Item 1. Business
General - ------- Polaroid Corporation, a Delaware corporation founded in 1937, and its subsidiaries (the "Company") comprise a worldwide enterprise with 1996 sales of approximately $2.3 billion. The Company designs, manufactures and markets a variety of products primarily in instant image recording fields. The Company's products are used in amateur and professional photography, industry, graphic arts, science, medicine, government, and education.
Products - -------- The Company designs, manufactures and markets worldwide a variety of products, including more than 50 different types of film and over 100 types of photographic equipment including cameras, camera backs, film holders and specialized equipment designed for a broad range of applications in photographic imaging. These include instant photographic cameras and films, videotapes, conventional films, and light polarizing filters and lenses. Major instant camera lines consist of the Polaroid Spectra and OneStep cameras. Instant films include both integral and peel-apart films.
In addition, the Company is expanding its role in the market for digital imaging products. The Company's digital imaging products are marketed worldwide through distributors and directly to customers primarily for medical, graphic art and other business applications. Digital imaging products also include products for consumer digital imaging and desktop publishing.
Distribution - ------------ Worldwide sales of imaging products are made by the Company to photographic stores, retail, food, drug, discount and department stores, wholesalers, original equipment manufacturers, independent agents and distributors. The Company's distributors include unrelated distributors and subsidiaries of the Company.
Competition - ----------- The worldwide market for imaging products is highly competitive in price, quality, service and product performance. The Company has competitors worldwide, ranging from large corporations to smaller and more specialized companies.
Raw Materials and Supplies - -------------------------- Sufficient raw materials and supplies were available in 1996 to maintain operations of all manufacturing plants.
Research, Engineering and Development - ------------------------------------- The Company continues to place emphasis on research, engineering and development. The amount expended for research, engineering and development included in marketing, research, engineering and administrative expenses was $116.3 million during 1996, compared with $165.5 million in 1995 and $165.7 million in 1994.
Patents and Trademarks - ---------------------- The Company continued to obtain patents in 1996 and initiated a process in 1996 of focusing attention on its substantial portfolio of more than 1,500 active U.S. patents in order to create value through licensing income. In the judgment of the Company, its patents are important to its business. The Company also owns a number of valuable trademarks, including "Polaroid", which are important to its business.
Environmental Compliance - ------------------------ Approximately 7% of the Company's capital spending in 1997 will be for environmental compliance projects.
The Company, together with other parties, is currently designated a Potentially Responsible Party ("PRP") by the United States Environmental Protection Agency (the "EPA") and certain state agencies with respect to the response costs for environmental remediation at several sites. The Company believes that its potential liability with respect to any site and with respect to all sites in the aggregate will not have a materially adverse effect on the financial condition or operating results of the Company.
Due to a wide range of estimates with regard to response costs at those sites and various other uncertainties, the Company cannot firmly establish its ultimate liability concerning those sites. In each case in which the Company is able to determine the likely exposure, such amount has been included in the Company's reserve for environmental liabilities. Where a range of comparably likely exposures exists, the Company has included in its reserve the minimum amount of the range. The Company's aggregate reserve for these liabilities as of December 31, 1996 was $4.0 million, the majority of which the Company currently expects to be payable over the next two to three years. The Company's analysis of data which underlies its establishment of this reserve is undertaken on a quarterly basis. The reserve for such liability does not provide for associated litigation costs, which, if any, are expected to be inconsequential in comparison with the amount of the reserve. The Company will continue to accrue in its reserve appropriate amounts from time to time as circumstances warrant. This reserve does not take into account potential recoveries from third parties.
The Company reviews its recurring internal expenditures on environmental matters, as well as capital expenditures related to environmental compliance, on a monthly basis, and reviews its third- party expenditures on environmental matters on a quarterly basis. The Company believes that these expenditures have not had and will not have a materially adverse effect on the financial condition or operating results of the Company.
Federal law provides that PRPs may be held jointly and severally liable for response costs. Based on current estimates of those costs and after consideration of the potential estimated liabilities of other PRPs with respect to those sites and their respective estimated levels of financial responsibility, the Company does not believe its potential liability will be materially enlarged by the fact that liability is joint and several.
