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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSION

Washington, D.C.20549

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FORM10-Q

(MarkOne)

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|--------|------------------------------------------------------------------------------------------|
|   | **QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF1934** |

|        |                                                      |
|--------|------------------------------------------------------|
|   | **Forthe quarterly period ended September 30, 2005** |

OR

|        |                                                                                            |
|--------|--------------------------------------------------------------------------------------------|
|   | **TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934** |

For the transition period from          to                                        

Commission file number:001-12391

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PANAVISIONINC.

(Exact name ofRegistrant as specified in itscharter)

|                                                              |  |                                     |       |        |  |  |
|--------------------------------------------------------------|--|-------------------------------------|-------|--------|--|--|
| Delaware                                                     |  | 13-3593063                          |
| (Stateor other jurisdiction of incorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
| **6219De Soto Avenue****Woodland Hills,California**          |  |                                | 91367 |   |
| (Addressof principal executiveoffices)                       |  | (Zipcode)                           |
|                                                              |

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Registrant'stelephone number including area code: (818)316-1000

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**Indicate by checkmark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.     Yes****        No**

**Indicate bycheckmark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Securities Exchange Act of 1934).     Yes****        No**

**Indicate bycheckmark whether the registrant is a shell company (as defined in Rule12b-2 of the Securities Exchange Act of 1934).     Yes****        No**

APPLICABLEONLY TO CORPORATE ISSUERS:

**Indicate the number ofshares outstanding of each of the Issuer’s classes of commonstock, as of the latest practicable date.**

As of November 10,2005, there were 39,380,729 shares of Panavision Inc. Common Stock, parvalue $0.01 per share,outstanding.

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PANAVISIONINC.

INDEX TO QUARTERLY REPORT ON FORM10-Q FOR THE QUARTER ENDED SEPTEMBER 30,2005 

|             |  |                                                                                           |    |        |        |        |  |  |  |  |
|-------------|--|-------------------------------------------------------------------------------------------|----|--------|--------|--------|--|--|--|--|
| **PartI.**  |  | **FinancialInformation**                                                                  |    |   |   |   |
| Item1.      |  | FinancialStatements                                                                       |    |   |   |   |
|        |  | Condensed ConsolidatedStatements ofOperations                                             |    |   | 3      |   |
|        |  | Condensed ConsolidatedBalance Sheets                                                      |    |   | 4      |   |
|        |  | CondensedConsolidated Statements of CashFlows                                             |    |   | 5      |   |
|        |  | Notes to CondensedConsolidated FinancialStatements                                        |    |   | 7      |   |
| Item2.      |  | Management’s Discussion and Analysis of FinancialCondition and Results ofOperations |    |   | 16     |   |
| Item3.      |  | Quantitative and Qualitative Disclosures About MarketRisk                                 |    |   | 31     |   |
| Item 4.     |  | Controls andProcedures                                                                    |    |   | 31     |   |
| **PartII.** |  | **OtherInformation**                                                                      |    |   |   |   |
| Item 1.     |  | LegalProceedings                                                                          |    |   | 32     |   |
| Item 2.     |  | UnregisteredSales of Equity Securities and Use ofProceeds                                 |    |   | 32     |   |
| Item 3.     |  | Defaults UponSenior Securities                                                            |    |   | 32     |   |
| Item4.      |  | Submission of Matters to a Vote of SecurityHolders                                        |    |   | 32     |   |
| Item 5.     |  | OtherInformation                                                                          |    |   | 32     |   |
| Item 6.     |  | Exhibits                                                                                  |    |   | 32     |   |
| SIGNATURES. |  |                                                                                      | 35 |   |
|             |

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PART I — FINANCIALINFORMATION

Item 1.    Financial Statements

Thefinancial information herein and management's discussion thereofinclude consolidated data for Panavision Inc.("Registrant" or"Panavision") and its subsidiaries.Registrant and its subsidiaries are sometimes herein referred tocollectively as the "Company".

PANAVISION INC. CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS (Unaudited) (In thousands, except per shareamounts)

|                                                                                       |  |                                         |         |                                      |  |        |        |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------|--|-----------------------------------------|---------|--------------------------------------|--|--------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                  |  | Forthe Three Months Ended September 30, |         | For the NineMonthsEnded September30, |
|                                                                                  |  | 2005                                    |         | 2004                                 |  | 2005   |        | 2004    |
| Camerarental                                                                          |  | $                                       | 41,760  |                                 |  | $      | 33,552 |    |  | $      | 106,784 |    |  | $      | 91,653  |    |
| Lightingrental                                                                        |  |                                    | 12,997  |                                 |  |   | 10,711 |    |  |   | 34,282  |    |  |   | 29,781  |    |
| Salesandother                                                                         |  |                                    | 9,535   |                                 |  |   | 9,691  |    |  |   | 31,183  |    |  |   | 28,352  |    |
| Totalrental revenue andsales                                                          |  |                                    | 64,292  |                                 |  |   | 53,954 |    |  |   | 172,249 |    |  |   | 149,786 |    |
| Costof camerarental                                                                   |  |                                    | 20,277  |                                 |  |   | 16,951 |    |  |   | 59,049  |    |  |   | 47,951  |    |
| Costof lightingrental                                                                 |  |                                    | 9,453   |                                 |  |   | 8,536  |    |  |   | 25,849  |    |  |   | 25,140  |    |
| Costof sales andother                                                                 |  |                                    | 5,130   |                                 |  |   | 5,832  |    |  |   | 18,049  |    |  |   | 16,733  |    |
| Grossmargin                                                                           |  |                                    | 29,432  |                                 |  |   | 22,635 |    |  |   | 69,302  |    |  |   | 59,962  |    |
| Selling,general and administrativeexpenses                                            |  |                                    | 18,116  |                                 |  |   | 16,799 |    |  |   | 58,505  |    |  |   | 52,290  |    |
| Researchand developmentexpenses                                                       |  |                                    | 1,367   |                                 |  |   | 1,237  |    |  |   | 4,289   |    |  |   | 3,999   |    |
| Operatingincome                                                                       |  |                                    | 9,949   |                                 |  |   | 4,599  |    |  |   | 6,508   |    |  |   | 3,673   |    |
| Interestincome                                                                        |  |                                    | 87      |                                 |  |   | 31     |    |  |   | 272     |    |  |   | 241     |    |
| Interestexpense                                                                       |  |                                    | (9,217  | )                               |  |   | (8,013 | )  |  |   | (26,484 | )  |  |   | (23,788 | )  |
| Foreignexchangeloss                                                                   |  |                                    | (455    | )                               |  |   | (562   | )  |  |   | (1,551  | )  |  |   | (77     | )  |
| Refinancingexpense                                                                    |  |                                    | — |                                 |  |   | (55    | )  |  |   | (154    | )  |  |   | (6,525  | )  |
| Otherincome,net                                                                       |  |                                    | 794     |                                 |  |   | 1,777  |    |  |   | 1,493   |    |  |   | 3,640   |    |
| Income(loss) from continuing operations before incometaxes                            |  |                                    | 1,158   |                                 |  |   | (2,223 | )  |  |   | (19,916 | )  |  |   | (22,836 | )  |
| Incometax (provision)benefit                                                          |  |                                    | (1,465  | )                               |  |   | 7,093  |    |  |   | (3,438  | )  |  |   | 5,427   |    |
| Netincome (loss) from continuingoperations                                            |  |                                    | (307    | )                               |  |   | 4,870  |    |  |   | (23,354 | )  |  |   | (17,409 | )  |
| Discontinuedoperations:                                                               |  |                                    |    |                                 |  |   |   |    |  |   |    |    |  |   |    |    |
| Gainon disposal of EFILM (net of income tax provision of$6,697)                       |  |                                    | — |                                 |  |   | 10,432 |    |  |   | — |    |  |   | 10,432  |    |
| Income(loss) from EFILM (net of income tax provision of $376 (quarter) and$460(year)) |  |                                    | — |                                 |  |   | (48    | )  |  |   | — |    |  |   | 717     |    |
| Netincome from discontinuedoperations                                                 |  |                                    | — |                                 |  |   | 10,384 |    |  |   | — |    |  |   | 11,149  |    |
| Netincome(loss)                                                                       |  | $                                       | (307    | )                               |  | $      | 15,254 |    |  | $      | (23,354 | )  |  | $      | (6,260  | )  |
| Netloss from continuing operations attributable to commonstockholders                 |  | $                                       | (307    | )                               |  | $      | (761   | )  |  | $      | (23,354 | )  |  | $      | (33,784 | )  |
| Netloss from continuing operations per share – basic anddiluted                 |  | $                                       | (0.01   | )                               |  | $      | (0.09  | )  |  | $      | (0.59   | )  |  | $      | (3.85   | )  |
| Netincome (loss) per share – basic anddiluted                                   |  | $                                       | (0.01   | )                               |  | $      | 1.10   |    |  | $      | (0.59   | )  |  | $      | (2.58   | )  |
| Sharesused in computation – basic anddiluted                                    |  |                                    | 39,381  |                                 |  |   | 8,770  |    |  |   | 39,381  |    |  |   | 8,770   |    |
|                                                                                       |

Seeaccompanying notes.

