<PAGE>
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-K

   FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

      FOR THE TRANSITION PERIOD FROM ________________ TO ________________

                         COMMISSION FILE NUMBER 1-4085

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

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

<TABLE>
<S>                                            <C>
               DELAWARE                                     04-1734655
    (State or other jurisdiction of            (I.R.S. Employer Identification No.)
    incorporation or organization)
          784 MEMORIAL DRIVE,                                 02139
       CAMBRIDGE, MASSACHUSETTS                             (Zip Code)
    (Address of principal executive
               offices)
</TABLE>

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

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                            <C>
             Title of each class                   Name of exchange on which registered
---------------------------------------------  ---------------------------------------------
    Common stock, par value $1 per share                  New York Stock Exchange
                                                          Pacific Stock Exchange
           11 1/2% Notes due 2006                         New York Stock Exchange
  Rights to Purchase Series A Participating               New York Stock Exchange
         Cumulative Preferred Stock                       Pacific Stock Exchange
</TABLE>

Securities registered pursuant to Section 12(g) of the Act: None.

    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 and 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in a definitive proxy or information
statements incorporated by reference in Part III of this 10-K or any amendment
to this form 10-K. / /

    Aggregate market value of voting stock held by non-affiliates as of March
15, 2001: $223.8 million

        Common stock outstanding as of March 15, 2001: 45,967,822 shares

                      DOCUMENTS INCORPORATED BY REFERENCE:

 Polaroid Corporation Annual Report to Stockholders for 2000 -- Parts I, II, IV

  Polaroid Corporation 2001 Proxy Statement, dated April 10, 2001 -- Part III

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I

ITEM 1.  BUSINESS

GENERAL BUSINESS

    Polaroid Corporation, together with its consolidated subsidiaries (the
"Company"), was incorporated in 1937 as a Delaware corporation. In 2000, the
Company generated worldwide net sales of approximately $1.9 billion. The Company
is the leading instant imaging company in the world and is the only manufacturer
of traditional silver-halide, or chemical-based, instant cameras and film in the
United States. The Company's principal products are instant film, instant and
digital cameras, digital peripherals and secure identification systems with
software and system solutions. In addition, the Company designs, develops,
manufactures and/or markets hardware accessories for the instant imaging market,
conventional 35mm cameras and film and videotapes.

BUSINESS STRATEGY

    The Company's strategy for growth is based on revitalizing its core imaging
business and linking its expertise in instant imaging to digital imaging. The
Company's plan to implement these strategies includes utilizing its position as
the worldwide leader in instant imaging products, its widely recognized brand
name, its global distribution network and its technical expertise. In addition,
the Company has taken actions in recent years to fundamentally alter the way it
conducts business, including reducing the cost of developing, manufacturing and
distributing the Company's products, rationalizing manufacturing operations,
delivering new products more efficiently, improving operating efficiency by
continuing to reduce selling, general and administrative expenses and upgrading
its centralized information systems.

    THE CORE BUSINESS STRATEGY

    The Company is continuing with its plan to revitalize its core imaging
business by introducing a number of new products or product line extensions each
year. In addition to developing new products, the Company is promoting new uses
of and new markets for its products and technology and is targeting demographic
segments, such as young adults, teens and children to achieve wider distribution
of its products. The Company is also taking actions to refine its core imaging
business model, including its recently announced restructuring program and the
continued development of strategic partnerships, to reduce costs and improve
profitability. Historically, the Company's profits were primarily generated by
sales of instant film, rather than from sales of instant cameras. As part of a
modified business model, the Company is designing, manufacturing, pricing and
positioning its cameras to be more profitable.

    LINKING INSTANT IMAGING TO THE DIGITAL FUTURE

    The Company believes that there will be significant growth in the creation
and communication of digital images over the next several years and the Company
intends to build selectively on emerging trends in the digital imaging market.
Much of the Company's imaging knowledge is transferable to the digital arena and
as part of its evolving digital strategy, the Company plans to leverage its
imaging technology and instant media expertise to develop products that create,
capture, transmit and print digital images.

    Digital imaging provides individuals, businesses and governments the ability
to capture images that can be manipulated, transmitted over long distances
electronically, stored as computer files and combined with text and other codes.
The Company is currently the number-one seller of digital cameras in the mass
merchandising channel and among the top digital brands in all channels based on
independent surveys in the United States by Information Resources, Inc. In
addition, the Company believes it is positioned to accelerate its instant
digital printing strategy in 2001 because it has completed technical feasibility
studies and is in the early stages of commercialization for two new media
platforms, which the Company has code-named "Opal" and "Onyx", that will be
unveiled in the first half of 2001.

                                       2
<PAGE>
    The Company's digital strategy is not limited to digital cameras and related
media. The Company, through the use of established strategic partnerships, is
also considering opportunities in the handheld, mobile and wireless market along
with various Internet applications that it may be able to build from the
Company's new product, commercial and professional customer bases.

    REDUCING COSTS AND IMPROVING CASH FLOW

    A principal objective of the Company in 2001 will be to reduce its costs and
improve cash flow. In an effort to accomplish this objective, the Company has
started to implement the following strategies:

    - reducing accounts receivable and inventories;

    - selling certain assets, including real estate;

    - reducing excess manufacturing capacity by consolidating facilities and
      moving some production offshore or to contract manufacturers;

    - streamlining the Company's overhead structure and implementing tight cost
      controls over all aspects of its business; and

    - reducing capital spending to $115 million or less.

    Since December 31, 2000, the Company has taken a number of actions related
to reducing costs and improving cash flow that include:

    - suspending its regular quarterly dividend which will save the Company
      approximately $27 million on an annualized basis that can be used for
      general corporate purposes; and

    - announcing a worldwide restructuring program designed to reduce overhead
      costs, realign the Company's resources and allow the Company to accelerate
      the implementation of its digital strategy (refer to the section titled
      "Corporate" for information on this program).

    The Company anticipates that it will begin to accrue the benefits from these
strategies in 2001.

COMPETITIVE STRENGTHS

    The following are a number of factors that the Company believes provide it
with an advantage relative to its competitors:

    - The Company is the worldwide leader in the instant imaging market and has
      established strong brand recognition throughout the world from its
      position as the market leader in instant imaging.

    - The Company's instant cameras and other imaging devices use the Company's
      instant film which generates recurring sales of instant film that
      contribute to the Company's cash flow. Currently, instant cameras and film
      generate approximately 80% of the Company's net sales and represent a
      significant portion of the Company's cash flow.

    - The Company has demonstrated its ability to successfully develop and
      market new products. The Company believes this ability, combined with its
      ability to leverage its technical expertise in instant imaging to digital
      imaging, commercialize its instant media expertise and accelerate its
      instant digital printing strategy provide it with a strong position
      relative to its competitors in the sectors of the markets in which it
      chooses to compete.

    - The Company has reduced its costs and improved operating efficiencies
      through a number of restructuring programs and other business strategy
      decisions that have closed or consolidated facilities, reduced the size of
      the Company's workforce and lowered costs to develop, manufacture and sell
      the Company's products.

                                       3
<PAGE>
    - The Company is led by a strong and incentivized management team headed by
      Chairman and Chief Executive Officer, Gary T. DiCamillo, who is under
      contract with the Company through 2003.

