U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K/A
(Amendment No. 2)

|(Mark One)                                                                        |                                                                                         
|--------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                                                 | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    
|For the Fiscal Year Ended December 31, 2004                                      
|or                                                                               
|o                                                                                 | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|For the Period
From                             to           
                  .

Commission File Number: 000-50661

---

POLAROID HOLDING COMPANY(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                             |  | 22-3856538(I.R.S. employer identification number)
|-------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|1265 Main Street
Waltham, Massachusetts 02451(Address of principal executive offices and zip code)
|(781) 386-2000(Registrant's telephone number, including area code)                                

---

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

---

Securities
registered pursuant to Section 12(g) of the Act:Common Stock, par value $.001 per share

---

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES ý    NO o

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 Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act.) YES ý    NO o

As of March 7, 2005, the number of outstanding shares of the Registrant's Common Stock was 34,956,069. The information in this report gives effect to a
10-for-1 stock split that occurred on July 24, 2003.

In
reliance on Rule 12b-21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Annual Report on Form 10-K does not include
financial information of Primary PDC, Inc. for periods prior to January 1, 2002 as required by Form 10-K.



---





EXPLANATORY STATEMENT

In November 2004, the Securities and Exchange Commission ("SEC") issued Exemptive Order Number 34-50754 providing certain companies with an
extension of up to 45 days for the filing of management's report on the company's internal controls over financial reporting and the required attestation on those controls from the company's
independent registered public accounting firm. Polaroid Holding Company (the "Company") elected to utilize a portion of this extension period. Therefore, the Company hereby amends its Annual Report on
Form 10-K, filed on March 16, 2005 and subsequently amended on March 29, 2005, to include Management's Report on Internal Control Over Financial Reporting and the
Report of the Company's Independent Registered Public Accounting Firm required in Item 9A, "Controls and Procedures" of Form 10-K.

Except
as noted above, no other amendments to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 are being made. This
Amendment to the Company's Annual Report on Form 10-K speaks as of the original filing date of the Company's Annual Report on Form 10-K and has not been updated
to reflect events occurring subsequent to the original filing date. For subsequent events, refer to the Company's subsequent periodic filings.

2

---



Item 9A. Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures

The Company's management conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures under the
supervision of the Chief Executive Officer and the Chief Financial Officer. Based on the Company's evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of
December 31, 2004, the Company's disclosure controls and procedures provided reasonable assurance that the material information required to be included in the Company's reports filed with the
SEC is recorded, processed, summarized and reported within the time periods specified in the relevant SEC rules and forms. There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and
procedures can only provide reasonable assurance of achieving their control objectives.

(b)    Changes in Internal Control over Financial Reporting

There has been no change in the Company's internal control over financial reporting during the Company's fiscal year ended December 31, 2004 that has
materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

(c)    Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the
company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America and
includes those policies and procedures that:



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The
Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2004. In making this assessment, the Company's
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

3

---



Based
on its assessment, management believes that, as of December 31, 2004, the Company's internal control over financial reporting was effective based on the criteria set forth
in Internal ControlIntegrated Framework issued by COSO.

The
Company's independent registered public accounting firm has issued an attestation report which appears below on the Company's assessment of its internal control over financial
reporting.

(d)    Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

The
Board of Directors and Stockholders
Polaroid Holding Company and Subsidiary Companies:

We
have audited management's assessment, included in the accompanyingManagement's Report on Internal Control over Financial Reporting (Item
9A(c)),that Polaroid Holding Company and Subsidiary Companies maintained effective internal control over financial reporting as of December 31, 2004, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Polaroid Holding Company and Subsidiary Companies'
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of Polaroid Holding Company and Subsidiary Companies' internal control over financial reporting
based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, management's assessment that Polaroid Holding Company and Subsidiary Companies maintained effective internal control over financial reporting as of December 31,
2004, is fairly stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Also, in our opinion, Polaroid Holding Company and Subsidiary Companies maintained, in all material

4

---



respects,
effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Polaroid Holding Company and
Subsidiary Companies as of December 31, 2004 and 2003, and the related consolidated statements of earnings, cash flows and changes in stockholders' equity, for the years December 31,
2004, and December 2003 and the period from Inception (see Note 1 to the consolidated financial statements) to December 31, 2002. We have also audited the consolidated statement
of earnings, cash flows and changes in stockholders' equity for Primary PDC, Inc. (formerly named Polaroid Corporation) and Subsidiary Companies (the "Predecessor") for the period from
January 1 through July 31, 2002 and our report dated March 11, 2005 expressed an unqualified opinion on those consolidated financial statements.