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PANAVISION INC. CONDENSEDCONSOLIDATED BALANCE SHEETS(In thousands, except sharedata)

|                                                                                                                                                |  |                   |          |                  |  |        |          |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------------|----------|------------------|--|--------|----------|---------|--|--|
|                                                                                                                                           |  | September30, 2005 |          | December 31,2004 |
| ASSETS                                                                                                                                         |  | (Unaudited)       |          | (Note1)          |
| Currentassets:                                                                                                                                 |  |              |     |             |  |   |     |    |
| Cash and cashequivalents                                                                                                                       |  | $                 | 3,032    |             |  | $      | 6,593    |    |
| Accountsreceivable (net of allowance of $1,650 in 2005 and $1,618 in2004)                                                                      |  |              | 39,599   |             |  |   | 28,897   |    |
| Inventories                                                                                                                                    |  |              | 15,074   |             |  |   | 14,926   |    |
| Prepaidexpenses                                                                                                                                |  |              | 4,024    |             |  |   | 3,912    |    |
| Notereceivable                                                                                                                                 |  |              | 854      |             |  |   | 826      |    |
| Due fromrelated parties                                                                                                                        |  |              | 110      |             |  |   | 106      |    |
| Othercurrentassets                                                                                                                             |  |              | 1,841    |             |  |   | 2,081    |    |
| Totalcurrentassets                                                                                                                             |  |              | 64,534   |             |  |   | 57,341   |    |
| Property, plantand equipment,net                                                                                                               |  |              | 220,696  |             |  |   | 230,795  |    |
| Goodwill,net                                                                                                                                   |  |              | 259,909  |             |  |   | 259,909  |    |
| Patents andtrademarks, net                                                                                                                     |  |              | 66,158   |             |  |   | 66,266   |    |
| Otherassets                                                                                                                                    |  |              | 5,528    |             |  |   | 6,349    |    |
| Totalassets                                                                                                                                    |  | $                 | 616,825  |             |  | $      | 620,660  |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY**                                                                                                         |  |              |     |             |  |   |     |    |
| Currentliabilities:                                                                                                                            |  |              |     |             |  |   |     |    |
| Accountspayable                                                                                                                                |  | $                 | 12,531   |             |  | $      | 8,634    |    |
| Accruedliabilities                                                                                                                             |  |              | 29,462   |             |  |   | 28,117   |    |
| Currentmaturities of long-termdebt                                                                                                             |  |              | 81,926   |             |  |   | 9,557    |    |
| Due toaffiliates                                                                                                                               |  |              | 1,696    |             |  |   | 2        |    |
| Totalcurrentliabilities                                                                                                                        |  |              | 125,615  |             |  |   | 46,310   |    |
| Long-termdebt                                                                                                                                  |  |              | 218,835  |             |  |   | 290,740  |    |
| Note payable toaffiliate                                                                                                                       |  |              | 23,654   |             |  |   | 9,154    |    |
| Deferred taxliabilities, net                                                                                                                   |  |              | 27,423   |             |  |   | 28,201   |    |
| Otherliabilities                                                                                                                               |  |              | 3,194    |             |  |   | 3,323    |    |
| Commitmentsandcontingencies                                                                                                                    |  |              |     |             |  |   |     |    |
| Stockholders'equity:                                                                                                                           |  |              |     |             |  |   |     |    |
| Common stock, $0.01par value; 50,000,000 shares authorized; 39,380,729 shares issued andoutstanding at September 30, 2005 and December 31,2004 |  |              | 394      |             |  |   | 394      |    |
| Additionalpaid-incapital                                                                                                                       |  |              | 374,780  |             |  |   | 374,780  |    |
| Revaluationcapital                                                                                                                             |  |              | 333,199  |             |  |   | 333,199  |    |
| Accumulateddeficit                                                                                                                             |  |              | (495,304 | )           |  |   | (471,950 | )  |
| Accumulatedother comprehensiveincome                                                                                                           |  |              | 5,035    |             |  |   | 6,509    |    |
| Totalstockholders'equity                                                                                                                       |  |              | 218,104  |             |  |   | 242,932  |    |
| Totalliabilities and stockholders'equity                                                                                                       |  | $                 | 616,825  |             |  | $      | 620,660  |    |
|                                                                                                                                                |

Seeaccompanying notes.

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PANAVISION INC. CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) (Inthousands)

|                                                                          |  |                              |         |         |  |        |          |         |  |  |
|--------------------------------------------------------------------------|--|------------------------------|---------|---------|--|--------|----------|---------|--|--|
|                                                                     |  | NineMonths EndedSeptember30, |
|                                                                     |  | 2005                         |         | 2004    |
| **Operatingactivities**                                                  |  |                         |    |    |  |   |     |    |
| Net loss fromcontinuingoperations                                        |  | $                            | (23,354 | )  |  | $      | (17,409  | )  |
| Adjustmentsto derive net cash provided by (used in) operatingactivities: |  |                         |    |    |  |   |     |    |
| Depreciationandamortization                                              |  |                         | 33,154  |    |  |   | 29,811   |    |
| Write-offof deferred financingcosts                                      |  |                         | — |    |  |   | 3,436    |    |
| Gain ondispositions of property andequipment                             |  |                         | (1,149  | )  |  |   | (2,708   | )  |
| Amortizationof deferred financingcosts                                   |  |                         | 929     |    |  |   | 812      |    |
| Dividendsreceived from equityinvestments                                 |  |                         | — |    |  |   | 1,112    |    |
| Deferredincome taxbenefit                                                |  |                         | — |    |  |   | (6,069   | )  |
| Changesin operating assets andliabilities:                               |  |                         |    |    |  |   |     |    |
| Accountsreceivable                                                       |  |                         | (10,702 | )  |  |   | (3,400   | )  |
| Inventories                                                              |  |                         | (148    | )  |  |   | (2,516   | )  |
| Prepaidexpenses and other currentassets                                  |  |                         | 100     |    |  |   | (1,933   | )  |
| Accountspayable                                                          |  |                         | 2,537   |    |  |   | 3,071    |    |
| Accruedliabilities                                                       |  |                         | 1,345   |    |  |   | (337     | )  |
| Duefrom relatedparties                                                   |  |                         | (4      | )  |  |   | (1       | )  |
| Due torelatedparties                                                     |  |                         | — |    |  |   | (711     | )  |
| Other,net                                                                |  |                         | 1,109   |    |  |   | (2,349   | )  |
| Netcash provided by operatingactivities                                  |  |                         | 5,511   |    |  |   | 809      |    |
| **Investingactivities**                                                  |  |                         |    |    |  |   |     |    |
| Capitalexpenditures                                                      |  |                         | (21,310 | )  |  |   | (18,766  | )  |
| Netproceeds from sale ofEFILM                                            |  |                         | — |    |  |   | 25,300   |    |
| Net change inrestrictedcash                                              |  |                         | — |    |  |   | (10,889  | )  |
| Proceeds fromcollection of notesreceivable                               |  |                         | — |    |  |   | 3,729    |    |
| Acquisitionsofbusinesses                                                 |  |                         | — |    |  |   | (7,782   | )  |
| Proceedsfrom dispositions of fixedassets                                 |  |                         | 1,936   |    |  |   | 3,601    |    |
| Netcash used in investingactivities                                      |  |                         | (19,374 | )  |  |   | (4,807   | )  |
| **Financingactivities**                                                  |  |                         |    |    |  |   |     |    |
| Borrowings underAmended and Restated CreditAgreement                     |  |                         | — |    |  |   | 135,600  |    |
| Proceedsfrom issuance of SeniorNotes                                     |  |                         | — |    |  |   | 100,000  |    |
| Borrowingsunder note payable toaffiliate                                 |  |                         | 14,500  |    |  |   | 7,995    |    |
| Proceeds fromlong-termborrowings                                         |  |                         | 5,483   |    |  |   | —  |    |
| Repaymentsof long-termdebt                                               |  |                         | (8,833  | )  |  |   | (262,318 | )  |
| Deferredfinancingcosts                                                   |  |                         | (562    | )  |  |   | (1,538   | )  |
| Capitalcontribution, net of transactioncosts                             |  |                         | — |    |  |   | 22,730   |    |
| Netcash provided by financingactivities                                  |  |                         | 10,588  |    |  |   | 2,469    |    |
| Effect ofexchange rate changes oncash                                    |  |                         | (286    | )  |  |   | (78      | )  |
| Netdecrease in cash and cashequivalents                                  |  |                         | (3,561  | )  |  |   | (1,607   | )  |
| Cash andcash equivalents at beginning ofperiod                           |  |                         | 6,593   |    |  |   | 6,770    |    |
| Cashand cash equivalents at end ofperiod                                 |  | $                            | 3,032   |    |  | $      | 5,163    |    |
|                                                                          |

Seeaccompanying notes.

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PANAVISION INC. CONDENSEDCONSOLIDATED STATEMENTS OF CASHFLOWS(Unaudited)

|                                                     |  |                              |        |        |  |        |        |        |  |  |
|-----------------------------------------------------|--|------------------------------|--------|--------|--|--------|--------|--------|--|--|
|                                                |  | NineMonths EndedSeptember30, |
|                                                |  | 2005                         |        | 2004   |
| **Supplementalcash flow information** (inthousands) |  |                         |   |   |  |   |   |   |
| Interest paid duringtheperiod                       |  | $                            | 25,165 |   |  | $      | 24,162 |   |
| Incometaxes paid during theperiod                   |  | $                            | 1,211  |   |  | $      | 1,219  |   |
|                                                     |

Supplementalnon-cash activities

The Company entered into transactions thataffected the recorded amounts of assets and liabilities withoutinvolving a current payment or receipt of cash, and, as such, thesetransactions are not reflected in the Statements of Cash Flows. Duringthe nine months ended September 30, 2005 and 2004, the Company enteredinto the following non-cashtransactions:

|                                               |  |                               |         |        |  |   |         |        |  |  |
|-----------------------------------------------|--|-------------------------------|---------|--------|--|---|---------|--------|--|--|
| (inthousands)                                 |  | Nine Months EndedSeptember30, |
|                                          |  | 2005                          |         | 2004   |
| Assetadditions financed through capitalleases |  | $                             | 1,200   |   |  | $ | 6,200   |   |
| Assetadditions financed withdebt              |  | $                             | 4,000   |   |  | $ | — |   |
| Promissorynotes received from assetsales      |  | $                             | — |   |  | $ | 6,500   |   |
|                                               |

As describedin Note 4 of the Notes to Condensed Consolidated Financial Statements,in January 2004, the Company issued to PX Holding Corporation("PX Holding") 1,381,690 shares of new SeriesE Non-Cumulative Perpetual Participating Preferred Stock, par value$0.01 per share, in exchange for 1,381,690 shares of Series ANon-Cumulative Perpetual Participating Preferred Stock, par value $0.01per share, which constituted all of the then-outstanding Series APreferred Stock.