WORLDWIDE BUSINESS OPERATIONS

    The Company is managed in five primary segments: the Americas Region; the
European Region; the Asia Pacific Region; Global Operations; and Research and
Development. The Americas Region is comprised of all countries in North and
South America. The European Region includes all of the countries of continental
Europe, the United Kingdom, Russia, the Middle-Eastern countries and the African
continent. The Asia Pacific Region includes Japan, Australia and the Asian
continent, excluding Russia. Each of these regions consist of sales and
marketing operations. Global Operations consists of worldwide activities
associated with manufacturing, logistics, procurement, developing manufacturing
processes for new products and inventory management. Research and Development is
comprised of corporate research and engineering activities.

    Additionally, the Company has one category called Corporate, which it does
not consider to be a segment. This category includes central marketing,
centralized information systems, general and administrative functions and
certain other corporate functions. Corporate also includes costs related to
restructuring activities and certain other non-operating items.

    For financial information regarding the Company's segments, see Note 13,
"Business" on pages 41 and 42 of the Company's 2000 Annual Report to
Stockholders (the "Annual Report"), which pages are incorporated by reference.

PRODUCTS

    The Company designs, develops, manufactures and markets instant and digital
imaging and related products. The Company's products are manufactured for
worldwide consumption and are tailored, often through packaging and cosmetic
features, for regional customers. The Company's principal products, which have
been described above, are sold in all regions and represented approximately 90%
of the Company's net sales for the year ended December 31, 2000.

    The Company's instant and digital strategies are based on the introduction
of new products and product line extensions. The Company introduced a number of
new products or product line extensions in 2000 and has unveiled its plans for
several more in 2001. The following are examples of some of the products that
were introduced in 2000 or the first quarter of 2001:

    - the Polaroid I-Zone Instant Pocket Camera and film, introduced in the
      United States in 1999, is the world's smallest instant camera and film and
      was extended in 2000 to include a number of new colors and again in 2001
      to include a smaller, sleeker and customizable version with changeable
      faceplates;

    - the Polaroid I-Zone Webster, introduced in 2000, is a portable
      mini-photographic scanner that allows customers to post I-Zone pocket
      photos or other small objects directly to the Polaroid I-Zone Website
      where they can store or edit pictures, make collages, play games and
      communicate with friends;

    - the Polaroid I-Zone Digital & Instant Combo Camera, introduced in 2000,
      links the I-Zone Instant Pocket Camera to digital imaging by allowing
      customers to take instant or digital photos;

    - the Polaroid PDC 2300Z, introduced in 2001, is the most technologically
      advanced digital camera in the Polaroid PhotoMAX line of digital cameras
      and produces photo-quality images with high resolution and a zoom lens;

                                       4
<PAGE>
    - the Polaroid P-500 portable Digital Photo Printer, introduced in 2001, is
      a compact, handheld printer that produces high-resolution, pocket-sized
      Polaroid 500 instant color prints in 20 seconds or less and eliminates the
      need to connect digital cameras to a PC; and

    - the Polaroid SP 360, introduced in 2001, is an all digital, self-contained
      mini-portrait studio with high resolution that combines the benefits of
      digital imaging with instant film and is designed for portraits, passports
      and ID photography.

    In addition, the Company expects to unveil two entirely new, proprietary
digital media platforms, which the Company has code-named "Opal" and "Onyx" in
the first half of 2001. Opal is a color digital printing media platform and Onyx
is a black and white, single sheet digital printing media platform. The Company
anticipates that both of these platforms will have applications in the consumer
and commercial markets.

COMPETITION

    The Company operates in the worldwide imaging market. The sectors of the
market in which the Company operates are highly competitive in design, product
performance, quality, service and price. The effects of competition are price
pressure on the Company's existing products, substitutions of other imaging
solutions and shorter product life cycles. Instant silver-halide, conventional
35mm and digital imaging products manufactured by others compete with the
Company's products. The Company has competitors worldwide, ranging from large
corporations to smaller and more specialized companies. Although there are
situations where the Company faces competition from local and regional
companies, it typically competes with other global organizations, many of which
are larger and have greater resources. In the instant imaging market, the
Company faces direct competition from Fuji Photo Film Co., Ltd. ("Fuji"), which
has introduced instant imaging products in Japan and Europe, and indirect
competition from others. In the digital imaging market, the Company faces
competition from the Eastman Kodak Company, Fuji, Hewlett-Packard Company, Canon
U.S.A., Inc., Sony Corporation and others. The other markets in which the
Company operates are more fragmented and, therefore, it is more difficult to
assess the competitive risks that the Company faces.

CUSTOMERS

    The Company sells its products to a variety of customers in the United
States that include mass merchandisers, food, drug, discount and department
stores; specialty photography stores; wholesalers; original equipment
manufacturers; and independent agents. Internationally, the Company sells its
products through wholly-owned marketing subsidiaries to a variety of customers
and unaffiliated distributors. In recent years, the Company has achieved
significant growth in its worldwide distribution by adding a number of new
points of distribution, many of which are in channels where the Company was not
previously represented.

    The Company has one customer, Wal-Mart Stores, Inc., that accounted for
approximately 13% of its net sales in 1998 and 15% in both 1999 and 2000. Most
of the Company's sales to Wal-Mart Stores, Inc., related to the Americas Region.
No other customer accounted for more than 10% of the Company's total net sales
in 1998, 1999 or 2000.

                                       5
<PAGE>
EMPLOYEES

    The Company had approximately, 9,274 employees at December 31, 1998, 8,784
at December 31, 1999 and 8,865 at December 31, 2000. The following is a summary
of employees related to each of the Company's segments at December 31:

<TABLE>
<CAPTION>
                                                           1998       1999       2000
                                                         --------   --------   --------
<S>                                                      <C>        <C>        <C>
Americas Region........................................   1,087        823        897
European Region........................................     752        720        636
Asia Pacific Region....................................     423        351        317
Global Operations(1)...................................   5,652      5,764      5,905
Research and Development...............................     665        555        536
                                                          -----      -----      -----
  Subtotal Segments....................................   8,579      8,213      8,291
Corporate..............................................     695        571        574
                                                          -----      -----      -----
  Total................................................   9,274      8,784      8,865
                                                          =====      =====      =====
</TABLE>

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

(1)  Of the total number of employees, the Company had approximately 5,000
       employees involved in manufacturing activities worldwide at December 31,
    1998, 5,200 at December 31, 1999 and 5,500 at December 31, 2000.

    In addition to its employees, the Company had approximately, 532
non-employee temporary workers in the United States at December 31, 1998, 443 at
December 31, 1999 and 535 at December 31, 2000.

    In 1997, the Company recorded restructuring and other charges that included
a provision for approximately 1,800 employees that were expected to leave the
Company under an involuntary severance program. The severance component of the
1997 restructuring was expanded in 1998 to include approximately 1,000
additional employees. The terminations under this program were completed in the
fourth quarter of 2000 and totaled approximately 2,700 employees. In 1999, the
Company added over 1,000 direct labor employees in the Global Operations segment
to expand its manufacturing capacity in certain overseas locations that were not
included in the Company's restructuring. The additional capacity and related
employees were required to support the demand for the Company's new products.