/s/
KPMG LLP

Boston,
MA
April 26, 2005

5

---





PART IV

Item 15. Exhibits and Financial Statement Schedules

The following are filed as part of this Report:



|Exhibit No. |  | Description                                                                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Agreement and Plan of Merger dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC and Polaroid Holding Company(1)                                                                                      
|2.2         |  | Amendment No. 1, dated as of March 9, 2005, to the Agreement and Plan of Merger dated as of January 7, 2005, by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC and Polaroid Holding Company(6)                                  
|3.1         |  | Restated Certificate of Incorporation of Polaroid Holding Company, dated as of February 6, 2004(2)                                                                                                                                                    
|3.2         |  | Amended and Restated Bylaws of Polaroid Holding Company as of May 21, 2003(2)                                                                                                                                                                         
|4.1         |  | Article Fourth, Section A(2), Series A 8% Cumulative Compounding Preferred Stock in Restated Certificate of Incorporation(2)                                                                                                                          
|4.2         |  | Amended and Restated Registration Rights Agreement by and among Polaroid Holding Company, One Equity Partners, LLC and "Other Investors" dated as of February 5, 2003(2)                                                                              
|10.1(a)     |  | Management Agreement between One Equity Partners LLC and OEP Imaging Operating Corporation, dated as of July 31, 2002(2)                                                                                                                              
|10.1(b)*    |  | Form of Restricted Stock Purchase Agreement by and among Polaroid Holding Company and The Management Investors(2)                                                                                                                                     
|10.1(c)*    |  | Polaroid Holding Company 2004 Stock Option Plan(2)                                                                                                                                                                                                    
|10.1(d)*    |  | Form of Polaroid Holding Company Bonus Agreement(2)                                                                                                                                                                                                   
|10.1(e)     |  | Amended and Restated Securities Holders Agreement dated as of February 5, 2003, by and among Polaroid Holding Company, One Equity Partners LLC and The Other Investors(2)                                                                             
|10.1(f)     |  | Amendment No. 1, dated as of January 7, 2005, to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company, One Equity Partners LLC and the Other Management Investors Named Therein dated as of
February 5, 2003(3)
|10.1(g)*    |  | Letter Agreement, dated July 23, 2004, between Polaroid Corporation and Ira H. Parker regarding a modification to an option grant award(7)                                                                                                            
|            |  |                                                                                                                                                                                                                                                       

6

---



|10.2     |  | $100,000,000 Credit Agreement dated as of July 29, 2002 among OEP Imaging Corporation (to be renamed Polaroid Holding Company) as the Company, and OEP Imaging Operating Corporation (to be renamed Polaroid Corporation), Polaroid Contracting C.V.,
Polaroid (Europa) B.V., Polaroid Trading B.V., Polaroid Canada Inc., Polaroid GmbH, Polaroid (U.K.) Limited, Polaroid Far East Limited and Nippon Polaroid K. K. as Borrowers, and The Lenders and Issuers Party Hereto, and Citicorp USA,
 Inc. as Domestic Administrative Agent and Domestic Collateral Agent, and Bank of America, N.A. as Foreign Administrative Agent and Foreign Collateral Agent, and Citicorp USA, Inc. as Foreign Syndication Agent, and Bank of America, N.A. as
Domestic Syndication Agent(2)
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2(a)  |  | Fifth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, dated August 5, 2003(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2(b)  |  | Sixth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, dated November 14, 2003(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.2(c)  |  | Seventh Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, effective September 24, 2004(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2(d)  |  | Eighth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, effective December 8, 2004(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3(a)* |  | Employment Agreement, effective May 30, 2003, between Polaroid Holding Company and Polaroid Corporation and John Michael Pocock(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.3(b)* |  | Amendment dated August 7, 2003, to Employment Agreement dated May 30, 2003, by and among Polaroid Holding Company, Polaroid Corporation and John Michael Pocock(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.3(c)* |  | Employment Agreement, effective July 31, 2002, between Polaroid Corporation and William L. Flaherty(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3(d)* |  | Employment Agreement, effective May 27, 2003, between Polaroid Corporation and Robert B. Gregerson(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.3(e)* |  | Employment Agreement, dated April 9, 2004, between Polaroid (Italia) S.p.A. and Gianfranco Palma(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.3(f)* |  | Temporary Assignment Agreement, effective April 2, 2002, between Polaroid (Italia) S.p.A. and Gianfranco Palma(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.3(g)* |  | Employment Agreement, effective February 23, 2004, between Polaroid Corporation and Ira H. Parker(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.3(h)* |  | Employment Agreement, dated May 6, 2003, between Polaroid Corporation and Mark H. Payne(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3(i)* |  | Restated Enhanced Severance Agreement, dated December 20, 2005 and entered into by Polaroid Corporation with Robert B. Gregerson on January 3, 2005(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3(j)* |  | Restated Enhanced Severance Agreement, dated December 20, 2005 and entered into by Polaroid Corporation with Ira H. Parker on January 3, 2005(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.4(a)  |  | Escrow Agreement dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC, Polaroid Holding Company and Wells Fargo Bank, N.A.(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

7

---



|10.4(b) |  | Escrow Agreement dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC, Polaroid Holding Company and Wells Fargo Bank, N.A.(1)
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14      |  | Code of Ethics and Business Conduct, effective September 1, 2003(2)                                                                                                         
|21      |  | Subsidiaries of Registrant(7)                                                                                                                                               
|31.1    |  | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                            
|31.2    |  | Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                             
|32      |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)                                                   

---

8

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to the Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     |  | POLAROID HOLDING COMPANY
|-------------------- |  | ------------------------
|Date: April 26, 2005 |  |                         
|                     |  | By:                     

9

---



QuickLinks