Employees - --------- The Company had 10,046 and 11,662 employees at December 31, 1996 and 1995, respectively. These figures included approximately 50 worldwide temporary employees in 1996 and approximately 160 in 1995. In addition, the Company had non-employee temporary workers in the U.S. of approximately 870 and 800 at December 31, 1996 and 1995, respectively.
Information About Foreign and Domestic Operations and Significant Customers - ---------------------------------------------------------------- Please see note 13, "Business", on page 47 of the Polaroid Corporation Annual Report to Stockholders for 1996 (the "Annual Report").
Item 2.
Item 2. Properties
The Company's worldwide corporate headquarters is located in Cambridge, Massachusetts, along with administrative offices, marketing, research and engineering functions. The Cambridge properties consist of approximately 1,020,000 square feet of space, which includes space owned in fee (308,000 square feet) and leased premises (712,000 square feet), under leases expiring between 1997 and 2003.* Approximately 62% of the Company's leased premises in Cambridge, Massachusetts is related to a lease which expires in June 1999. The Company intends to relocate administrative, marketing and some research and engineering functions in these leased premises to sites in Massachusetts which are currently owned or leased under long- term agreements by the Company. This relocation is expected to require the conversion of approximately 150,000 square feet of manufacturing space to office space.
* All lease expiration dates are at the end of the current term for leases not containing a renewal option and the end of the last renewal term for leases containing renewal options.
Over 90% of the Company's other space in the United States is located in Eastern Massachusetts (Waltham, Norwood, New Bedford, Needham, Newton, Freetown and Bedford). These communities contain sites which house essentially all of the Company's principal U.S. manufacturing facilities plus additional research and engineering functions and warehousing operations. Following is a summary description of such facilities:
Approximate Space Location (Square Feet) --------- ------------------ Waltham 1,652,000 Norwood 788,000 New Bedford 739,000 Needham 548,000 Newton 165,000 Freetown 137,000 Bedford 125,000 ---------- 4,154,000 ==========
Approximately 92% of these U.S. manufacturing and warehousing facilities and the land they occupy are owned by the Company. The Newton and Bedford facilities are 100% leased and 40,000 square feet of the Waltham site is leased.
The Company also currently maintains a network of three marketing and distribution centers (Chicago, Needham and Santa Ana) and seventeen regional sales offices in other locations throughout the U.S.
Principal manufacturing facilities outside the U.S. are located in Enschede, The Netherlands, Dumbarton, Scotland and Queretaro, Mexico. Following is a summary description of such facilities:
Approximate Space Location (Square Feet) ---------------- ------------------ The Netherlands 518,000 Scotland 390,000 Mexico 255,000 ---------- 1,163,000 ==========
Approximately 92% of these facilities are owned by the Company. This space also houses certain administrative and marketing activities. In addition, the Company assembles cameras and printed circuit boards for cameras in both China and Russia.
Marketing subsidiaries or sales offices are located in England, France, Germany, Italy, Scotland, Spain, Russia and other European countries. Additional marketing and distribution facilities are established in other regions in Canada, Latin and South America (Brazil, Mexico and Puerto Rico) and in numerous locations in the Asia Pacific region (Japan, Australia, Hong Kong, China, Korea and Malaysia).
During 1996, manufacturing facilities operated at reasonable levels of production capacity, with the exception of the Company's new coating facility which was brought on line in 1994 and is operating at low levels of production capacity. The Company is consolidating its coating facilities, shifting capacity from some of its oldest to its newer, more efficient facilities. The capacity of the Company's manufacturing facilities is sufficient to meet current demand for the Company's products.
All the Company's premises are in good repair and its machinery and equipment are maintained in good operating condition. The facilities are suitable for the production of the Company's products.
The Company does not anticipate any difficulty in renewing outstanding leases or in finding satisfactory alternative premises.
Item 3.
Item 3. Legal Proceedings Please see "Environmental Compliance" under Item 1. Business, above and note 14, "Contingencies", on page 48 of the Annual Report.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders None in the fourth quarter of 1996.
Part II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters Please see the table entitled "Quarterly Financial Data" on page 49 of the Annual Report.
Item 6.
Item 6. Selected Financial Data Please see the table entitled "Ten Year Financial Summary" on pages 50 to 51, inclusive, of the Annual Report.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Please see the section entitled "Management's Discussion and Analysis of Operations" on pages 23 to 30, inclusive, of the Annual Report.