As described in Note 4 of the Notes toCondensed Consolidated Financial Statements, in January 2004, theCompany issued to PX Holding 215,274 shares of new Series D CumulativePay-in-Kind Preferred Stock, par value $0.01 per share, in exchangefor, among other consideration, 159,644 shares of Series C CumulativePay-in-Kind Preferred Stock, par value $0.01, held by PX Holding, whichconstituted all of the then-outstanding Series C Preferred Stock. Theother consideration included the contribution or retirement of variousrelated party notes and MacAndrews & Forbes Holdings Inc.'sone-third interest in the common stock of PANY Rental, Inc. Total bookvalue, which approximated fair value, of such other non-cashconsideration was approximately $19.0 million.

Seeaccompanying notes.

6

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

1.    Basisof Preparation

The Company is an indirect majority-ownedsubsidiary of MacAndrews & Forbes Holdings Inc.(‘‘MacAndrews & Forbes Holdings’’),formerly known as Mafco Holdings Inc., a corporation whose solestockholder is Ronald O. Perelman. The Company’s principalbusiness operations are conducted through its subsidiaries.

Theaccompanying condensed consolidated financial statements have beenprepared in accordance with U.S. generally accepted accountingprinciples for interim financial information and with the instructionsfor Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they donot include all of the information and footnotes required by U.S.generally accepted accounting principles for complete financialstatements. In the opinion of management, all adjustments (consistingof normal recurring adjustments) considered necessary for a fairpresentation have been included. The results of operations for interimperiods are not necessarily indicative of the results that may beexpected for the fiscal year. The condensed consolidated financialstatements should be read in conjunction with the consolidatedfinancial statements and accompanying notes included in theCompany’s Annual Report on Form 10-K for the year ended December31, 2004. All terms used but not defined elsewhere herein have themeaning ascribed to them in the Company’s 2004 Annual Report onForm 10-K.

The balance sheet at December 31, 2004 has beenderived from the audited financial statements at that date but does notinclude all the information and footnotes required by U.S. generallyaccepted accounting principles for complete financialstatements.

The condensed consolidated financial statementsinclude the accounts of Panavision and its subsidiaries. Allsignificant intercompany amounts and transactions among Panavision andits subsidiaries have been eliminated.

Certain amounts inpreviously issued financial statements have been reclassified toconform to the 2005 presentation. Additionally, the Company reviewedthe components of its reported cost of rentals and sales and determinedthat certain reclassifications were appropriate to better reflect theoperating costs related to revenues. Effective April 2005, freightcharges, which had previously been reported as selling, general andadministrative (‘‘SG&A’’) costs, arenow presented as cost of rentals and sales. Facilities-related costs,such as rents, utilities and maintenance, which had previously beenallocated using various methodologies to either cost of rental assetsproduced or among cost of sales, SG&A and research and developmentexpenses, are now only allocated to cost of rental assets produced withthe remaining unallocated amount all charged to SG&A. All priorperiods have been reclassified to conform to the currentclassification. The effect of the reclassification was to reduce costof sales, increase SG&A and reduce other line items in theCondensed Consolidated Statements of Operations as follows (inthousands):

|                   |  |                            |        |          |  |       |       |        |  |   |      |         |  |  |
|-------------------|--|----------------------------|--------|----------|--|-------|-------|--------|--|---|------|---------|--|--|
|              |  | Increase(Decrease)         |
| Three MonthsEnded |  | Cost of Rentals &Sales |        | SG&A |  | Other |
| March 31,2005     |  | $                          | (1,526 | )   |  | $     | 1,597 |   |  | $ | (71  | )  |
| March31,2004      |  | $                          | (2,096 | )   |  | $     | 2,109 |   |  | $ | (13  | )  |
| June30,2004       |  | $                          | (1,932 | )   |  | $     | 2,035 |   |  | $ | (103 | )  |
| September30,2004  |  | $                          | (1,860 | )   |  | $     | 1,951 |   |  | $ | (91  | )  |
|                   |

2. Useof Estimates and Assumptions

The preparation of financialstatements in conformity with U.S. generally accepted accountingprinciples requires management to make estimates and assumptions thataffect the amounts reported in the financial statements andaccompanying notes, including the collectibility of receivables, therealizability of assets such as fixed assets and deferred taxes, andthe valuation of goodwill and trademarks. Actual results could differfrom such estimates.

7

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

3.    Inventories

Inventoriesconsist of the following (inthousands):

|                          |  |                   |        |                   |  |        |        |        |  |  |
|--------------------------|--|-------------------|--------|-------------------|--|--------|--------|--------|--|--|
|                     |  | September30, 2005 |        | December 31, 2004 |
| Finishedgoods            |  | $                 | 2,566  |              |  | $      | 2,476  |   |
| Work-in-process          |  |              | 280    |              |  |   | 315    |   |
| Componentparts           |  |              | 5,277  |              |  |   | 4,664  |   |
| Spare partsandsupplies   |  |              | 1,093  |              |  |   | 1,409  |   |
| Goodspurchased forresale |  |              | 5,858  |              |  |   | 6,062  |   |
| Totalinventories         |  | $                 | 15,074 |              |  | $      | 14,926 |   |
|                          |

4.    Long-TermDebt

Long-term debt, including current maturities, consists ofthe following (inthousands):

|                                                  |  |                   |         |                   |  |        |         |        |  |  |
|--------------------------------------------------|--|-------------------|---------|-------------------|--|--------|---------|--------|--|--|
|                                             |  | September30, 2005 |         | December 31, 2004 |
| Amended andRestated CreditAgreement              |  | $                 | 120,279 |              |  | $      | 125,694 |   |
| 12.50%Senior Notes Due2009                       |  |              | 101,121 |              |  |   | 100,597 |   |
| 9 5/8%Senior Subordinated Discount Notes Due2006 |  |              | 64,883  |              |  |   | 65,084  |   |
| SecondMacAndrews Lineprincipal                   |  |              | 23,654  |              |  |   | 9,154   |   |
| Other(including capitalized leaseobligations)    |  |              | 14,478  |              |  |   | 8,922   |   |
|                                             |  |              | 324,415 |              |  |   | 309,451 |   |
| Less:Currentmaturities                           |  |              | 81,926  |              |  |   | 9,557   |   |
| TotalLong-TermDebt                               |  | $                 | 242,489 |              |  | $      | 299,894 |   |
|                                                  |

TheCompany does not have any off-balance sheet financingarrangements.

    9 5/8%Notes

The 9 5/8% Senior SubordinatedDiscount Notes Due 2006 (‘‘9 5/8%Notes’’) were issued at a discount representing a yieldto maturity of 9 5/8%. There were no periodic orinterest payments through February 1, 2002. Thereafter, they bearinterest at a rate of 9 5/8% per annum, payablesemi-annually on February 1 and August 1 of each year, commencingAugust 1, 2002. The 9 5/8% Notes are dueFebruary 1, 2006, and are reflected as a component of currentmaturities.

    MacAndrews Lines

On August 13, 2003,MacAndrews & Forbes Inc., (formerly MacAndrews & ForbesHoldings Inc.) agreed to amend an existing line of credit provided toPanavision to increase the amount available for borrowing from $4.0million to $10.0 million and extend the maturity date to August 31,2006 (as amended, the ‘‘MacAndrews Line’’).In connection with an amendment to Panavision's Prior CreditAgreement (as defined below), on November 12, 2003, MacAndrews &Forbes Inc. agreed to provide a second revolving line of credit (the‘‘Second MacAndrews Line’’) in the amountof $10.0 million at a rate equal to 50 basis points above the rateprovided for in the revolving facility pursuant to the Prior CreditAgreement and a maturity date of April 15, 2004. As described below, inconnection with the January 2004 Refinancing (as defined below), (i)amounts outstanding under the MacAndrews Line were retired in exchangefor shares of new Series D Cumulative Pay-in-Kind Preferred Stock, parvalue $0.01 per share (the ‘‘Series D PreferredStock’’) and (ii) MacAndrews & Forbes Inc. increasedthe amount of the Second MacAndrews Line to $20.0 million and extendedthe maturity date to April 16, 2009. On March 30, 2005, 

8

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

4.    Long-TermDebt (continued)

the Second MacAndrews Line was amended andrestated to increase the amount to $32.0 million. As of September 30,2005, Panavision had drawn approximately $24.9 million under the SecondMacAndrews line, including accrued interest of $1.3million.

    Prior Credit Agreement

On June 4, 1998,Panavision entered into a Credit Agreement with a syndicate of lenders(as subsequently amended on September 30, 1998, June 30, 1999, March15, 2002, June 14, 2002, September 30, 2002, March 25, 2003 andNovember 12, 2003, the ‘‘Prior CreditAgreement’’). Panavision’s obligations under thePrior Credit Agreement were secured by substantially all ofPanavision’s assets. The Prior Credit Agreement comprised twofacilities, the Term Facility and the Revolving Facility. As describedbelow, the Prior Credit Agreement was replaced with the Amended andRestated Credit Agreement pursuant to the January 2004Refinancing.

|                                |                                                                                                       |
|--------------------------------|-------------------------------------------------------------------------------------------------------|
|       | January 2004 Refinancing —12.50% Senior Notes Due 2009 and Amended and Restated CreditAgreement |

On January 16, 2004, Panavision consummated a seriesof transactions to refinance its indebtedness under the Prior CreditAgreement (the ‘‘January 2004Refinancing’’). As part of the January 2004 Refinancing,Panavision sold, in a private placement, $104.2 million of seniorsecured notes (the ‘‘Senior Notes’’)bearing interest at a rate of 12.50%, payable quarterly, with amaturity date of January 16, 2009. The Senior Notes were sold at anoriginal issue discount of approximately 4% for an aggregatepurchase price of $100.0 million. The Senior Notes are secured by asecond-priority lien on substantially all of the Company’sassets. The indenture pursuant to which the Senior Notes were issued(the ‘‘2004 Indenture’’) requires that,among other provisions, Panavision achieve certain EBITDA levels andabide by certain other restrictive covenants, including limitations onindebtedness, liens, disposition of assets, and certain restrictedpayments including dividends to stockholders. Upon certain events ofdefault under the 2004 Indenture, the Senior Notes will bear interestat 2.5% above the rate otherwise applicable.