    In February 2001, the Company announced a worldwide restructuring program
that included a provision for approximately 950 employees that are expected to
leave the Company under an involuntary severance program over the next twelve
months. Nearly half the employees in this program will be from the Global
Operations segment and the remainder from the Company's other segments and the
non-segment Corporate category (refer to the section titled "Corporate" for
information on this program).

REGIONAL SALES AND MARKETING OPERATIONS

    Each of the Company's sales and marketing segments competes in selected
sectors of the imaging market. In each region, the Company has two principal
markets for its traditional chemical-based imaging products, the market for
instant cameras and film for personal photography and the market for commercial
applications. While the products in each of the regions are similar, the mix
between personal photography and commercial applications vary by region and
between countries within a region.

    In order to leverage the marketing of the Company's technologies and
products, the Company manages its sales and marketing operations on a regional
basis. This alignment affords the region the opportunity to develop advertising
and promotional programs, organize its distribution structure, target its
communications, and tailor its product portfolio to meet the needs of the
marketplace. Regional management of the sales and marketing functions enables
the Company to deliver products to its customers in a cost-effective manner and
affords the greatest chance of success.

                                       6
<PAGE>
GLOBAL OPERATIONS

    The Global Operations segment is managed on a worldwide basis and consists
of manufacturing, logistics, procurement, developing manufacturing processes for
new products and inventory management. The Company's strategy is to manufacture
those products which are proprietary in nature or for which it maintains a core
competency. Significant portions of the Company's products, other than instant
film, have been outsourced to third-party manufacturers. The Company's products,
whether manufactured in-house or outsourced, are distributed primarily through
facilities located in the United States or The Netherlands. Product sourcing
decisions are made on a worldwide basis in an effort to optimize cost and
customer service.

    The Company has manufacturing sites located in Waltham, Norwood, and New
Bedford, Massachusetts; Dumbarton, Scotland; Enschede, The Netherlands;
Queretaro, Mexico and Shanghai, China. The Company believes that the capacity of
the Company's manufacturing facilities is sufficient to meet the current demand
for its products. All of the Company's premises are in good repair and its
machinery and equipment are maintained in good operating condition.

    The manufacture of instant film is a vertically integrated process that has
two major steps: the production of photographic materials, principally
photographic negatives; and the assembly of film packs. The Company makes
photographic negatives by purchasing and producing custom chemicals and coating
them on the film sheets using its own proprietary technology. In addition, some
of the Company's instant integral films carry their own battery rather than
placing it in the camera. The Company conducts these processes in the United
States because the production is capital intensive, the manufacturing process
uses the Company's own proprietary technology and the process of coating film
requires clean and controlled conditions which the Company can control better
locally. The assembly of film packs, by contrast, is highly mechanized. The
Company assembles film packs in the United States, The Netherlands, Scotland and
Mexico. The Company allocates the production of film packs to each of those four
sites to reduce the time to market and the total cost depending on the intended
market.

    The Company manufactures cameras using a proprietary plastic lens molding
technology that optimizes product performance and controls the cost of
production. The Company either performs the final assembly of cameras at its
facilities in Scotland and China or contracts final assembly to third-parties.

    The Company manufactures certain digital imaging products that use the
Company's proprietary technology at its facilities in the United States and
Scotland. The Company purchases its other digital imaging products from original
equipment and other manufacturers.

RAW MATERIALS, SUPPLIES AND CONTRACT MANUFACTURING

    The Company uses a variety of raw materials and supplies in the manufacture
of its products, including chemicals, polyester film base, specialty papers and
electronic components. The Company purchases these products, except for a few
raw materials used in low volumes that it manufactures. In the past several
years, the raw material and supplies used by the Company have been available in
sufficient quantities and at satisfactory prices to meet the requirements of the
Company's manufacturing operations. The Company believes the raw materials and
supplies it uses will continue to be available in sufficient quantities to meet
the current demand for its products. The Company is dependent on certain sole
source suppliers for certain finished goods and components, some of which are
critical to the manufacture of instant film.

ENVIRONMENTAL COMPLIANCE

    The Company's environmental compliance is primarily associated with the
Global Operations and Research and Development segments. The Company expects
approximately 2% of its projected capital spending in 2001 to be related to
environmental projects. For information regarding environmental

                                       7
<PAGE>
compliance see Note 14, "Contingencies" on pages 42 and 43 of the Annual Report,
which pages are incorporated by reference.

RESEARCH AND DEVELOPMENT

    The Research and Development segment is managed centrally and charged with
the mission of creating value through technology with multiple applications. It
is from this technology base that the Company develops and introduces new
products each year. To meet its goal of developing and introducing a number of
new products, the Company has focused its research and engineering activities
towards commercially-oriented applications and has equipped its personnel to
adapt its existing technology to new products and applications. The Company is
also seeking to leverage its intellectual property by licensing patents and by
entering strategic partnerships with third parties to reduce its exposure to
competitive forces and emerging technologies.

    The Company believes that its patents are important to its business and
continues to obtain patents and to pursue efforts to license a portion of its
portfolio of over 800 active U.S. patents. In addition, the Company owns a
number of valuable trademarks, including the trademark "Polaroid," which are
important to its business.

    Research and Development segment costs were approximately $120 million in
1998, $86 million 1999 and $83 million in 2000. The Company expects to spend
approximately $75 million on research and engineering activities in 2001.

CORPORATE

    The Company has one category called Corporate, which it does not consider to
be a segment. This category includes central marketing, centralized information
systems, general and administrative functions and certain other corporate
functions. Corporate also includes costs related to restructuring activities and
certain other non-operating items.

    In 1997, the Company recorded restructuring and other charges of
$340 million which consisted of severance costs, impairment losses on certain
long-lived assets, other asset write-downs and exit costs associated with
certain businesses. In 1998, the Company recorded a $50 million restructuring
charge related to an expansion of the severance component of the 1997
restructuring program. In the fourth quarter of 2000, the Company completed
employee terminations under this program and as a result, reversed approximately
$6 million of restructuring charges that related primarily to accrued severance
costs. For information about the Company's restructuring and other charges, see
"Restructuring and Other Charges" within "Management's Discussion and Analysis
of Operations" on pages 19 and 20 of the Annual Report, which pages are
incorporated by reference.

    In February 2001, the Company announced a worldwide restructuring program
designed to reduce overhead costs, realign the Company's resources and allow the
Company to accelerate the implementation of its digital strategy. Accordingly,
the Company will record pre-tax restructuring and other charges of approximately
$80 million in the first quarter of 2001. The charges will include approximately
$50 million of severance costs related to an involuntary severance program and
approximately $30 million of asset write-offs. The Company expects to generate
savings of approximately $60 million on an annualized basis from this program.