Item 8.
Item 8. Financial Statements and Supplementary Data Please see the section entitled "Independent Auditors' Report" on page 31, the sections entitled "Financial Statements" on pages 32 to 35, inclusive and "Notes to Consolidated Financial Statements" on pages 36 to 48, inclusive, and the section entitled "Supplementary Financial Information" on pages 48 to 51, inclusive, of the Annual Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant a) Directors - Please see the section entitled "Election of Directors" on pages 3 to 6, inclusive, of the Polaroid Corporation 1997 Proxy Statement (the "Proxy Statement").
b) Executive Officers of the Registrant - Listed below are the executive officers of the Company. Officers are elected annually by the Board of Directors. No family relationship exists between any of the officers.
Name Office Age - ------------------------------------------------------------------- Gary T. DiCamillo Chairman of the Board and Chief Executive Officer 46 Enrico I. Ancona Executive Vice President 51 William J. O'Neill, Jr. Executive Vice President and Chief Financial Officer 54 Serafino Posa Executive Vice President 42 Carole J. Uhrich Executive Vice President 53 Robert M. Delahunt Senior Vice President 62 Thomas M. Lemberg Senior Vice President, General Counsel and Secretary 50
Mr. DiCamillo joined the Company in October 1995 and was appointed Chairman of the Board and Chief Executive Officer in December 1995. Prior to joining the Company, he was employed at Black & Decker Corporation. From 1993 to 1995, he was Group Vice President of Black & Decker Corporation and President of its Power Tools and Accessories business. From 1988 to 1993, he was President of the North America Power Tools business at Black & Decker Corporation.
Mr. Ancona joined the Company in 1994 as Executive Vice President. Prior to joining the Company, he was employed at Digital Equipment Corporation from 1972 to 1994, the last eight years as Vice President, Corporate Business Planning.
Mr. O'Neill joined the Company in 1969. He has served in various capacities and was elected to his present position as Executive Vice President and Chief Financial Officer in 1992.
Mr. Posa joined the Company in November 1996 as Executive Vice President. Prior to joining the Company, he was employed by Kraft Foods North America, a division of Philip Morris Companies since 1990. Prior to becoming Kraft's Senior Vice President for business development in 1996, he was Executive Vice President and General Manager of Kraft's All American Gourmet Co. unit from 1994 to 1996. He was Vice President for marketing at Kraft USA's grocery division from 1992 to 1994 and at Kraft's retail cheese division from 1990 to 1992.
Ms. Uhrich joined the Company in 1966. She has served in various capacities and was elected to her present position as Executive Vice President in March 1996.
Mr. Delahunt joined the Company in 1959. He has served in various capacities and was elected to his present position as Senior Vice President in 1992.
Mr. Lemberg joined the Company as Senior Vice President, General Counsel and Secretary in September 1996. Prior to joining the Company, he served as Vice President, General Counsel and Secretary at Lotus Development Corporation from 1985 to 1996.
c) Compliance With Section 16(a) of the Securities Exchange Act of 1934 - Form 3 Reporting Obligation - Please see the section entitled "Compliance with Section 16(a) of the Securities Exchange Act of 1934 - Form 3 Reporting Obligation" on page 24 of the Proxy Statement.
Item 11.
Item 11. Executive Compensation Please see the section entitled "Executive Compensation" on pages 18 to 25, inclusive, of the Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management Please see the section entitled "Beneficial Ownership of Shares" on pages 6 to 8, inclusive and the section entitled "Election of Directors" on pages 3 to 6, inclusive, of the Proxy Statement.
Item 13.
Item 13. Certain Relationships and Related Transactions Please see the section entitled "Election of Directors" on pages 3 to 6, inclusive, of the Proxy Statement.
Part IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Page No. a) 1. Financial Statements
Independent Auditors' Report 31* Consolidated Statement of Earnings for the years ended December 31, 1996, 1995 and 1994 32* Consolidated Balance Sheet as of December 31, 1996 and 1995 33* Consolidated Statement of Cash Flows for the years ended December 31, 1996, 1995 and 1994 34* Consolidated Statement of Changes in Common Stockholders' Equity for the years ended December 31, 1996, 1995 and 1994 35* Notes to Consolidated Financial Statements 36-48* Supplementary Financial Information (Unaudited) 48-51*
a) 2. Financial Statement Schedule
Independent Auditors' Report 15 Schedule II - Valuation and Qualifying Accounts 16
All other schedules are omitted as they are either not required or not applicable.
