POLAROID CORP
8-K, 2000-01-27
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                                JANUARY 26, 2000
                                ----------------
                                (Date of Report)

                                JANUARY 26, 2000
                                ----------------
                        (Date of earliest event reported)

                              POLAROID CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                                    --------
                 (State or other jurisdiction of incorporation)

                                     1-4085
                                     ------
                            (Commission File Number)

                                   04-1734655
                                   ----------
                        (IRS Employer Identification No.)

               784 MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02139
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (781) 386-2000
                                 --------------
              (Registrant's telephone number, including area code)


<PAGE>


Item 5.  Other Events.

On January 26, 2000, Polaroid Corporation issued a press release which announced
the 1999 fourth quarter and full year results. A copy of the press release is
attached hereto as Exhibit 99.1.

On Janaury 26, 2000 Polaroid Corporation issued a press release which announced
the outlook for 2000. A copy of the press release is attached hereto as Exhibit
99.2

Item 7. (c) Exhibits

Exhibit 99.1  Polaroid Press Release dated January 26, 2000 announcing 1999
              fourth quarter and full year results.

Exhibit 99.2  Polaroid Press Release dated January 26, 2000 announcing the
              outlook for 2000.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            POLAROID CORPORATION

                                            By     /s/ NEAL G. GOLDMAN
                                                   -------------------
                                            Name:  Neal G. Goldman
                                            Title: Vice President,
                                                   General Counsel and
                                                   Secretary

Dated: January 26, 2000

<PAGE>

                                                                   EXHIBIT 99.1

MEDIA RELATIONS                                      INVESTOR RELATIONS
Nancy Childs                                         Phil Ruddick
(781) 386-3122                                       (781) 386-6638
[email protected]                                 [email protected]

                              FOR IMMEDIATE RELEASE

             POLAROID FOURTH QUARTER 1999 SALES UP 20%; Q4 EPS $.64

              -- RECORD 9.7 MILLION INSTANT CAMERAS SOLD IN 1999 --

         CAMBRIDGE, MASS., -- JANUARY 26, 2000 -- Polaroid Corporation (NYSE:
PRD) today reported fourth quarter 1999 revenues of $650 million, up 20 percent
from $542 million in the same period in 1998. The company reported net earnings
of $29 million, or $.64 per diluted share, for the 1999 fourth quarter. This
compares with a net loss of $76 million, or $1.72 loss per diluted share in the
same period in 1998.

         Gary T. DiCamillo, chairman and chief executive officer said, "This was
an excellent quarter, capping an increasingly strong year for Polaroid and
marking a clear milestone in our turnaround. We set a new full-year sales record
of 9.7 million instant cameras. We also sold more than 400,000 digital cameras,
capturing the number-one position in the U.S. mass merchant channel and putting
Polaroid among the leaders in total digital camera volume in the United States
in 1999. Full year revenues for both instant film and cameras showed solid
increases, validating our strategy to re-invigorate the business through new
products, new channels and new customers. These results give us confidence in
the future."

                                     (MORE)


<PAGE>


                                      POLAROID FOURTH QUARTER 1999 EARNINGS - 2

         In the fourth quarter of 1999, compared with the same period in 1998,
sales in the Americas segment were up 21 percent, with U.S. sales up 23 percent;
European segment sales were up 11 percent; and Asia/Pacific sales were up 29
percent. These strong results stemmed from sales of new products, such as the
Polaroid I-Zone Instant Pocket Camera, JoyCam, the PhotoMAX line of digital
cameras and the SP-350 retail document photo system, as well as increases in the
balance of the core business. European currency weakened significantly compared
with the fourth quarter of 1998 negatively affecting European sales; however,
this was offset by a stronger yen which positively affected sales in Japan.

         Operating profit for the quarter was $62 million, compared to a loss of
$82 million in the fourth quarter of 1998. Excluding restructuring and other
charges in 1998's fourth quarter, operating profit would have been $11 million.
Exchange rate fluctuations reduced operating profit by approximately $5 million
versus the same period in 1998.

         The 1999 fourth quarter results also include a pre-tax credit of
approximately $25 million related to lump-sum pension distributions. This credit
essentially was offset by factors related to non-core businesses and to exiting
certain product lines.

         "We are continuing to focus on the areas of highest profitability in
our core business and to manage our asset portfolio for shareholder value," said
DiCamillo. "Consequently, we've taken a number of strong steps this year to
sell, create partnerships for, or otherwise exit certain non-core businesses and
to eliminate some less profitable products." In 1999, Polaroid sold its computer
monitor anti-glare filter business and fiber optics technology, and completed a
partnership agreement for its graphics imaging business.

                                     (MORE)

<PAGE>

                                      POLAROID FOURTH QUARTER 1999 EARNINGS - 3

         Polaroid's balance sheet continues to strengthen. Compared to year-end
1998, receivables and inventory decreased by more than $100 million. Net debt
increased by $16 million in a year when the company made significant cash
payments associated with restructuring and substantial investments in
advertising, promotions and capital equipment.