                                       8
<PAGE>
ITEM 2.  PROPERTIES

    The Company's worldwide headquarters are located in Cambridge,
Massachusetts. The Company has manufacturing facilities and marketing
distribution centers throughout the world. The following is a summary of real
estate owned and leased by each of the Company's segments at December 31, 2000:

<TABLE>
<CAPTION>
                                                           PROPERTIES OCCUPIED BY THE
                                                                    COMPANY
                                                              AT DECEMBER 31, 2000
                                                      ------------------------------------
                                                       OWNED         LEASED        TOTAL
                                                      --------      --------      --------
                                                         (IN THOUSANDS OF SQUARE FEET)
<S>                                                   <C>           <C>           <C>
Americas Region.....................................      82            85           167
European Region.....................................      97           112           209
Asia Pacific Region.................................      --           159           159
Global Operations...................................   3,731           557         4,288
Research and Development............................     194           268           462
                                                       -----         -----         -----
  Subtotal Segments.................................   4,104         1,181         5,285
Corporate...........................................     130           552           682
                                                       -----         -----         -----
  Total.............................................   4,234         1,733         5,967
                                                       =====         =====         =====
</TABLE>

    The Company currently maintains a network of three distribution centers in
the United States that are located in Norton, Massachusetts, Oakbrook, Illinois
and Anaheim, California. The Company also has eight regional sales offices
throughout the United States. The remainder of the Americas Region includes
marketing subsidiaries and sales offices in Argentina, Brazil, Canada, Mexico
and Puerto Rico and certain other South American countries. The European Region
has marketing subsidiaries and sales offices located in England, France,
Germany, Italy, Scotland, Spain and certain other European countries. The Asia
Pacific Region has marketing subsidiaries and sales offices located in
Australia, China, Hong Kong, Japan, Korea and Malaysia and certain other
countries in Asia.

    At December 31, 2000, over 90% of the property owned or leased by the
Company in the United States was located in Massachusetts. These properties are
summarized in the following:

<TABLE>
<CAPTION>
                                                            MASSACHUSETTS PROPERTIES
                                                              AT DECEMBER 31, 2000
                                                      ------------------------------------
                                                       OWNED         LEASED        TOTAL
                                                      --------      --------      --------
                                                         (IN THOUSANDS OF SQUARE FEET)
<S>                                                   <C>           <C>           <C>
Location:
  Waltham...........................................   1,551            17         1,568
  New Bedford.......................................     739            --           739
  Norwood...........................................     535            --           535
  Norton............................................      --           330           330
  Cambridge.........................................      --           283           283
  Wayland...........................................      --           237           237
  Bedford...........................................      --           125           125
  Newton............................................      --            53            53
                                                       -----         -----         -----
Total...............................................   2,825         1,045         3,870
                                                       =====         =====         =====
</TABLE>

    Most of the Company's marketing, research and administrative offices are
located in Cambridge, Waltham and Wayland, Massachusetts. The Cambridge
properties have leases that expire between 2001 and 2013. In 1999, the Company
relocated many of its Cambridge-based employees to a facility in Wayland,
Massachusetts, which has been leased until 2009. In addition, during 1999, the
Company moved

                                       9
<PAGE>
its distribution operations from Needham, Massachusetts to a new facility in
Norton, Massachusetts that has been leased until 2014.

    The Company's main properties located outside the United States house
manufacturing facilities and regional marketing subsidiaries and sales offices.
The principal foreign manufacturing facilities are located in Enschede, The
Netherlands, Dumbarton, Scotland, Queretaro, Mexico and Shanghai, China. These
facilities also contain some administrative and regional marketing activities.
These manufacturing properties are summarized in the following:

<TABLE>
<CAPTION>
                                                            MANUFACTURING FACILITIES
                                                                    OUTSIDE
                                                              OF THE UNITED STATES
                                                              AT DECEMBER 31, 2000
                                                      ------------------------------------
                                                       OWNED         LEASED        TOTAL
                                                      --------      --------      --------
                                                         (IN THOUSANDS OF SQUARE FEET)
<S>                                                   <C>           <C>           <C>
Location:
  The Netherlands...................................     485           --            485
  Scotland..........................................     374           --            374
  Mexico............................................     215            2            217
  China.............................................      --          119            119
                                                       -----          ---          -----
Total...............................................   1,074          121          1,195
                                                       =====          ===          =====
</TABLE>

    Generating cash flow and reducing costs is a principle objective of the
Company in 2001. The Company has been and expects to continue consolidating
under-utilized facilities, selling certain facilities as market conditions
permit and replacing space through leasing rather than acquisitions. Since 1998,
the Company has sold 17 properties for approximately $212 million of net cash
proceeds having benefited from the high commercial real estate prices in eastern
Massachusetts. The Company has reinvested approximately $68 million of the net
cash proceeds from the sale of real estate in existing or newly leased
properties since 1998.

ITEM 3.  LEGAL PROCEEDINGS

    For information regarding the Company's legal proceedings see Note 14,
"Contingencies" on pages 42 and 43 of the Annual Report, which pages are
incorporated by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

    None in the fourth quarter of 2000.

                                       10
<PAGE>
                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

    See the table entitled "Quarterly Financial Data" on page 43 of the Annual
Report, which page is incorporated by reference.

ITEM 6.  SELECTED FINANCIAL DATA

    See the table entitled "Ten Year Financial Summary" on pages 44 and 45 of
the Annual Report, which pages are incorporated by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

    See "Management's Discussion and Analysis of Operations" on pages 14 to 24
of the Annual Report, which pages are incorporated by reference.

FACTORS THAT MAY AFFECT FUTURE RESULTS

    Some statements in Management's Discussion and Analysis of Financial
Condition and Results of Operations, including those under "Financial Liquidity
and Capital Resources" and "Outlook" may be forward looking in nature, or
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995 (the "Act"). These statements may be identified by the use of
forward-looking words or phrases such as "expect", "anticipate", "plan",
"intend", "will", "estimate", "potential", "strategy" and "forecast" among
others. The Company desires to take advantage of the "safe harbor" provisions of
the Act. Many of the important factors below have been discussed in prior
filings by the Company with the Securities and Exchange Commission. The Company
therefore cautions shareholders and investors that actual results may differ
materially from those projected in or implied by any forward-looking statement
as a result of a wide variety of factors which include, but are not limited to
the Company's ability:

    - to market its core imaging products which requires, among other things:

       - introducing a number of new products each year;

       - expanding certain profitable businesses;

       - increasing revenues while managing the mix of new and traditional
         products and retail buying patterns; and

       - continuing to reduce costs through operating efficiencies, including
         savings from restructuring;

    - to penetrate new demographic markets such as children, teens and young
      adults for its products and new technologies through product innovations,
      marketing campaigns and expanded distribution;

    - to develop and implement its digital imaging strategy which requires,
      among other things:

       - applying the Company's technology and expertise in instant imaging to
         the developing market for digital imaging products;

       - marketing of successful new digital imaging products;

       - successfully developing partnerships and alliances with other companies
         in the digital imaging market; and

       - accurately anticipating and responding to trends in the rapidly
         changing digital imaging market;

    - to compete successfully in the instant imaging market against larger and
      stronger competitors like Fuji, and in the digital imaging market against
      competitors like Eastman Kodak Company, Fuji, Hewlett-Packard Company,
      Cannon U.S.A., Inc. and Sony Corporation;

                                       11
<PAGE>
    - to implement its strategies to reduce costs and improve cash flow which
      requires, among other things:

       - the sale of certain assets and working capital reductions to generate
         cash flow and allow the Company to reduce its debt;

       - the consolidation of manufacturing facilities and streamlining of the
         Company's overhead structure; and

       - capital spending reductions while continuing to support new product
         sales and development;

    - to avoid periods of net losses which could require the Company to find
      additional sources of financing to fund operations, implement its business
      strategy, meet anticipated capital expenditures, research and development
      costs and financing commitments;

    - to implement its strategies to amend and refinance the Company's
      $350 million domestic Credit Agreement (as amended, the "Amended Credit
      Agreement"), the Company's euros Loan Agreement (as amended, the "U.K.
      Credit Agreement") and the Company's outstanding 6 3/4% notes due
      January 15, 2002 (the "2002 Notes");

    - to reduce its debt and limit the Company's vulnerability to general
      adverse economic conditions; increase its ability to compete with
      competitors that are less leveraged; increase its ability to fund future
      working capital needs, capital expenditures, acquisitions, research and
      development costs and other general corporate requirements; and increase
      its flexibility to react to changes in the businesses and industry in
      which it operates;

    - to comply with the covenants in the Amended Credit Agreement, the U.K.
      Credit Agreement, the indentures governing the 2002 Notes, the Company's
      outstanding 11 1/2% Notes due February 15, 2006 and the Company's
      outstanding 7 1/4% Notes due January 15, 2007 and certain of the
      agreements governing short-term lines of credit the failure of which could
      result in an event of default;

    - to retain its top customers at essentially their current purchasing
      levels;

    - to sell and market its products worldwide particularly in light of the
      major risks associated with worldwide operations such as various local
      laws and customs;

    - to manage fluctuation of foreign exchange rates, particularly the Japanese
      yen and euro;

    - to further reduce its cycle time in bringing new products to market;

    - to retain certain sole source suppliers, or find timely alternatives, for
      raw materials, supplies and finished goods necessary for the manufacture
      and sale of its products, including chemicals, polyester film base,
      specialty paper and certain components;

    - to develop and continue to protect ownership of, and license as
      appropriate, valuable intellectual property rights;

    - to comply with the large number of federal, state and local environmental
      laws and regulations that govern, among other things, the discharge of
      hazardous materials into the air and water as well as the handling,
      storage and disposal of such materials; and;

    - to retain a number of key senior managers and to be able to attract and
      retain qualified senior managers who can implement the Company's business
      strategy.

    There can be no assurance that the Company will be successful in
accomplishing its objectives and meeting the challenges summarized above. If the
Company is not successful, the Company's business and results of operations
could be negatively impacted.

                                       12
<PAGE>
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The Company is exposed to market risk from changes in interest rates and
foreign currency exchange rates relative to its market risk sensitive
instruments and positions as described below. To reduce its risk and costs
associated with its non-functional currency operating activities, the Company
manages its exposures to foreign currency exchange rate changes through its
operating and financing activities. In this regard, the Company borrows
non-functional currencies and purchases forward exchange contracts to reduce the
impact of exchange on its non-functional currency net asset exposures. In
addition, the Company purchases foreign currency options to protect a portion of
its expected foreign currency-denominated revenues from adverse foreign currency
exchange rate movements. The Company does not purchase derivative financial
instruments for trading or other speculative purposes.

INTEREST RATE RISKS

    The Company is exposed to interest rate risk related primarily to its
borrowing activities. The Company borrows U.S. dollars to fund its working
capital and investment requirements and borrows foreign currencies to manage its
non-functional currency net asset exposures as more fully explained under
"Foreign Currency Exchange" within "Management's Discussion and Analysis of
Operations" on page 22 of the Annual Report, which page is incorporated by
reference. The following table summarizes principal payments, related average
interest rates by contractual maturity date and fair value information as of
December 31, 2000 for the Company's borrowing activities:
<TABLE>
<CAPTION>
                                 PRINCIPAL PAYMENTS AND INTEREST RATES BY MATURITY DATES AS OF DECEMBER 31, 2000
                                 --------------------------------------------------------------------------------
                                                                                                          DUE
                                   2001          2002          2003          2004          2005        THEREAFTER
                                 --------      --------      --------      --------      --------      ----------
                                                   (IN MILLIONS, EXCEPT AVERAGE INTEREST RATE)
<S>                              <C>           <C>           <C>           <C>           <C>           <C>
SHORT-TERM DEBT:
Variable rate (U.S. dollars)...    $320            --            --            --            --              --
Average interest rate..........     8.7%
Variable rate (non-U.S.
  dollars).....................    $ 44            --            --            --            --              --
Average interest rate..........     6.4%
LONG-TERM DEBT:
Fixed rate (U.S. dollars)......      --          $150            --            --            --           $ 425
Average interest rate..........                  6.75%                                                     10.0%

<CAPTION>
                                 PRINCIPAL PAYMENTS AND INTEREST RATES BY MATURITY DATES AS OF DECEMBER 31, 2000
                                 ----------------------
                                                 FAIR
                                  TOTAL         VALUE
                                 --------      --------
                                 (IN MILLIONS, EXCEPT AVERAGE INTEREST RATE)
<S>                              <C>           <C>
SHORT-TERM DEBT:
Variable rate (U.S. dollars)...    $320          $320
Average interest rate..........     8.7%
Variable rate (non-U.S.
  dollars).....................    $ 44          $ 44
Average interest rate..........     6.4%
LONG-TERM DEBT:
Fixed rate (U.S. dollars)......    $575          $344
Average interest rate..........     9.2%
</TABLE>

    For information about the Company's short-term debt and long-term debt, see
Note 6, "Short-term Debt" on pages 35 and 36 of the Annual Report and Note 8,
"Long-term Debt" on page 37 of the Annual Report, which pages are incorporated
by reference. For information about the fair value of the Company's short- and
long-term debt, see Note 3, "Financial Instruments" on pages 33 and 34 of the
Annual Report, which pages are incorporated by reference.

FOREIGN CURRENCY EXCHANGE RISK

    As more fully explained under "Foreign Currency Exchange" within
"Management's Discussion and Analysis of Operations" on page 22 of the Annual
Report, which page is incorporated by reference, the Company purchases U.S.
dollar call/foreign currency put options which allow it to protect a portion of
its expected foreign currency denominated revenues. The Company also uses
forward exchange contracts to minimize the impact of currency fluctuations on
its net monetary assets denominated in nonfunctional currencies. The purchased
currency options and forward exchange contracts outstanding at December 31, 2000
were primarily denominated in Japanese yen and euros. Because the impact of
purchased options and forward exchange contracts were not material to the
Company's financial position at December 31, 2000 or the results of its
operations for the year then ended, the effect of an assumed 10% adverse change
in the

                                       13
<PAGE>
foreign currency exchange rates on the contracts outstanding at December 31,
2000 would not be material to the Company's financial position or results of its
operations.