* Page references are to the Annual Report, which pages are incorporated herein by reference. Except for such pages and other information in the Annual Report specifically incorporated in this report by reference, the Annual Report is not to be deemed filed as part of this report.
a) 3. Exhibits 3.1(a) Restated Certificate of Incorporation of Polaroid Corporation as of August 20, 1973. (The Restated Certificate of Incorporation included as Exhibit 3.2(a) to Polaroid Corporation Form 10-K for the year ended December 31, 1988 as filed on March 31, 1989 is hereby incorporated herein by reference.)
3.1(b) Amendments to the Restated Certificate of Incorporation of Polaroid Corporation as of May 12, 1987. (The Amendments to the Restated Certificate of Incorporation included as Exhibit 3.1 to Polaroid Corporation Form 10-Q for the quarter ended June 28, 1987 as filed on August 12, 1987 are hereby incorporated herein by reference.)
3.1(c) Amendments to Polaroid Corporation Restated Certificate of Incorporation (Certificates of Designation of Series B Cumulative Convertible Preferred Stock and Series C Cumulative Convertible Pay-in-Kind Preferred Stock) as of January 30, 1989. (The Amendments to the Restated Certificate of Incorporation included as Exhibit 3.2(c) to Polaroid Corporation Form 10-K for the year ended December 31, 1988 as filed on March 31, 1989 are hereby incorporated herein by reference.)
3.1(d) Amendment to Polaroid Corporation Restated Certificate of Incorporation as of June 2, 1989. (The Amendment to the Restated Certificate of Incorporation included as Exhibit 3.1 to Polaroid Corporation Form 10-Q for the quarter ended July 2, 1989 as filed on August 13, 1989 is hereby incorporated herein by reference.)
3.1(e) Amendment to Polaroid Corporation Restated Certificate of Incorporation (Certificate of Designation of Series D Cumulative Convertible Preferred Stock) as of October 31, 1991. (The Amendment to the Restated Certificate of Incorporation included as Exhibit 3.2(e) to Polaroid Corporation Form 10-K for the year ended December 31, 1991 as filed on March 27, 1992 is hereby incorporated herein by reference.)
3.1(f) Amendment to Polaroid Corporation Restated Certificate of Incorporation (Certificates of Elimination of Series B Cumulative Convertible Preferred Stock and Series C Cumulative Convertible Pay-In-Kind Preferred Stock) as of October 31, 1991. (The Amendment to the Restated Certificate of Incorporation included as Exhibit 3.2(f) to Polaroid Corporation Form 10-K for the year ended December 31, 1991 as filed on March 27, 1992 is hereby incorporated herein by reference.)
3.2 By-Laws of Polaroid Corporation amended and restated as of February 1, 1994. (The By-Laws amended and restated included as Exhibit 3.1 to Polaroid Corporation Form 10-K for the year ended December 31, 1993 as filed on March 30, 1994 are hereby incorporated herein by reference.)
4.1 Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and Morgan Shareholder Services Trust Company, as Rights Agent. (The Rights Agreement included as Exhibit 1 to Polaroid Corporation Form 8-A as filed on September 15, 1986 is hereby incorporated herein by reference.)
4.2 First Amendment dated as of August 16, 1988 to Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and Morgan Shareholder Services Trust Company, as Rights Agent. (The First Amendment included as Exhibit 4 to Polaroid Corporation Form 8 (Amendment No. 1 to Form 8-A filed on September 15, 1986) as filed on August 18, 1988 is hereby incorporated herein by reference.)
4.3 Second Amendment dated as of September 14, 1988 to Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and Morgan Shareholder Services Trust Company, as Rights Agent. (The Second Amendment included as Exhibit 5 to Polaroid Corporation Form 8 (Amendment No. 2 to the Form 8-A filed on September 15, 1986) as filed on September 15, 1988 is hereby incorporated herein by reference.)