As part ofthe January 2004 Refinancing, Panavision issued to PX Holding 215,274shares of new Series D Preferred Stock in exchange for (a) 159,644shares of Series C Cumulative Pay-in-kind Preferred Stock, par value$0.01 per share (the ‘‘Series C PreferredStock’’), of Panavision, held by PX Holding (togetherwith approximately $13.2 million of accumulated dividends thereon); (b)$23.0 million in cash; (c) the retirement of all principal and interest(an aggregate of $10,180,930) owed as of January 16, 2004 under theMacAndrews Line; (d) 33.3 shares of common stock of PANY Rental Inc.(‘‘PANY Rental’’) having a fair marketvalue of $0.7 million (such that, as of January 16, 2004, Panavisionowned 100% of the outstanding shares of PANY Rental); (e) theretirement of all amounts (consisting of $630,780 in principal and$82,913 in accrued and unpaid interest) owed by PANY Rental to PXHolding pursuant to a certain promissory note held by PX Holding; and(f) the retirement of all amounts (consisting of $7.8 million inprincipal and unpaid interest) owed to MacAndrews & Forbes Holdingsunder a certain promissory note in the principal amount of $6.7million, dated July 1, 2002, issued by Panavision to M & FWorldwide Corp. and subsequently acquired by MacAndrews & ForbesHoldings. Panavision also issued to PX Holding 1,381,690 shares of newSeries E Non-Cumulative Perpetual Participating Preferred Stock, parvalue $0.01 per share, (the ‘‘Series E PreferredStock’’) in exchange for 1,381,690 shares of Series ANon-Cumulative Perpetual Participating Preferred Stock, par value $0.01per share (the ‘‘Series A PreferredStock’’). As a result of the January 2004 Refinancingtransactions, all of the outstanding shares of Series A and Series CPreferred Stock were transferred to Panavision. In addition, MacAndrews& Forbes Inc. increased the amount of the Second MacAndrews Line to$20.0 million and extended the maturity date to April 16,2009.

Panavision used proceeds from the sale of the Senior Notesand the issuance of Series D Preferred Stock to reduce the indebtednessunder the Prior Credit Agreement by $115.4 million, and replaced the

9

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

4.    Long-TermDebt (continued)

Prior Credit Agreement with an Amended andRestated Credit Agreement (the ‘‘Amended and RestatedCredit Agreement’’) with the lenders under the PriorCredit Agreement. The Amended and Restated Credit Agreement providesfor a single term loan facility in the principal amount of $135.6million repayable in quarterly installments with a final maturity ofJanuary 12, 2007, except that the term facility shall be due onDecember 1, 2005 if any of the 9 5/8% Notesremain outstanding on that date. However, on November 14, 2005, theLenders under the Amended and Restated Credit Agreement agreed toextend this December 1, 2005 date to January 5, 2006, provided that, onor before December 1, 2005, the Company (a) deposits into a designatedaccount an amount not less than an amount equal to the principaloutstanding and accrued interest through the date of redemption of the9 5/8% Notes, and (b) mails a notice ofredemption to the holders of the 9 5/8% Notesindicating that the Company intends to redeem all outstanding9 5/8% Notes on or before January 5, 2006. PXHolding has committed (the‘‘9 5/8% NotesCommitment’’), in the event that the9 5/8% Notes are not repaid, retired orrefinanced prior to December 1, 2005, or the applicable provision ofthe Amended and Restated Credit Agreement is not amended by such timesuch that Panavision's term loans do not become immediately dueand payable, to provide financial support sufficient to allow therepayment, retirement or refinancing of the9 5/8% Notes. Panavision is currently in theprocess of negotiating a debt financing arrangement with PX Holdingthat will provide funds to enable the Company to redeem the outstanding9 5/8% Notes on or before January 5, 2006, asdescribed above.

The term facility under the Amended andRestated Credit Agreement bears interest at either the ABR orEurodollar Rate (as defined in the Amended and Restated CreditAgreement) plus a margin of 5.25% in the case of ABR loans or6.25% in the case of Eurodollar Loans.

The term facilityunder the Amended and Restated Credit Agreement is secured onsubstantially the same basis as indebtedness under the Prior CreditAgreement. In connection with the Amended and Restated CreditAgreement, Panavision paid fees to lenders and professional advisors ofapproximately $3.5 million, including an original issue discount fee ofapproximately $2.0 million. Approximately $3.1 million of the fees paidwere expensed in 2004.

Under the Amended and Restated CreditAgreement, Panavision is required to repay $7.2 million in principal in2005 of which $5.4 million has been repaid through September 30, 2004.In addition, the Company will be required to repay $7.2 million in2006.

The Amended and Restated Credit Agreement revised certainfinancial tests and other restrictive covenants set forth in the PriorCredit Agreement, including required EBITDA (as defined therein),limitations on indebtedness, and other provisions. As defined in theAmended and Restated Credit Agreement and 2004 Indenture, EBITDAincludes adjustments for certain severance expenses, refinancingexpenses, foreign exchange gain or loss, other non-cash charges and thepro forma effect of acquisitions and dispositions.

The requiredlevel of EBITDA, as defined in the Amended and Restated CreditAgreement and the 2004 Indenture, for the last twelve months in theperiod ended September 30, 2005, was $54.0 million pursuant to theAmended and Restated Credit Agreement and $50.0 million pursuant to the2004 Indenture. The Company met the required levels of EBITDA for thetwelve-month period ended September 30, 2005.

    Amendmentsto Amended and Restated Credit Agreement and 2004Indenture

EFILM Proceeds Amendment

Principally toprovide a mechanism for the reinvestment of the proceeds of the sale ofEFILM, LLC (‘‘EFILM’’), on August 11, 2004,Panavision and the other parties to the Amended and Restated CreditAgreement entered into an amendment and waiver to the Amended andRestated Credit Agreement 

10

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

4.    Long-TermDebt (continued)

(‘‘First Amendment andWaiver’’). To provide a similar mechanism for thereinvestment of the proceeds of the sale of EFILM under the 2004Indenture, on August 11, 2004, Panavision and Wilmington Trust Company,as Trustee, entered into a supplemental indenture(‘‘Supplemental Indenture’’). On September30, 2004, upon repayment of $1.3 million to Federal Financial CreditInc. of amounts owed by PANY Rental with part of the proceeds of thesale of EFILM, PANY Rental and its wholly-owned subsidiary TFN LightingCorp. became guarantors under the Amended and Restated Credit Agreementand the 2004 Indenture in accordance with the terms of those debtinstruments.

Preferred Stock Exchange

On November16, 2004, Panavision issued 30,610,810 shares of common stock, parvalue $.01 per share (‘‘Common Stock’’), toPX Holding, in exchange for all Series D Preferred Stock and all SeriesE Preferred Stock held by PX Holding (the‘‘Exchange’’). The Exchange was completedpursuant to a letter agreement, dated November 16, 2004, betweenPanavision and PX Holding (the ‘‘LetterAgreement’’).

In this transaction, Panavisionissued:

|              |                                                                                                                                                                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | 29,229,120 shares of CommonStock in exchange for the 215,274 shares of Series D Preferred Stockheld by PX Holding at an exchange ratio of 125 shares of Common Stockfor each $1,000 of outstanding liquidation preference or accrued andunpaid dividends, valuing the Common Stock at $8.00 per share;and |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | 1,381,690 shares of Common Stock inexchange for the 1,381,690 shares of Series E Preferred Stock held byPX Holding. |

This transaction was unanimously approved by anindependent Special Committee of Panavision's Board of Directors.In the Letter Agreement, PX Holding agreed, among other things, tocertain restrictions on its ability to acquire Panavision'sremaining Common Stock or to transfer the shares it holds. After givingeffect to the transaction, PX Holding held approximately 96.3%of the Common Stock. The transaction followed a May 13, 2004 offer byMacAndrews & Forbes Holdings initially valuing the Common Stock at$7.00 per share.

Following the consummation of the Exchange, noshares of Series D Preferred Stock or Series E Preferred Stock wereoutstanding. Accordingly, effective November 16, 2004, Panavisioneliminated the certificates of designation for the Series D PreferredStock and Series E Preferred Stock.

The Special Committee wasrepresented by independent counsel and retained Peter J. SolomonCompany L.P. as its independent financial advisor. In connection withits recommendation that the Board of Directors approve the transaction,the Special Committee received an opinion from Peter J. Solomon CompanyL.P. that the consideration paid by PX Holding in the transaction wasfair, from a financial point of view, to Panavision.

In addition,in connection with the Exchange, Panavision entered into a SecondAmendment and Consent, dated as of November 15, 2004, with respect toPanavision's Amended and Restated Credit Agreement.

WFWAsset Acquisition

In connection with the Panavisionacquisition of the William F. White International Inc. camera inventoryin Canada (the ‘‘WFW Acquisition’’),Panavision entered into a Third Amendment, dated as of December 29,2004 with respect to Panavision’s Amended and Restated CreditAgreement. In addition, in connection with the WFW Acquisition,Panavision entered into a Fourth Supplemental Indenture, dated as ofDecember 29, 2004, with respect to the 2004Indenture.