    The Company does not quantify foreign currency exchange rate risk associated
with its expected foreign currency denominated revenues or its net monetary
assets denominated in nonfunctional currencies. However, this exclusion does not
affect the usefulness of the sensitivity analysis related to the fair value of
the Company's outstanding option contracts or its outstanding forward exchange
contracts.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    See the section entitled "Independent Auditors' Report" on page 25, the
section entitled "Financial Statements" on pages 26 to 29, the section entitled
"Notes to Consolidated Financial Statements" on pages 30 to 43, and the section
entitled "Supplementary Financial Information" on pages 43 to 45 of the Annual
Report, which pages are incorporated by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AUDITING AND FINANCIAL
         DISCLOSURE

    None.

                                       14
<PAGE>
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

a)  DIRECTORS--See the section entitled "Election of Directors" on pages 4 to 6
    of the Company's 2001 Proxy Statement (the "Proxy Statement"), which pages
    are incorporated by reference.

b)  EXECUTIVE OFFICERS OF THE REGISTRANT--Listed below are the executive
    officers of the Company as of January 31, 2001. Officers are elected
    annually by the Board of Directors. No family relationships exist between
    any of the officers.

<TABLE>
<CAPTION>
NAME                                                            OFFICE                            AGE
----                                     -----------------------------------------------------  --------
<S>                                      <C>                                                    <C>
Gary T. DiCamillo......................  Chairman, Chief Executive Officer and Director            50
Carl L. Lueders........................  Vice President and Acting Chief Financial Officer         50
Ian J. Shiers..........................  Executive Vice President                                  53
Neal D. Goldman........................  Senior Vice President, General Counsel and Secretary      49
Harvey M. Greenberg....................  Senior Vice President                                     57
John R. Jenkins........................  Senior Vice President                                     55
Paul E. Lambert........................  Senior Vice President                                     59
Sandra B. Lawrence.....................  Senior Vice President                                     50
</TABLE>

    MR. DICAMILLO is Chief Executive Officer and Chairman of the Board of
Directors of the Company and has been a director since 1995. Prior to joining
the Company in 1995, he was employed at Black & Decker Corporation (a global
marketer and manufacturer of hardware and related products for consumer and
commercial applications). 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. LUEDERS joined the Company in 1979 and has held a number of finance
positions in almost every part of the Company's operations. Most recently,
Mr. Lueders served as Vice President and Controller until December 2000, when he
became Vice President and Treasurer. In January 2001, Mr. Lueders was appointed
to Vice President and Acting Chief Financial Officer.

    MR. SHIERS came to the Company from a global communications company based in
Australia in 1997 and had previously held executive roles at Motorola, Inc. and
Unisys Corporation. Mr. Shiers joined the Company as Vice President, Asia
Pacific Region and was appointed to Senior Vice President, primarily responsible
for sales and marketing outside of North America in November 1999. Mr. Shiers
was promoted to his current position, Executive Vice President, Worldwide Sales
and Marketing in October 2000.

    MR. GOLDMAN joined the Company as Vice President and Deputy General Counsel
in 1997. Prior to joining the Company, he served as Vice President, General
Counsel and Secretary of Nets Inc. (an e-commerce Internet company).
Mr. Goldman was appointed Vice President of the Law Department in February 1999
and Vice President, General Counsel and Secretary in September 1999.
Mr. Goldman was promoted to his current position, Senior Vice President, General
Counsel and Secretary in July 2000.

    MR. GREENBERG joined the Company in 1970 and has held a number of positions
in human resources, applied research and manufacturing. Mr. Greenberg was
appointed to Vice President, Human Resources in September 1999 and to his
current position, Senior Vice President, Human Resources in January 2001.

    MR. JENKINS joined the Company in 1972 and has served in various capacities
including manufacturing, logistics, finance, advertising, international
operations and human resources. Mr. Jenkins was appointed to Vice President in
1996 and to his present position of Senior Vice President, Worldwide
Manufacturing and Logistics in June 1999.

    MR. LAMBERT joined the Company in 1970 and has served in various capacities.
He was promoted to Vice President, Coating Strategy and Technology in 1995, Vice
President, Chemical Operations and Coating in

                                       15
<PAGE>
1996 and Vice President, Corporate Research and Development in 1997.
Mr. Lambert was appointed to his current position, Senior Vice President,
Corporate Research and Development in June 1999.

    MS. LAWRENCE came to the Company in 1991 from The Gillette Company where she
served as Vice President--New Products and Business Development. Ms. Lawrence
joined the Company as Vice President, Strategic Marketing and was appointed to
her current position, Senior Vice President, Worldwide Marketing, in
August 1999.

c)  COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
    1934--FORM 3 AND 4 REPORTING OBLIGATION--See the section entitled
    "Compliance with Section 16(a) of the Securities Exchange Act of
    1934--Form 3 and 4 Reporting Obligation" on page 23 of the Proxy Statement,
    which page is incorporated by reference.

ITEM 11.  EXECUTIVE COMPENSATION

    See the section entitled "Executive Compensation" on pages 17 to 25 of the
Proxy Statement, which pages are incorporated by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    See the section entitled "Beneficial Ownership of Shares" on pages 7 and 8
and the section entitled "Election of Directors" on pages 4 to 6 of the Proxy
Statement, which pages are incorporated by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    See the section entitled "Election of Directors" on pages 4 to 6 of the
Proxy Statement, which pages are incorporated by reference and the section
entitled "Arrangements with Management" on page 25 of the Proxy Statement, which
page is incorporated by reference.

                                       16
<PAGE>
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
                                                              PAGE NO.
                                                              --------
<S>                                                           <C>
A) 1. FINANCIAL STATEMENTS
  Independent Auditors' Report..............................      25*
  Consolidated Statement of Earnings for the years ended
    December 31, 1998, 1999 and 2000........................      26*
  Consolidated Balance Sheet as of December 31, 1999 and
    2000....................................................      27*
  Consolidated Statement of Cash Flows for the years ended
    December 31, 1998, 1999 and 2000........................      28*
  Consolidated Statement of Changes in Common Stockholders'
    Equity for the years ended December 31, 1998, 1999 and
    2000....................................................      29*
  Notes to Consolidated Financial Statements................   30-43*
  Supplementary Financial Information (Unaudited)...........   43-45*

A) 2. FINANCIAL STATEMENT SCHEDULE
  Independent Auditors' Report..............................        i
  Schedule II--Valuation and Qualifying Accounts............       ii
</TABLE>

    All other Financial Statement 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 be reference, the
    Annual Report is not to be deemed filed as part of this report.

A) 3. EXHIBITS

<TABLE>
<CAPTION>
                                                      DESCRIPTION
                                                      -----------
<C>                           <S>

          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's Form 10-K for the year ended December 31,
                              1988, 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's Form 10-Q for the
                              quarter ended June 28, 1987, are hereby incorporated herein
                              by reference).

          3.1(c)              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's Form 10-Q for the
                              quarter ended July 2, 1989, is hereby incorporated herein by
                              reference).

          3.1(d)              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's Form 10-K for the year ended December 31,
                              1991, is hereby incorporated herein by reference).
</TABLE>

                                       17
<PAGE>
<TABLE>
<C>                           <S>
          3.1(e)              Amendment to Polaroid Corporation Restated Certificate of
                              Incorporation as of May 14, 1985. (The Amendment to the
                              Restated Certificate of Incorporation, included as Exhibit 3
                              to Polaroid Corporation's 10-Q for the quarter ended March
                              29, 1999, is hereby incorporated 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's Form 10-K
                              for the year ended December 31, 1993, are hereby
                              incorporated herein by reference).