         For the full year 1999, worldwide sales were up seven percent to $1.98
billion, compared with $1.85 billion for 1998. Net earnings for 1999 were $9
million, or $.20 per diluted share, compared with a 1998 net loss of $51
million, or $1.15 loss per diluted share. Excluding the previously announced
SDIS and graphics write-offs totaling $75 million, and a first quarter real
estate gain of $10 million, 1999 net earnings would have been $51 million, or
$1.14 per diluted share.

         Polaroid Corporation, with annual sales of approximately $2 billion, is
the worldwide leader in instant imaging. Polaroid supplies instant photographic
cameras and films; digital imaging hardware, software and media; secure
identification systems; sunglasses and polarizers to markets worldwide.

                                      # # #

"JoyCam," "Polaroid," "Polaroid I-Zone," and Polaroid PhotoMAX are trademarks of
Polaroid Corporation, Cambridge, Mass., USA.

<PAGE>

                    POLAROID CORPORATION AND SUBSIDIARY COMPANIES

                     CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                       PERIODS ENDED DECEMBER 31, 1998 AND 1999

                         (IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                                  Fourth Quarter               Twelve Months
                                                                                1998         1999            1998          1999
<S>                                                                             <C>          <C>             <C>           <C>


Net sales                                                                        $541.8       $649.8         $1,845.9      $1,978.6
- -----------------------------------------------------------------------------------------------------------------------------------

    Cost of sales                                                                 354.0        384.0          1,108.4       1,170.5

    Marketing, research, engineering and administrative expenses                  220.2        204.0            736.5         700.5

    Restructuring                                                                  50.0            -              50.0            -

- -----------------------------------------------------------------------------------------------------------------------------------
Total costs                                                                       624.2        588.0          1,894.9       1,871.0
- -----------------------------------------------------------------------------------------------------------------------------------
Profit/(loss) from operations                                                    (82.4)         61.8           (49.0)         107.6

    Other income/(expense)                                                         23.4          2.4             67.7        (16.8)

    Interest expense                                                               17.5         20.4             57.6          77.4

- -----------------------------------------------------------------------------------------------------------------------------------
Earnings/(loss) before income taxes                                              (76.5)         43.8           (38.9)          13.4

    Federal, state and foreign income tax expense/(benefit)                       (1.0)         15.3             12.1           4.7
- ------------------------------------------------------------------------------------------------------- ---------------------------
Net earnings/(loss)                                                             ($75.5)        $28.5          ($51.0)          $8.7
===================================================================================================================================


Basic earnings/(loss) per common share                                          ($1.72)         $.64          ($1.15)          $.20

Diluted earnings/(loss) per common share                                        ($1.72)         $.64          ($1.15)          $.20
- -----------------------------------------------------------------------------------------------------------------------------------
Cash dividends per common share                                                    $.15         $.15             $.60          $.60
Weighted average common shares used for basic
          earnings/(loss) per share calculation (in thousands)                   43,883       44,525           44,168        44,304
Weighted average common shares used for diluted
          earnings/(loss) per share calculation (in thousands)                   43,883       44,596           44,168        44,375
Common shares outstanding at end of period (in thousands)                        43,990       44,616           43,990        44,616


===================================================================================================================================


</TABLE>


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                                                                   EXHIBIT 99.2

MEDIA RELATIONS                                      INVESTOR RELATIONS
Nancy Childs                                         Phil Ruddick
(781) 386-3122                                       (781) 386-6638
[email protected]                                 [email protected]

                              FOR IMMEDIATE RELEASE

                 POLAROID CORPORATION PROVIDES OUTLOOK FOR 2000

         CAMBRIDGE, MASS., -- JANUARY 26, 2000 - In a follow-up statement to
Polaroid Corporation's (NYSE: PRD) fourth quarter and year-end earnings
announcement, Gary T. DiCamillo, chairman and chief executive officer, provided
additional perspective on the corporation's outlook for the year.

         "I am increasingly confident about our outlook for 2000," said
DiCamillo. "Not only will we continue to set new records in camera sales - we
are targeting to exceed 10 million units this year - but we are also targeting
double-digit increases in film units leading to strong revenue growth for the
year."

         He added, "I am confident that we will deliver a strong growth
performance for the year. We are targeting high single or low double-digit top
line growth and significant double-digit operating profit increases."

         Polaroid Corporation, with annual sales of approximately $2 billion, is
the worldwide leader in instant imaging. Polaroid supplies instant photographic
cameras and films; digital imaging hardware, software and media; secure
identification systems; sunglasses and polarizers to markets worldwide.

                                    (MORE)


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                                                  POLAROID OUTLOOK FOR 2000 - 2

         Certain statements in this press release are forward-looking. In our
most recent form 10-Q filed with the Securities and Exchange Commission, we have
noted a variety of factors that could cause our actual results and experience to
differ from our anticipated results or other expectations expressed in these
forward-looking statements.

                                     # # #



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