4.4 Supplemental Rights Agreement and Third Amendment dated as of January 30, 1989 to Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and Morgan Shareholder Services Trust Company, as Rights Agent. (The Supplemental Rights Agreement and Third Amendment included as Exhibit 6 to Polaroid Corporation Form 8 (Amendment No. 3 to the Form 8-A filed on September 15, 1986) as filed on January 30, 1989 is hereby incorporated herein by reference.)
4.5 Fourth Amendment dated as of February 21, 1989 to Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and Morgan Shareholder Services Trust Company, as Rights Agent. (The Fourth Amendment included as Exhibit 7 to Polaroid Corporation Form 8 (Amendment No. 4 to the Form 8-A filed on September 15, 1986) as filed on February 21, 1989 is hereby incorporated herein by reference.)
4.6 Supplemental Rights Agreement and Fifth Amendment dated as of October 7, 1991 to the Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and First Chicago Trust Company (as successor to Morgan Shareholder Services Trust Company), as Rights Agent. (The Supplemental Rights Agreement and Fifth Amendment included as Exhibit 8 to Polaroid Corporation Form 8 (Amendment No. 5 to the Form 8-A filed on September 15, 1986) as filed on October 21, 1991 is hereby incorporated herein by reference.)
4.7 Sixth Amendment (previously designated as the Fifth Amendment) dated as of March 23, 1993 to the Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and First Chicago Trust Company, as Rights Agent. (The Sixth Amendment (previously designated as the Fifth Amendment) included as Exhibit 9 (previously designated as Exhibit 8) to Polaroid Corporation's Form 8 (Amendment No. 6 (previously designated as Amendment No. 5) to the Form 8-A filed on September 15, 1986) as filed on July 2, 1993 is hereby incorporated herein by reference.)
4.8 Amendment dated as of June 30, 1993 to the Fifth Amendment dated as of March 23, 1993 to the Rights Agreement dated as of September 9, 1986 between Polaroid Corporation and First Chicago Trust Company, as Rights Agent. (The Amendment to the Sixth Amendment included as Exhibit 10 to Polaroid Corporation's Form 8 (Supplement to Amendment No. 5 and redesignation thereof as Amendment No. 6 to the Form 8-A filed on September 15, 1986) as filed on July 2, 1993 is hereby incorporated herein by reference.)
4.9 Indenture dated as of December 15, 1991 between Polaroid Corporation and The First National Bank of Boston, as Trustee, including form of Note. (The Indenture included as Exhibit 4.8 to Polaroid Corporation Form 10-K for the year ended December 31, 1991 as filed on March 27, 1992 is hereby incorporated herein by reference.)
10.1 Stock Purchase Agreement dated July 12, 1988 between Polaroid Corporation and Boston Safe Deposit and Trust Company, as Trustee under the Polaroid Stock Equity Plan. (The Stock Purchase Agreement included as Exhibit 10(c) to Polaroid Corporation Form 8-K as filed on July 22, 1988 is hereby incorporated herein by reference.)
10.2 Credit Agreement (Working Capital) dated as of August 24, 1994 among Polaroid Corporation, Morgan Guaranty Trust Company of New York, as Agent, and Banks listed therein. (The Agreement included as Exhibit 10.2 to Polaroid Corporation Form 10-K for the year ended December 31, 1994 as filed on March 30, 1995 is hereby incorporated herein by reference.)
10.3 Credit Agreement (ESOP Loan) as of June 30, 1992 among Polaroid Corporation, Morgan Guaranty Trust Company of New York, as Agent, and the Co-Agent and Banks named therein. (The Agreement included as Exhibit 10.3 to Polaroid Corporation Form 10-K for the year ended December 31, 1992 as filed on March 23, 1993 is hereby incorporated by reference.)
10.4 Amendment No. 1 dated as of December 18, 1992 to the Credit Agreement (ESOP Loan) dated as of June 30, 1992. (The Amendment included as Exhibit 10.4 to Polaroid Corporation Form 10-K for the year ended December 31, 1992 as filed on March 23, 1993 is hereby incorporated by reference.)
10.5 Amended and Restated Credit Agreement (ESOP Loan) dated as of November 29, 1994 among Polaroid Corporation, Morgan Guaranty Trust Company of New York, as Agent, ABN AMRO Bank N.V. as Co- Agent and Banks listed therein. (The Agreement included as Exhibit 10.5 to Polaroid Corporation Form 10-K for the year ended December 31, 1994 as filed on March 30, 1995 is hereby incorporated herein by reference.)
