense
    (26 )     (28 )     (80 )     (84 )
Other income (charges), net
    8       38       38       79  
Consolidated earnings (loss) from continuing operations before income taxes
  $ 129     $ 25     $ 42     $ (365 )
                                 


(in millions)
 
As of
September 30,
2008
   
As of
December 31,
2007
 
             
Segment total assets:
           
             
Consumer Digital Imaging Group
  $ 2,325     $ 2,442  
Film, Photofinishing and Entertainment Group
    3,389       3,778  
Graphic Communications Group
    3,750       3,723  
All Other
    12       17  
   Total of segments
    9,476       9,960  
Cash and marketable securities
    1,861       2,976  
Deferred income tax assets