11

----

PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

4.    Long-TermDebt (continued)

March 2005Amendment

Panavision entered into a Fourth Amendment, datedas of March 30, 2005, to the Amended and Restated Credit Agreement andFifth Supplemental Indenture, dated as of March 30, 2005, with respectto the 2004 Indenture. This amendment and indenture supplement wasentered into principally to (a) reduce required EBITDA levels, asprovided in the Amended and Restated Credit Agreement, to $52.0million, $54.0 million, $54.0 million and $58.0 million for thetwelve-month periods ended March 31, 2005, June 30, 2005, September 30,2005 and December 31, 2005, respectively; (b) extend the date on whichthe term facility under the Amended and Restated Credit Agreement shallbe due if the 9 5/8% Notes remain outstandingfrom September 1, 2005 to December 1, 2005; (c) increase the limitationon capital expenditure, as defined in the Amended and Restated CreditAgreement, from $25.0 million to $37.5 million for the twelve-monthperiod ended December 31, 2005; and (d) permit the increase of theSecond MacAndrews Line to $32.0 million.

    GE Term Loan& Security Agreement

On June 14, 2005, Panavision enteredinto a term loan and security agreement (‘‘GE Term Loan& Security Agreement’’) with General Electric CapitalCorporation (‘‘GE’’) pursuant to which GEshall make available to Panavision term loans in aggregate principalamount not exceeding $10 million and maturing September 14, 2006 forthe purchase of digital cameras and equipment. Panavision'sobligations pursuant to the GE Term Loan & Security Agreement areguaranteed by MacAndrews & Forbes Holdings and secured by a firstpriority security interest in the cameras and related equipmentpurchased with the proceeds of the term loans. As of September 30,2005, there were term loans outstanding of approximately $4.9 million(after repayment of $1.2 million). In October 2005, the Companyborrowed an additional $1.0 million under the GE Term Loan &Security Agreement, leaving a balance of $2.9 million available to beborrowed no later than December 31, 2005.

5. PreferredStock Transactions

As described above in Note 4, on January 16,2004, as part of the January 2004 Refinancing, the Company issued to PXHolding 215,274 shares of new Series D Preferred Stock in exchange for,among other consideration, 159,644 shares of Series C Preferred Stock.The Series D Preferred Stock was non-voting, had a liquidationpreference of $1,000 per share plus accrued and unpaid dividends, andentitled the holder to cumulative dividends at a rate of 10% perannum regardless of whether declared or earned. Additionally, theSeries D Preferred Stock was subject to redemption in certaincircumstances upon a change of control. The terms of the Series CPreferred Stock were substantively the same as the Series D PreferredStock. The Company also issued to PX Holding 1,381,690 shares of SeriesE Preferred Stock in exchange for 1,381,690 shares of Series APreferred Stock. The Series E Preferred Stock was entitled to one voteper share, voting together with the Common Stock as a single class, hada liquidation preference of $1.00 per share plus accrued and unpaiddividends, and provided for non-cumulative cash dividends at an annualrate of $0.05 per share if declared by the Company.

The Series APreferred Stock was voting and was entitled to non-cumulative dividendsat a rate of $0.05 per share per annum payable, if declared, quarterlyon each March 31, June 30, September 30 and December 31. In addition,the Series A Preferred Stock had also participated pro rata on ashare-for-share basis with the Common Stock with respect to anydividends declared or paid on the Common Stock.

As a result ofthe January 2004 Refinancing transactions, all of the outstandingshares of Series A and Series C Preferred Stock were transferred to theCompany, and a Certificate of Elimination was filed for eachseries.

As described in Note 4 of this QuarterlyReport on Form 10-Q and in Notes 12 and 13 of the Company’s 2004Annual Report on Form 10-K, in November 2004, the Company issued to PXHolding 

12

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

30,610,810 shares of Common Stock, par value$0.01 per share, in exchange for all Series D and Series E PreferredStock outstanding. A Certificate of Elimination was filed for eachseries. At September 30, 2005, the Company does not have any preferredstock issued and outstanding.

6. SegmentInformation

The Company has one reportable segment, the rentalof camera systems, lighting systems and other equipment, and the salesof related products. These activities are conducted through theCompany’s owned-and-operated facilities and its network ofindependent distributors in a number of geographic locationsprincipally in North America and the United Kingdom. The relativeproportion of revenues from individual geographic locations has notchanged significantly during the three-month and nine-month periodsended September 30, 2005 from that disclosed in Note 8 of theCompany’s 2004 Annual Report on Form 10-K. No one customeraccounted for more than 10 percent of the Company’s consolidatednet revenues for the three-month and nine-month periods ended September30, 2005 and September 30, 2004.

7. Net Loss PerShare

For the three-month and nine-month periods ended September30, 2005 and 2004, the basic and diluted per share data is based on theweighted-average number of common shares and dilutive potential commonshares outstanding during the period. Potential common shares,consisting of outstanding stock options and warrants, are not includedin the diluted loss per share calculation since they areantidilutive.

The following table sets forth the computation forbasic and diluted earnings per share (in thousands, except per shareinformation):

|                                                                                               |  |                                |         |                              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------------------------------|--|--------------------------------|---------|------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                          |  | ThreeMonths EndedSeptember 30, |         | Nine MonthsEndedSeptember30, |
|                                                                                          |  | 2005                           |         | 2004                         |  | 2005   |         | 2004    |
| Numerator:                                                                                    |  |                           |    |                         |  |   |    |    |  |   |    |    |  |   |    |    |
| Netincome (loss) from continuingoperations                                                    |  | $                              | (307    | )                       |  | $      | 4,870   |    |  | $      | (23,354 | )  |  | $      | (17,409 | )  |
| SeriesC Preferred Stock accumulated dividend                                                  |  |                           | — |                         |  |   | — |    |  |   | — |    |  |   | (765    | )  |
| SeriesD Preferred Stock accumulated dividend                                                  |  |                           | — |                         |  |   | (5,631  | )  |  |   | — |    |  |   | (15,610 | )  |
| Numeratorsfor basic and diluted loss per share attributable to commonstockholders:            |  |                           |    |                         |  |   |    |    |  |   |    |    |  |   |    |    |
| Net loss from continuingoperations                                                            |  |                           | (307    | )                       |  |   | (761    | )  |  |   | (23,354 | )  |  |   | (33,784 | )  |
| Netincome from discontinued operations                                                        |  |                           | — |                         |  |   | 10,384  |    |  |   | — |    |  |   | 11,149  |    |
| Netincome (loss)                                                                              |  | $                              | (307    | )                       |  | $      | 9,623   |    |  | $      | (23,354 | )  |  | $      | (22,635 | )  |
| Denominator:                                                                                  |  |                           |    |                         |  |   |    |    |  |   |    |    |  |   |    |    |
| Denominatorfor basic income (loss) per share – weighted averageshares                   |  |                           | 39,381  |                         |  |   | 8,770   |    |  |   | 39,381  |    |  |   | 8,770   |    |
| Effectof dilutive securities –Stock options andwarrants                                 |  |                           | — |                         |  |   | — |    |  |   | — |    |  |   | — |    |
| Denominatorfor diluted income (loss) pershare – adjusted weightedaverageshares          |  |                           | 39,381  |                         |  |   | 8,770   |    |  |   | 39,381  |    |  |   | 8,770   |    |
| Income(loss) per share – basic and diluted:    Continuingoperations |  | $                              | (0.01   | )                       |  | $      | (0.09   | )  |  | $      | (0.59   | )  |  | $      | (3.85   | )  |
| Discontinuedoperations                                                                        |  |                           | — |                         |  |   | 1.19    |    |  |   | — |    |  |   | 1.27    |    |
| Income(loss) per share – basic and diluted                                              |  | $                              | (0.01   | )                       |  | $      | 1.10    |    |  | $      | (0.59   | )  |  | $      | (2.58   | )  |
|                                                                                               |

13

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

8. Comprehensive Income(Loss)

Components of accumulated other comprehensive income(loss) are as follows (inthousands):

|                                       |  |                                 |      |                               |  |        |        |        |  |        |         |         |  |        |        |         |  |  |
|---------------------------------------|--|---------------------------------|------|-------------------------------|--|--------|--------|--------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                                  |  | ThreeMonths Ended September 30, |      | Nine Months EndedSeptember30, |
|                                  |  | 2005                            |      | 2004                          |  | 2005   |        | 2004   |
| Netincome(loss)                       |  | $                               | (307 | )                        |  | $      | 15,254 |   |  | $      | (23,354 | )  |  | $      | (6,260 | )  |
| Foreigncurrency translationadjustment |  |                            | 282  |                          |  |   | 2,123  |   |  |   | (1,474  | )  |  |   | (318   | )  |
| Totalcomprehensive income(loss)       |  | $                               | (25  | )                        |  | $      | 17,377 |   |  | $      | (24,828 | )  |  | $      | (6,578 | )  |
|                                       |

9. Stock-BasedBenefits

The Company follows the provisions of Statement ofFinancial Accounting Standards (‘‘SFAS’’)No. 123, ‘‘Accounting for Stock-BasedCompensation’’ (‘‘SFAS123’’), which permits the Company to continue to followthe intrinsic value method set forth in Accounting Principles BoardOpinion No. 25, ‘‘Accounting for Stock Issued toEmployees’’ (‘‘APB 25’’), anddisclose the pro forma effects on net income or loss had the fair valueof the options been expensed.

In December 2002, SFAS No. 148,‘‘Accounting for Stock-Based Compensation-Transition andDisclosure’’ (‘‘SFAS 148’’)was issued. SFAS 148 amends SFAS 123. SFAS 148 provides alternativemethods of transition for a voluntary change to the fair value basedmethod of accounting for stock-based employee compensation. Inaddition, SFAS 148 amends the disclosure requirements of SFAS 123 torequire more prominent and more frequent disclosures in financialstatements about the effects of stock-based compensation. The Companyhas complied with the disclosure requirements of SFAS 148.

InDecember 2004, SFAS No. 123R, ‘‘Share-BasedPayment’’ was issued which sets accounting requirementsfor share-based compensation to employees and requires companies torecognize in the income statement the grant-date fair value of stockoptions and other equity-based compensation. The Company will berequired to adopt SFAS No. 123R as of January 1, 2006 anddoes not expect the adoption to have a material impact.

Had theCompany applied the fair value recognition provision of SFAS 123 tostock-based employee compensation, there would have been no effect onreported net loss or net loss per share for the three-month andnine-month periods ended September 30, 2005 and 2004. The Company didnot provide stock-based employee compensation during theseperiods.