10.6 Amendment and Waiver dated as of December 31, 1995 with respect to $150,000,000 Credit Agreement, dated as of August 24, 1994. (The Amendment included as Exhibit 10.6 to Polaroid Corporation Form 10-K for the year ended December 31, 1995 as filed on March 21, 1996 is hereby incorporated by reference.)
10.7 Amendment and Waiver dated as of December 31, 1995 with respect to $130,022,336 Amended and Restated Credit Agreement, dated as of November 29, 1994. (The Amendment included as Exhibit 10.7 to Polaroid Corporation Form 10-K for the year ended December 31, 1995 as filed on March 21, 1996 is hereby incorporated by reference.)
10.8* Polaroid Incentive Plan For Executives, dated December 20, 1996, effective January 1, 1996.
10.9 Polaroid Executive Equalization Retirement Plan, effective January 1, 1984, as amended December 21, 1994. (The Plan included as Exhibit 10.8 to Polaroid Corporation Form 10-K for the year ended December 31, 1994 as filed on March 30, 1995 is hereby incorporated herein by reference.)
10.10 Polaroid Officer's Compensation Exchange Plan, effective January 1, 1994, as amended December 21, 1994. (The Plan included as Exhibit 10.9 to Polaroid Corporation Form 10-K for the year ended December 31, 1994 as filed on March 30, 1995 is hereby incorporated herein by reference.)
10.11 Polaroid Stock Incentive Plan, effective January 1, 1992, as amended October 19, 1992. (The Plan included as Exhibit 10.10 to Polaroid Corporation Form 10-K for the year ended December 31, 1992 as filed on March 23, 1993 is hereby incorporated by reference.)
10.12 The 1993 Polaroid Stock Incentive Plan, effective May 11, 1993, as amended June 1, 1993. (The Plan included as Exhibit 10.10 to Polaroid Corporation Form 10-K for the year ended December 31, 1993 as filed on March 30, 1994 is hereby incorporated herein by reference.)
10.13 Polaroid Board of Directors Stock Option Plan, as amended December 18, 1995. (The Plan included as Exhibit 10.13 to Polaroid Corporation Form 10-K for the year ended December 31, 1995 as filed on March 21, 1996 is hereby incorporated by reference.)
10.14 Polaroid Board of Directors Retirement Plan, effective January 1, 1991 as amended June 13, 1991. (The Plan included as Exhibit 10.11 to Polaroid Corporation Form 10-K for the year ended December 31, 1991 as filed on March 27, 1992 is hereby incorporated herein by reference.)
10.15 Deferred Compensation Plan Trust Agreement dated May 17, 1995 between Polaroid Corporation and NationsBank. (The Agreement included as Exhibit 10.15 to Polaroid Corporation Form 10-K for the year ended December 31, 1995 as filed on March 21, 1996 is hereby incorporated by reference.)
10.16 Employment Agreement dated May 6, 1994 with Enrico I. Ancona. (The Agreement included as Exhibit 10.16 to Polaroid Corporation Form 10-K for the year ended December 31, 1994 as filed on March 30, 1995 is hereby incorporated herein by reference.)
10.17 Employment Agreement dated October 20, 1995 between Gary T. DiCamillo and Polaroid Corporation. (The Agreement included as Exhibit 10.1 to Polaroid Corporation Form 8-K as filed on January 16, 1996 is hereby incorporated herein by reference.)
10.18 Amendment of Employment Agreement dated as of December 21, 1995 between Gary T. DiCamillo and Polaroid Corporation. (The Amendment included as Exhibit 10.2 to Polaroid Corporation Form 8-K as filed on January 16, 1996 is hereby incorporated herein by reference.)
10.19 Severance and retirement agreement dated November 10, 1995 between I. M. Booth and the Company. (The Agreement included as Exhibit 10.3 to Polaroid Corporation Form 8-K as filed on January 16, 1996 is hereby incorporated herein by reference.)
10.20 Severance and retirement agreement dated January 25, 1996 between Joseph R. Oldfield and the Company. (The Agreement included as Exhibit 10.22 to Polaroid Corporation Form 10-K for the year ended December 31, 1995 as filed on March 21, 1996 is hereby incorporated by reference.)