          4.1                 Rights Agreement dated as of July 1, 2000, between Polaroid
                              Corporation and Fleet National Bank, as Rights Agent. (The
                              Rights Agreement, included as Exhibit 1 to Polaroid
                              Corporation's Form 8-A as filed on June 29, 2000, is hereby
                              incorporated herein by reference).

          4.2                 Indenture dated as of January 9, 1997, between Polaroid
                              Corporation and State Street Bank and Trust Company, as
                              Trustee, including form of Note. (The Indenture, included as
                              Exhibit 4 to Polaroid Corporation's Form 10-Q for the
                              quarter ended March 30, 1997, is hereby incorporated herein
                              by reference).

          4.3                 Supplemental Indenture dated as of February 17, 1999,
                              between Polaroid Corporation and State Street Bank and Trust
                              Company, as Trustee. (The Supplemental Indenture, included
                              as Exhibit 4.2 to Polaroid Corporation's Current Report on
                              Form 8-K filed on February 17, 1999, is hereby incorporated
                              herein by reference).

          4.4                 Form of Global Notes representing the 11 1/2% Notes due
                              2006. (The Form of Global Notes representing the 11 1/2%
                              Notes, included as Exhibit 4.3 to Polaroid Corporation's
                              Current Report on Form 8-K filed on February 17, 1999, is
                              hereby incorporated herein by reference).

         10.1                 $350,000,000 Amended and Restated Credit Agreement dated as
                              of December 11, 1998, among Polaroid Corporation, Morgan
                              Guaranty Trust Company of New York, as agent, and the Banks
                              listed therein. (The Amended and Restated Credit Agreement,
                              included as Exhibit 10.1 to Polaroid Corporation's Current
                              Report on Form 8-K filed on January 21, 1999, is hereby
                              incorporated herein by reference).

         10.2                 Amendment No. 1 dated as of March 31, 1999, to the Amended
                              and Restated Credit Agreement (Amendment No. 1, included as
                              Exhibit 10 to Polaroid Corporation's Form 10-Q for the
                              quarter ended March 28, 1999, is hereby incorporated by
                              reference).

         10.3                 Amendment No. 2 dated as of September 10, 1999, to the
                              Amended and Restated Credit Agreement (Amendment No. 2,
                              included as Exhibit 10.1 to Polaroid Corporation's Form 10-Q
                              for the quarter ended September 26, 1999, is hereby
                              incorporated by reference).

         10.4                 Amendment No. 3 dated as of November 10, 1999, to the
                              Amended and Restated Credit Agreement. (Amendment No. 3,
                              included as Exhibit 10.4 to Polaroid Corporation's Form 10-K
                              for the year ended December 31, 1999, is hereby incorporated
                              by reference).

         10.5(*)              Amendment No. 4 to and Waiver No. 1 effective as of February
                              16, 2001, to the Amended and Restated Credit Agreement.

         10.6(*)              Amended and Restated Security Agreement dated as of
                              March 21, 2001, among Polaroid Corporation and Morgan
                              Guaranty Trust Company of New York, as collateral agent.

         10.7(*)              Mortgage, Assignment of Leases and Rents, Security Agreement
                              and Fixture Filing dated as of March 28, 2001, from Polaroid
                              Corporation, the mortgagor and Morgan Guaranty Trust Company
                              of New York, as collateral agent and the mortgagee.
</TABLE>

                                       18
<PAGE>
<TABLE>
<C>                           <S>
         10.8                 72.5 million euros Loan Agreement dated as of August 3,
                              1999, between Polaroid (U.K.) Limited (a wholly owned
                              subsidiary of Polaroid Corporation) as borrower; Polaroid
                              Corporation as guarantor and Duetsche Bank AG, Amstedam as
                              agent, Duetsche Bank Securities and ABN AMRO BANK NV as
                              co-arrangers and ABNAMERO BANK NV. (The euros Loan
                              Agreement, included as Exhibit 10.2 to Polaroid
                              Corporation's Form 10-Q for the quarter ended September 26,
                              1999, is hereby incorporated by reference).

         10.9(*)              Amendment and Waiver Agreement effective as of February 16,
                              2001, to the euros Loan Agreement.

        10.10(**)             Polaroid Incentive Plan for Executives, effective January 1,
                              1998. (The Plan, included as Exhibit 10.2 to Polaroid
                              Corporation's Form 10-K for the year ended December 31,
                              1998, is hereby incorporated herein by reference).

        10.11(**)             Polaroid Executive Equalization Retirement Plan, effective
                              January 1, 1984, as amended December 21, 1994. (The Plan,
                              included as Exhibit 10.8 to Polaroid Corporation's Form 10-K
                              for the year ended December 31, 1994, is hereby incorporated
                              herein by reference).

        10.12(**)             Polaroid Stock Incentive Plan, effective January 1, 1992, as
                              amended October 19, 1992. (The Plan, included as Exhibit
                              10.10 to Polaroid Corporation's Form 10-K for the year ended
                              December 31, 1992, is hereby incorporated herein by
                              reference).

        10.13(**)             The 1993 Polaroid Stock Incentive Plan, effective January 1,
                              1999, as restated and amended March 27, 1997. (The Plan,
                              included as Exhibit 10.9 to Polaroid Corporation's Form 10-K
                              for the year ended December 31, 1999, is hereby incorporated
                              herein by reference).

        10.14(**)             Polaroid Board of Directors Stock Plan, effective January 1,
                              1997. (The Plan, included as Exhibit 10.2 to Polaroid
                              Corporation's Form 10-Q for the quarter ended March 30,
                              1997, is hereby incorporated herein by reference).

        10.15(**)             Polaroid Board of Directors Retirement Plan, effective
                              January 1, 1999 as restated and amended December 20, 1999.
                              (The Plan, included as Exhibit 10.11 to Polaroid
                              Corporation's Form 10-K for the year ended December 31,
                              1999, is hereby incorporated herein by reference).

        10.16(**)             Polaroid Non-Qualified Deferred Compensation Trust dated as
                              of March 31, 1997 between Polaroid Corporation and State
                              Street Bank and Trust Company. (The Trust included as
                              Exhibit 10.6 to Polaroid Corporation's Form 10-Q for the
                              quarter ended March 30, 1997, is hereby incorporated herein
                              by reference).

        10.17(**)             Executive Deferred Compensation Plan dated as of May 12,
                              1997, effective January 1, 1997. (The Plan, included as
                              Exhibit 10.5 to Polaroid Corporation's Form 10-Q for the
                              quarter ended March 30, 1997, is hereby incorporated herein
                              by reference).

        10.18(**)             Employment Agreement, effective January 1, 2000, as amended
                              and restated as of January 25, 2000, between Polaroid
                              Corporation and Gary T. DiCamillo. (The Agreement, included
                              as Exhibit 10.14 to Polaroid Corporation's Form 10-K for the
                              year ended December 31, 1999, is hereby incorporated herein
                              by reference).