10.    Other Income, Net

Thecomponents of Other income, net for the three-month and ninemonth-periods ended September 30, 2005 and 2004 are as follows (inthousands):

|                                            |  |                                |         |                               |  |        |       |        |  |        |         |        |  |        |       |         |  |  |
|--------------------------------------------|--|--------------------------------|---------|-------------------------------|--|--------|-------|--------|--|--------|---------|--------|--|--------|-------|---------|--|--|
|                                       |  | ThreeMonthsEnded September 30, |         | Nine Months EndedSeptember30, |
|                                       |  | 2005                           |         | 2004                          |  | 2005   |       | 2004   |
| Netgain on sales of property and equipment |  | $                              | 148     |                          |  | $      | 226   |   |  | $      | 665     |   |  | $      | 2,050 |    |
| Insurancesettlements                       |  |                           | 484     |                          |  |   | 1,065 |   |  |   | 484     |   |  |   | 1,065 |    |
| Income(loss) of equityaffiliates           |  |                           | — |                          |  |   | 30    |   |  |   | — |   |  |   | (72   | )  |
| Feesfrom relatedparty                      |  |                           | 105     |                          |  |   | 315   |   |  |   | 315     |   |  |   | 315   |    |
| Other                                      |  |                           | 57      |                          |  |   | 141   |   |  |   | 29      |   |  |   | 282   |    |
| Total                                      |  | $                              | 794     |                          |  | $      | 1,777 |   |  | $      | 1,493   |   |  | $      | 3,640 |    |
|                                            |

14

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PANAVISIONINC.NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS(Unaudited)

11.    DiscontinuedOperations

In August 2004, the Company disposed of its80% interest in EFILM. Accordingly, both EFILM and its holdingcompany LPPI,LLC are presented as discontinued operations in thecondensed consolidated financial statements and the accompanyingnotes.

Revenue and income before income taxes from discontinuedoperations for the three-month and nine-month periods ended September30, 2005 and 2004 were as follows (inthousands):

|                           |  |                                 |                                 |                               |  |      |       |        |  |   |                                 |        |  |   |        |        |  |  |
|---------------------------|--|---------------------------------|---------------------------------|-------------------------------|--|------|-------|--------|--|---|---------------------------------|--------|--|---|--------|--------|--|--|
|                      |  | ThreeMonths Ended September 30, |                                 | Nine Months EndedSeptember30, |
|                      |  | 2005                            |                                 | 2004                          |  | 2005 |       | 2004   |
| Revenue                   |  | $                               |     — |                          |  | $    | 2,636 |   |  | $ |     — |   |  | $ | 15,488 |   |
| Incomebefore income taxes |  | $                               | —                         |                          |  | $    | 328   |   |  | $ | —                         |   |  | $ | $1,177 |   |
|                           |

12.    RelatedParty Transactions

On April 8, 2005, Panavision Europe Limited(‘‘PVE’’), a subsidiary of the Company,entered into an operating lease arrangement with a related party,PX(UK) Limited (‘‘PX(UK)’’), a subsidiaryof PX Holding, whereby PVE leased from PX(UK) certain camera andlighting equipment (the ‘‘PX(UK)Equipment’’). The Company believes the rental paymentscalled for in the lease are on arms-length terms. For the three-monthand nine-month periods ended September 30, 2005, PVE incurred rentalcharges of $450,000 and $655,000, respectively, relating to the PX(UK)Equipment, of which approximately $300,000 remained outstanding atSeptember 30, 2005. In addition, in accordance with the operating leasearrangements, PX(UK) reimbursed PVE for approximately $110,000 of costsincurred by PVE in relation to the preparation of the PX(UK) Equipmentfor rental to PVE’s customers.

As discussed in Note 4,Long-Term Debt, the Company’s obligations pursuant to the GETerm Loan & Security Agreement are guaranteed by MacAndrews &Forbes Holdings.

Reference is also made to Note 18 of theCompany’s 2004 Annual Report on Form 10-K which describesadditional related party transactions the Company has entered intodirectly or indirectly with MacAndrews & Forbes Holdings.

13.    SubsequentEvent

Panavision entered into a Fifth Amendment, dated as ofNovember 14, 2005, to the Amended and Restated Credit Agreement (the‘‘Fifth Amendment’’). Prior to the FifthAmendment, the Amended and Restated Credit Agreement provided that thefinal maturity of the term facility shall be January 12, 2007, exceptthat the term facility shall become due and payable on December 1, 2005if any of the 9 5/8% Notes remain outstanding onthat date. Pursuant to the Fifth Amendment, the Lenders under theAmended and Restated Credit Agreement agreed to extend this December 1,2005 date to January 5, 2006, provided that, on or before December 1,2005, the Company (a) deposits into a designated account an amount notless than an amount equal to the principal outstanding andaccrued interest through the date of redemption of the9 5/8% Notes, and (b) mails a notice ofredemption to the holders of the 9 5/8% Notesindicating that the Company intends to redeem all outstanding9 5/8% Notes on or before January 5, 2006.Panavision is currently in the process of negotiating a debt financingarrangement with PX Holding that will provide funds to enable theCompany to redeem the outstanding 9 5/8% Noteson or before January 5, 2006, as describedabove.

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Item 2.    Management’sDiscussion and Analysis of Financial Condition and Results ofOperations

Overview

In the following discussion, unlessthe context requires otherwise, the terms‘‘Panavision,’’‘‘we,’’‘‘our,’’‘‘ours,’’ and‘‘us’’ refer to Panavision Inc. and itssubsidiaries.

Our revenue is derived from three sources: (i)camera rental operations, (ii) lighting rental operations, and (iii)sales and other revenue. Revenue from camera rental operations consistsof the rental of camera systems, lenses and accessories to the motionpicture and television industries through a network ofowned-and-operated (‘‘O&O’’) rentaloffices located throughout North America, Europe and the Asia Pacificregion, and through a network of independent distributors responsiblefor the rental of our equipment in locations not served by ourO&O’s.

Our lighting rental operations generaterevenue through the rental of lighting, lighting grip, transportationand distribution equipment, as well as mobile generators, which are allused in the production of feature films, television programs,commercials and other events. We own and operate lighting rentalfacilities in the United States, United Kingdom, Australia and NewZealand. Revenue generated by Lee Lighting, our lighting rentalbusiness located in the United Kingdom, comprises the majority of ourlighting rental operations revenue.

Sales and other revenue iscomprised of: (i) the manufacture and sale of lighting filters throughLee Filters in the United Kingdom and the United States; and (ii) salesof equipment, accessories and various consumable products, such as filmstock, light bulbs and gaffer tape, which are used in all types ofproductions.

We consider revenue from international business tobe that revenue which is generated from the rental of our equipment byproductions that are located at production sites outside of the UnitedStates. We record the majority of our international business in thelocal currency (‘‘LC’’) of the officeinitiating the transaction. When LC-denominated activity is convertedinto U.S. dollars (‘‘US$’’) forpresentation in the Condensed Consolidated Financial Statements, thechange in the value of LCs relative to the US$ will have an impact onboth the balance sheet and the revenues and costs analyzed below. Whileboth rental revenues and costs of rental revenues in any given countrywill typically be affected in the same manner, a change in gross margincan be amplified or mitigated by the effect of foreign exchange ratechanges.

Recent acquisition and divestiture activity hasaffected the quarter-to-quarter and period-to-period comparisons. InMay 2004, we sold our lighting assets in Canada, thereby exiting thelighting business in that country. In August 2004, we purchasedTechnovision France (‘‘Technovision’’), afilm equipment rental company in Paris. Results of Technovisionoperations have been consolidated effective August 14, 2004. OnSeptember 16, 2004, we purchased the outstanding 49% interest inDHD Ventures, LLC (‘‘DHD’’), making DHD ourwholly-owned subsidiary, at which point we began consolidatingDHD’s results of operations. Prior to this purchase DHD wasreported using the equity method of accounting. In December, 2004, wepurchased all the film, high definition and video camera equipment ofWilliam F. White International Inc.(‘‘WFW’’) in Canada. Additionally, in April2005, Panavision Europe Limited (‘‘PVE’’)entered into an operating lease arrangement with a related party, PX(UK) Limited (‘‘PX (UK)’’), a subsidiary ofPX Holding Corporation (‘‘PX Holding’’),whereby PVE leases certain camera and lighting equipment (the‘‘PX (UK) equipment’’) from PX (UK) in theUnited Kingdom.

Accordingly, the three-month and nine-monthperiods ended September 30, 2005 include revenues and costs fromTechnovision, DHD, the WFW assets and the PX (UK) Equipment but norevenue or costs from the Canadian lighting rental operation. Thethree-month period ended September 30, 2004 includes operating revenuesand costs from DHD and Technovision from the respective dates ofacquisition and $0.3 million of commission revenue from DHD but norevenues and costs from the WFW assets or the Canadian lighting rentaloperation. The nine-month period ended September 30, 2004 includesrevenue and costs from the Canadian lighting operation, operatingrevenues and costs from DHD and 

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Technovision from the respective dates ofacquisition, and $1.1 million of commission revenue from DHD, but norevenues and costs from the WFW assets and the PX (UK) Equipment.