11* Computation of earnings per share.
13* Annual Report to Stockholders for 1996. (The Annual Report to Stockholders for 1996, except for the portions thereof which are specifically incorporated by reference in this report on Form 10-K, is furnished for the information of the Securities and Exchange Commission and is not to be deemed "filed" as part of this report on Form 10-K.)
21* Subsidiaries.
23* Consent of KPMG Peat Marwick LLP.
27* Financial Data Schedule.
____________________________ * Filed herewith.
Exhibits are not included in copies of this Form 10-K except those copies filed with the Securities and Exchange Commission. A copy of these exhibits will be furnished to stockholders upon written request.
b) Reports on Form 8-K During the fourth quarter of 1996, the Company filed a Current Report on Form 8-K, dated December 11, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
POLAROID CORPORATION (Registrant) By /s/Gary T. DiCamillo --------------------- Gary T. DiCamillo Chairman of the Board and Chief Executive Officer March 20, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ GARY T. DICAMILLO Chairman of the Board March 20, 1997 - ---------------------- and Chief Executive Officer; GARY T. DICAMILLO Director
/s/ WILLIAM J. O'NEILL, JR. Executive Vice President March 20, 1997 - ---------------------- and Chief Financial WILLIAM J. O'NEILL, JR. Officer
/s/ CARL L. LUEDERS Vice President March 20, 1997 - ---------------------- and Controller CARL L. LUEDERS
/s/ RALPH E. GOMORY Director March 20, 1997 - --------------------------- RALPH E. GOMORY
/s/ FRANK S. JONES Director March 20, 1997 - --------------------------- FRANK S. JONES
/s/ JOHN W. LOOSE Director March 20, 1997 - --------------------------- JOHN W. LOOSE
/s/ ALBIN F. MOSCHNER Director March 20, 1997 - --------------------------- ALBIN F. MOSCHNER
/s/ HENRY NECARSULMER Director March 20, 1997 - --------------------------- HENRY NECARSULMER
/s/ KENNETH H. OLSEN Director March 20, 1997 - --------------------------- KENNETH H. OLSEN
/s/ RONALD F. OLSEN Director March 20, 1997 - --------------------------- RONALD F. OLSEN
/s/ LESTER POLLACK Director March 20, 1997 - --------------------------- LESTER POLLACK
/s/ CHARLES P. SLICHTER Director March 20, 1997 - --------------------------- CHARLES P. SLICHTER
/s/ RALPH Z. SORENSON Director March 20, 1997 - --------------------------- RALPH Z. SORENSON
/s/ DELBERT C. STALEY Director March 20, 1997 - --------------------------- DELBERT C. STALEY
/s/ BERNEE D.L. STROM Director March 20, 1997 - --------------------------- BERNEE D.L. STROM
/s/ ALFRED M. ZEIEN Director March 20, 1997 - --------------------------- ALFRED M. ZEIEN
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders POLAROID CORPORATION:
Under the date of January 28, 1997, we reported on the consolidated balance sheet of Polaroid Corporation and subsidiary companies as of December 31, 1996 and 1995, and the related consolidated statements of earnings, cash flows, and changes in common stockholders' equity for each of the years in the three-year period ended December 31, 1996, as contained in the 1996 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year 1996. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedule as listed in Item 14(a)2 of this Report. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG PEAT MARWICK LLP
Boston, Massachusetts January 28, 1997
Polaroid Corporation and Subsidiary Companies Schedule II - Valuation and Qualifying Accounts Years ended December 31, 1996, 1995 and 1994 (In millions)
Additions ----------------- Description Balance Charged Charged Deductions Balance at to to Charged End of Beginning Costs Other to Period of and Accounts Reserves Period Expenses - -------------------------------------------------------------------- Doubtful accounts $20.2 $3.9 $ -- $ (8.8) $15.3 Cash discounts 7.8 -- 31.9 (30.9) 8.8 ==================================================================== Doubtful accounts $16.8 $11.0 $ -- $ (7.6) $20.2 Cash discounts 7.7 -- 28.0 (27.9) 7.8 ==================================================================== Doubtful accounts $15.7 $ 8.6 $ -- $ (7.5) $16.8 Cash discounts 7.6 -- 30.0 (29.9) 7.7 ====================================================================