        10.19(*)(**)          Change in Control and Severance Agreement dated as of
                              April 25, 1997, between Polaroid Corporation and Carl
                              L. Lueders.

        10.20(*)(**)          Change in Control and Severance Agreement dated as of
                              November 22, 2000, between Polaroid Corporation and Ian J.
                              Shiers.
</TABLE>

                                       19
<PAGE>
<TABLE>
<C>                           <S>
        10.21(*)(**)          Employment Agreement, dated as of March 2, 2001, between
                              Polaroid Corporation and Ian J. Shiers.

        10.22(*)(**)          Promissory Note dated as of December 28, 2000, between
                              Polaroid Corporation and Ian J. Shiers.

        10.23(**)             Change in Control and Severance Agreement dated as of April
                              7, 1999, between Polaroid Corporation and Neal G. Goldman.
                              (The Agreement, included as Exhibit 10.3 to Polaroid
                              Corporation's Form 10-Q for the quarter ended June 27, 1999,
                              is hereby incorporated by reference).

        10.24(**)             Change in Control and Severance Agreement dated as of April
                              7, 1999, between Polaroid Corporation and Harvey M.
                              Greenberg. (The Agreement, included as Exhibit 10.4 to
                              Polaroid Corporation's Form 10-Q for the quarter ended June
                              27, 1999, is hereby incorporated by reference).

        10.25(**)             Change in Control and Severance Agreement dated as of April
                              25, 1997, between Polaroid Corporation and John R. Jenkins.
                              (The Agreement, included as Exhibit 10.1 to Polaroid
                              Corporation's Form 10-Q for the quarter ended June 27, 1999,
                              is hereby incorporated by reference).

        10.26(**)             Change in Control and Severance Agreement dated as of April
                              25, 1997, between Polaroid Corporation and Paul E. Lambert.
                              (The Agreement, included as Exhibit 10.2 to Polaroid
                              Corporation's Form 10-Q for the quarter ended June 27, 1999,
                              is hereby incorporated by reference).

        10.27(**)             Change in Control and Severance Agreement dated as of March
                              9, 2000, between Polaroid Corporation and Sandra B.
                              Lawrence. (The Agreement, included as Exhibit 10.1 to
                              Polaroid Corporation's Form 10-Q for the quarter ended April
                              2, 2000, is hereby incorporated by reference).

           11                 Statement of Computation of Earnings per Share. (the
                              computation of earnings per share is included in Note 1 on
                              page 31 of the Annual Report, which page is incorporated by
                              reference).

           12(*)              Ratio of Earnings to Fixed Charges.

           13(*)              Annual Report to Stockholders for 2000. (The Annual Report
                              to Stockholders for 2000, 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 of Polaroid Corporation.

           23(*)              Consent of KMPG LLP.
</TABLE>

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

(*) Filed herewith.

(**) Director or management contract or compensatory plan or arrangement
    required to be filed as an exhibit to Form 10-K pursuant to Item 14(c).

    Exhibits are not included in copies to 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

    The Company did not file a Current Report on Form 8-K in the fourth quarter
of 2000.

                                       20
<PAGE>
                                   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.

<TABLE>
<S>                                                    <C>  <C>
                                                       POLAROID CORPORATION
                                                       (Registrant)

                                                       By:            /s/ GARY T. DICAMILLO
                                                            -----------------------------------------
                                                                        Gary T. DiCamillo
                                                            CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
                                                                             OFFICER
</TABLE>

    Pursuant to the requirements of the Securities and 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.

<TABLE>
<CAPTION>
                        NAME                                      TITLE                    DATE
                        ----                                      -----                    ----
<C>                                                    <S>                          <C>
                /s/ GARY T. DICAMILLO                  Chairman of the Board and
     -------------------------------------------         Chief Executive Officer      March 13, 2001
                  Gary T. DiCamillo                      and Director

                 /s/ CARL L. LUEDERS
     -------------------------------------------       Vice President and Acting      March 13, 2001
                   Carl L. Lueders                       Chief Financial Officer

             /s/ DONALD M. HALSTED, III
     -------------------------------------------       Vice President and             March 13, 2001
               Donald M. Halsted, III                    Controller

              /s/ STEPHEN A. BERNAZZANI
     -------------------------------------------       Director                       March 13, 2001
                Stephen A. Bernazzani

                 /s/ RALPH E. GOMORY
     -------------------------------------------       Director                       March 13, 2001
                   Ralph E. Gomory

               /s/ STEPHAN P. KAUFMAN
     -------------------------------------------       Director                       March 13, 2001
                 Stephan P. Kaufman

                  /s/ JOHN W. LOOSE
     -------------------------------------------       Director                       March 13, 2001
                    John W. Loose

                /s/ ALBIN F. MOSCHNER
     -------------------------------------------       Director                       March 13, 2001
                  Albin F. Moschner

                   /s/ ALFRED POE
     -------------------------------------------       Director                       March 13, 2001
                     Alfred Poe

                /s/ RALPH Z. SORENSON
     -------------------------------------------       Director                       March 13, 2001
                  Ralph Z. Sorenson
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                        NAME                                      TITLE                    DATE
                        ----                                      -----                    ----
<C>                                                    <S>                          <C>
               /s/ CAROLE F. ST. MARK
     -------------------------------------------       Director                       March 13, 2001
                 Carole F. St. Mark

                /s/ BERNEE D.L. STROM
     -------------------------------------------       Director                       March 13, 2001
                  Bernee D.L. Strom

                 /s/ ALFRED M. ZEIEN
     -------------------------------------------       Director                       March 13, 2001
                   Alfred M. Zeien
</TABLE>
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Polaroid Corporation

    Under the date of January 22, 2001, except as to Note 6, Note 15 and
Paragraph 6 of Note 14 which are as of March 27, 2001, we reported on the
consolidated balance sheets of Polaroid Corporation and subsidiary companies as
of December 31, 2000 and 1999, 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, 2000, as contained in the 2000
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 2000. 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 LLP

Boston, Massachusetts
January 22, 2001, except as to Note 6, Note 15 and Paragraph 6 of Note 14 which
are as of March 27, 2001

                                       i
<PAGE>
                 POLAROID CORPORATION AND SUBSIDIARY COMPANIES

                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                  YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                               ADDITIONS
                                                        -----------------------   DEDUCTIONS
                                           BALANCE AT   CHARGED TO   CHARGED TO    CHARGED     BALANCE AT
                                           BEGINNING    COSTS AND      OTHER          TO         END OF
DESCRIPTION                                OF PERIOD     EXPENSES     ACCOUNTS     RESERVES      PERIOD
-----------                                ----------   ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>          <C>
1998
Doubtful accounts........................     $17.1        $19.3        $  --       $ (3.6)       $32.8
Cash discounts...........................       8.5           --         27.5        (26.8)         9.2
=========================================================================================================
1999
Doubtful accounts........................     $32.8        $10.7        $  --       $(28.8)       $14.7
Cash discounts...........................       9.2           --         30.7        (30.7)         9.2
=========================================================================================================
2000
Doubtful accounts........................     $14.7        $ 4.4        $  --       $ (3.1)       $16.0
Cash discounts...........................       9.2           --         23.7        (25.1)         7.8
=========================================================================================================
</TABLE>

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