The company reviewed the components of its reported cost of rentalsand sales and determined that certain reclassifications wereappropriate to better reflect the operating costs related to revenues.Freight charges, which had previously been reported as selling, generaland administrative (‘‘SG&A’’) costs,are now presented as cost of rentals and sales. Facilities-relatedcosts, such as rents, utilities and maintenance, which had previouslybeen allocated using various methodologies to either cost of rentalassets produced or among cost of sales, SG&A and research anddevelopment expenses, are now only allocated to cost of rental assetsproduced with the remaining unallocated amount all charged to SG&A.All prior periods have been reclassified to conform to the currentclassification. The effect of the reclassification was to reduce costof sales, increase SG&A and reduce other line items in theCondensed Consolidated Statements of Operations as follows (inthousands):

|                   |  |                            |        |          |  |       |       |        |  |   |      |         |  |  |
|-------------------|--|----------------------------|--------|----------|--|-------|-------|--------|--|---|------|---------|--|--|
|              |  | Increase(Decrease)         |
| ThreeMonths Ended |  | Cost of Rentals &Sales |        | SG&A |  | Other |
| March 31,2005     |  | $                          | (1,526 | )   |  | $     | 1,597 |   |  | $ | (71  | )  |
| March31,2004      |  | $                          | (2,096 | )   |  | $     | 2,109 |   |  | $ | (13  | )  |
| June30,2004       |  | $                          | (1,932 | )   |  | $     | 2,035 |   |  | $ | (103 | )  |
| September30,2004  |  | $                          | (1,860 | )   |  | $     | 1,951 |   |  | $ | (91  | )  |
|                   |

Thissection should be read in conjunction with the Consolidated FinancialStatements and accompanying Notes included in our Annual Report on Form10-K for the year ended December 31, 2004 and the Critical AccountingPolicies as disclosed under Item 7 in our Annual Report on Form 10-Kfor the year ended December 31, 2004.

Results ofOperations

Quarter Ended September 30, 2005 Compared toQuarter Ended September 30, 2004

The following discussion andanalysis covers the Company’s consolidated results of operationsfor the third fiscal quarter of 2005 as compared to the same quarter of2004.

The US$ weakened, comparing the quarter ended September 30,2005 with the quarter ended September 30, 2004, against most majorforeign currencies in countries where we do business with the notableexception of the Pound Sterling. The following table presents theaverage exchange rates we used during the respective quarters of 2005and 2004 in translating LC-denominated activity (US$: 1LC).

|                            |  |                    |        |                  |  |                  |        |         |  |                |        |         |  |        |        |         |  |        |        |         |  |  |
|----------------------------|--|--------------------|--------|------------------|--|------------------|--------|---------|--|----------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
| QuarterEnded September 30, |  | U. K.PoundSterling |        | AustralianDollar |  | NewZealandDollar |        | Euro    |  | CanadianDollar |
| 2005                       |  |               | 1.7808 |             |  |             | 0.7580 |    |  |           | 0.6902 |    |  |   | 1.2154 |    |  |   | 0.8282 |    |
| 2004                       |  |               | 1.8074 |             |  |             | 0.7037 |    |  |           | 0.6466 |    |  |   | 1.2131 |    |  |   | 0.7621 |    |
| Increase(decrease) vs.US$  |  |               | (1.5   | )%          |  |             | 7.7    | %  |  |           | 6.7    | %  |  |   | 0.2    | %  |  |   | 8.7    | %  |
|                            |

Thesecurrency rate changes have had a significant impact on the amounts ofrental revenues, costs of revenues, and operating costs translated fromLC into US$. Management believes it provides insight into operationalperformance to review the results of operations after taking intoaccount the effects of exchange rate changes on LC amounts translatedinto US$ and, accordingly, in addition to information as to results ofoperations prior to giving effect to such exchange rate changes, wehave included that information in the followingdiscussion.

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Camera RentalOperations

|               |  |                           |        |                    |  |        |        |         |  |        |        |        |  |        |        |         |  |  |
|---------------|--|---------------------------|--------|--------------------|--|--------|--------|---------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|          |  | QuarterEndedSeptember 30, |        | Increase(Decrease) |
| (inthousands) |  | 2005                      |        | 2004               |  |   |        | %       |
| Rentalrevenue |  | $                         | 41,760 |               |  | $      | 33,552 |    |  | $      | 8,208  |   |  |   | 24.5   | %  |
| Costofrentals |  |                      | 20,277 |               |  |   | 16,951 |    |  |   | 3,326  |   |  |   | 19.6   | %  |
| Grossmargin   |  | $                         | 21,483 |               |  | $      | 6,601  |    |  | $      | 4,882  |   |  |   | 29.4   | %  |
| Cost%         |  |                      | 48.6   | %             |  |   | 50.5   | %  |  |   |   |   |  |   |   |    |
|               |

Themain factors underlying the increase in camera rental revenue wereadditional revenue from the acquisitions of DHD, Technovision, the WFWassets and the PX (UK) Equipment, increased revenue from thetelevision, feature films and commercial sectors and the positivetranslation effect of foreign exchange rate changes. As the WFW andTechnovision assets have been integrated into our respective regionaloperations, the impact of their utilization cannot be accuratelyquantified however we believe it has been accretive to revenue. Aftertaking into account the effects of currency translation and the DHDacquisition described above, camera rental revenue increasedapproximately $6.6 million, such increase coming from increases incamera rental revenue from television, feature films, commercials andother camera rentals of approximately $3.1 million, $2.3 million, $0.9million and $0.3 million, respectively. The weakening of the US$,primarily against the Canadian dollar, increased camera rental revenueby approximately $0.9 million, and we estimate the impact of the DHDacquisition on camera revenues was approximately $0.7 million.

On a regional basis, feature film increases in Canada, Asia Pacificand the U.S. were partially offset by a decline Europe. The improvementin Canada was due to an overall increase in both the level ofproduction activity and Panavision’s share of activity, whilethe improvement in the Asia Pacific region was due to an increase inthe number of major feature films, including one feature that has beenshooting throughout 2005 which marks the first utilization of ourGENESIS® digital camera system on a large-scalefeature production. Television revenues increased as a result of anincrease in the numbers of high production value one-hour dramaproductions, an increase in original programming for cable networks anda recent increase in the number of scripted television productionsrelative to the reality programming that had become increasinglypopular over the last few years. Reality shows tend to be lower-budgetproductions that, as a general rule, are less likely to use our camerasand lenses. The recent trend away from reality programming hascontributed to the increase in television revenues. The increase inrevenue from commercials was due primarily to the addition of the WFWassets in Canada.

Cost of camera rentals increased $0.2 milliondue to the translation effect of foreign exchange rate changes. Aftertaking into account the effect of currency translation, cost of camerarentals increased $3.1 million. Approximately $1.8 million of theincrease related to increased depreciation charges primarily arisingfrom the recent acquisitions of DHD, the WFW assets and Technovision.The primary components of the remaining $1.3 million increase werehigher costs for subrentals (the cost of our having to rent additionalequipment not currently available in our inventory), payroll-relatedcosts, third-party commissions, freight, and repair and maintenancecosts. The increases in subrentals and third-party commissions wereprincipally related to increased business volume, while the increase inpayroll-related costs, freight, and repair and maintenance costs inpart was due to the acquisitions of the WFW assets, the PX (UK)Equipment and Technovision.

After taking into account thepositive effect of currency changes of $0.7 million, camera rentalgross margin increased approximately $4.2 million. The increase wasrelated to the increased revenue from television and the deployment ofthe WFW assets during the third quarter of 2005 compared with the thirdquarter of 2004.

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Lighting RentalOperations

|               |  |                           |        |                    |  |        |        |         |  |        |        |        |  |        |        |         |  |  |
|---------------|--|---------------------------|--------|--------------------|--|--------|--------|---------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|          |  | QuarterEndedSeptember 30, |        | Increase(Decrease) |
| (inthousands) |  | 2005                      |        | 2004               |  |   |        | %       |
| Rentalrevenue |  | $                         | 12,997 |               |  | $      | 10,711 |    |  | $      | 2,286  |   |  |   | 21.3   | %  |
| Costofrentals |  |                      | 9,453  |               |  |   | 8,536  |    |  |   | 917    |   |  |   | 10.7   | %  |
| Grossmargin   |  | $                         | 3,544  |               |  | $      | 2,175  |    |  | $      | 1,369  |   |  |   | 62.9   | %  |
| Cost%         |  |                      | 72.7   | %             |  |   | 79.7   | %  |  |   |   |   |  |   |   |    |
|               |

Aftertaking into account a $0.1 million increase from the positive effectsof foreign currency rate changes, lighting rental revenue increased$2.2 million. Revenues from the Asia Pacific region improved $1.6million due to an increase in major feature films, along with smallerincreases in revenue from Lee Lighting in the United Kingdom due to thePX (UK) Equipment and lighting operations in the United States.

The effect of foreign currency rate changes decreased the cost oflighting rentals by $0.1 million, but was more than offset by costincreases of approximately $1.0 million, consisting primarily ofincreased subrental costs in Asia Pacific and rental costs related tothe leasing arrangement with PX (UK) at Lee Lighting.

Theimprovement in gross margin was due to higher margin major featurefilms in the Asia Pacific region.

Sales andOther

|                       |  |                           |       |                    |  |        |       |         |  |        |        |         |  |        |        |          |  |  |
|-----------------------|--|---------------------------|-------|--------------------|--|--------|-------|---------|--|--------|--------|---------|--|--------|--------|----------|--|--|
|                  |  | QuarterEndedSeptember 30, |       | Increase(Decrease) |
| (inthousands)         |  | 2005                      |       | 2004               |  |   |       | %       |
| Salesand otherrevenue |  | $                         | 9,535 |               |  | $      | 9,691 |    |  | $      | (156   | )  |  |   | (1.6   | )%  |
| Costofsales           |  |                      | 5,130 |               |  |   | 5,832 |    |  |   | (702   | )  |  |   | (12.0  | )%  |
| Grossmargin           |  | $                         | 4.405 |               |  | $      | 3,859 |    |  | $      | 546    |    |  |   | 14.1   | %   |
| Cost%                 |  |                      | 53.8  | %             |  |   | 60.2  | %  |  |   |   |    |  |   |   |     |
|                       |

Aftertaking into account a $0.1 million increase from the positive effectsof foreign currency rate changes, sales and other revenue declined $0.3million. Revenues from Lee Filters, with operations in both the UnitedKingdom and United States, increased $0.7 million but were offset bydeclines in the sales related to camera rental operations in turnrelated to a decrease in major feature film activity. The improvementat Lee Filters was due primarily to several non-recurring large-volumesales of special effects glasses that ended during the third quarter of2005.

After taking into account a $0.1 million increase from thepositive effects of foreign currency rate changes, cost of sales andother decreased $0.8 million related to the revenue declines in theU.K. and Asia Pacific region, and the completion of production of thespecial effects glasses.

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OperatingCosts

|                                   |  |                            |        |                    |  |        |        |        |  |        |       |        |  |        |      |         |  |  |
|-----------------------------------|--|----------------------------|--------|--------------------|--|--------|--------|--------|--|--------|-------|--------|--|--------|------|---------|--|--|
|                              |  | QuarterEnded September 30, |        | Increase(Decrease) |
| (inthousands)                     |  | 2005                       |        | 2004               |  |   |        | %      |
| Selling,general andadministrative |  | $                          | 18,116 |               |  | $      | 16,799 |   |  | $      | 1,317 |   |  |   | 7.8  | %  |
| Researchanddevelopment            |  |                       | 1,367  |               |  |   | 1,237  |   |  |   | 130   |   |  |   | 10.5 | %  |
|                                   |

$0.2million of the increase in SG&A expenses was the result of foreignexchange rate changes. After taking this item into account, SG&Aexpenses increased $1.1 million compared to the corresponding quarterof 2004. The primary component related to an increase in incentivecompensation accruals in 2005 as compared to 2004.

Interest,Taxes andOther

|                              |  |                            |         |                              |  |        |        |         |  |        |        |         |  |  |
|------------------------------|--|----------------------------|---------|------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                         |  | QuarterEnded September 30, |         | Favorable(Unfavorable)Change |
| (inthousands)                |  | 2005                       |         | 2004                         |  |
| Interestexpense              |  | $                          | (9,217  | )                       |  | $      | (8,013 | )  |  | $      | (1,204 | )  |
| Interestincome               |  |                       | 87      |                         |  |   | 31     |    |  |   | 56     |    |
| Foreignexchangeloss          |  |                       | (455    | )                       |  |   | (562   | )  |  |   | 107    |    |
| Refinancingexpense           |  |                       | — |                         |  |   | (55    | )  |  |   | 55     |    |
| Otherincome,net              |  |                       | 794     |                         |  |   | 1,777  |    |  |   | (983   | )  |
| Incometax (provision)benefit |  |                       | (1,465  | )                       |  |   | 7,093  |    |  |   | (8,558 | )  |
|                              |

Theincrease in interest expense primarily reflected higher effectiveinterest rates during the 2005 third quarter, in addition to slightlyhigher average debt balances compared to the corresponding quarter of2004. The higher average debt balances resulted from an increase inborrowings, primarily capital leases and borrowings from affiliatespartially offset by scheduled principal payments of outstandingdebt.

Foreign exchange activity resulted in a slightly lower lossfor the quarter ended September 30, 2005 as compared with the quarterended September 30, 2004. The decrease was primarily due to the effectsof the fluctuating foreign currencies on the foreigncurrency-denominated intercompany balances held in the UnitedStates.

Other income, net decreased approximately $1.0 milliondue primarily to lower gains on insurance settlements compared with thesame quarter of the prior year.

The income tax provision for thequarter ended September 30, 2005 comprises income taxes on profitableforeign operations and foreign taxes withheld in the relevantjurisdictions. The Company did not recognize any net benefit fromcurrent tax losses as uncertainty as to future utilization resulted inan increase to the allowance against deferred tax assets in the sameamount as additional deferred tax assets generated. For the quarterended September 30, 2004 the Company recorded a $7.1 million taxbenefit from continuing operations comprising three items: a $1.1million benefit related to domestic tax losses; a foreign tax benefitof $1.4 million related primarily to a change in estimated full-yearincome from foreign operations; and a reversal of the deferred taxvaluation allowance of $4.6 million. As a result of the July 2004 saleof EFILM, the Company was able to utilize Net Operating Loss (NOL)carryforwards to offset the gain on sale of EFILM, resulting in adownward revision of the allowance against deferred tax assets. SeeNote 7 to Consolidated Financial Statements included in theCompany’s Annual Report on Form 10-K for a discussion of theCompany’s Tax Sharing Agreements.

Under applicableInternal Revenue Service regulations, as a result of the December 3,2002 settlement of certain shareholder litigation related to the 2001purchase of shares of the Company’s Common Stock from PX Holdingby M & F Worldwide Corp. (the ‘‘M & FSettlement’’), the Company may not join in filing aconsolidated federal income tax return with either MacAndrews &Forbes Holdings or the Company’s subsidiaries until May 2006without consent from the Internal Revenue Service. Accordingly, sincethe December 3, 2002 effective date of the M & F Settlement, theCompany 

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files separate federal income tax returns forthe Company and incorporated subsidiaries. The Company does not believethat deconsolidation of its federal income tax returns has had or willhave a material adverse effect on the Company’s business orfinancial condition.

Nine Months Ended September 30, 2005Compared to Nine Months Ended September 30, 2004

The followingdiscussion and analysis covers the Company’s consolidatedresults of operations for the nine months ended September 30, 2005 ascompared with the nine months ended September 30, 2004.

The US$weakened, comparing the nine months ended September 30, 2005 with thenine months ended September 30, 2004, against most major foreigncurrencies in countries where we do business. The following tablepresents the average exchange rates we used during the respectiveperiods of 2005 and 2004 in translating LC-denominated activity (US$: 1LC).

|                               |  |            |        |                  |  |                  |        |         |  |                |        |         |  |        |        |         |  |        |        |         |  |  |
|-------------------------------|--|------------|--------|------------------|--|------------------|--------|---------|--|----------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
| NineMonths EndedSeptember 30, |  | U. K.Pound |        | AustralianDollar |  | NewZealandDollar |        | Euro    |  | CanadianDollar |
| 2005                          |  |       | 1.8469 |             |  |             | 0.7687 |    |  |           | 0.7072 |    |  |   | 1.2663 |    |  |   | 0.8143 |    |
| 2004                          |  |       | 1.8160 |             |  |             | 0.7289 |    |  |           | 0.6509 |    |  |   | 1.2228 |    |  |   | 0.7525 |    |
| Increasevs.US$                |  |       | 1.7    | %           |  |             | 5.5    | %  |  |           | 8.6    | %  |  |   | 3.6    | %  |  |   | 8.2    | %  |
|                               |

Thesecurrency rate changes have had a significant impact on rental revenues,costs of revenues, and operating costs translated from LC into US$.Management believes it provides insight into operational performance toreview the results of operations after taking into account the effectsof exchange rate changes on LC amounts translated into US$ and,accordingly, we have included that information in the followingdiscussion.

Camera RentalOperations

|               |  |                               |         |                    |  |        |        |         |  |        |        |        |  |        |        |         |  |  |
|---------------|--|-------------------------------|---------|--------------------|--|--------|--------|---------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|          |  | NineMonths EndedSeptember 30, |         | Increase(Decrease) |
| (inthousands) |  | 2005                          |         | 2004               |  |   |        | %       |
| Rentalrevenue |  | $                             | 106,784 |               |  | $      | 91,653 |    |  | $      | 15,131 |   |  |   | 16.5   | %  |
| Costofrentals |  |                          | 59,049  |               |  |   | 47,951 |    |  |   | 11,098 |   |  |   | 23.1   | %  |
| Grossmargin   |  | $                             | 47,735  |               |  | $      | 43,702 |    |  | $      | 4,033  |   |  |   | 9.2    | %  |
| Cost%         |  |                          | 55.3    | %             |  |   | 52.3   | %  |  |   |   |   |  |   |   |    |
|               |

Themain factors underlying the increase in camera rental revenue wereadditional revenue from the acquisitions of DHD, the WFW assets, the PX(UK) Equipment and Technovision, increased revenue from television andcommercials and the positive translation effect of foreign exchangerate changes. As the WFW and Technovision assets have been integratedinto our respective regional operations, the impact of theirutilization cannot be accurately quantified but we believe it has beenaccretive to revenue.

After taking into account the effects ofcurrency translation and the DHD acquisition described above, camerarental revenue increased approximately $10.7 million. Rental revenueincreased from television, feature films, commercials and other camerarevenue by approximately $5.0 million,$2.0 million, $1.7 million and$2.0 million, respectively. The weakening of the US$, primarily againstCanadian and European currencies, increased camera rental revenue byapproximately $2.9 million, and we estimate the impact of the DHDacquisition on camera rental revenues was an increase of approximately$1.5 million.

On a regional basis, the increase in televisionrevenues took place primarily in the U.S., Canada, and Europe inrelatively equal amounts. Television revenues in the U.S. increased asa result of an increase in the number of high production value one-hourdramas, an increase in original programming for cable networks and arecent increase in the number of scripted television productionsrelative to the reality programming that had become increasinglypopular over the last few years. Reality shows tend to be lower-budgetproductions that, as a general rule, are less likely to use our camerasand lenses. The 

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increase in camera rental revenue fromcommercials was due primarily to the addition of the WFW assets inCanada. Revenue from feature films increased approximately $2.0 millionas a $2.8 million decline in revenue from major feature films was morethan offset by a $4.8 million increase in revenue from independentfilms. Other camera revenue increased $2.0 million due to an increasein agent revenues and the addition of Technovision, the WFW assets andthe PX (UK) Equipment.

Cost of camera rentals increased in partas a result of depreciation charge increases of $5.0 million primarilyrelated to the acquisitions of DHD, the WFW assets and Technovision.Other operating costs increased $5.2 million, primarily due toincreases in payroll-related costs, equipment subrentals andthird-party commissions of approximately $1.4 million, $2.0 million and$1.0 million, respectively. Additionally, severance costs of $0.4million, reflecting personnel reductions to reduce fixed operatingcosts, increased operating costs during the period. The commissions aredirectly related to revenue increases while payroll and subrental costsare related to both increased rental activity and the recentacquisitions of the WFW assets, the PX(UK) Equipment and Technovision.Cost of camera rentals increased $0.9 million due to the translationeffect of foreign exchange rate changes.

Lighting RentalOperations

|               |  |                               |        |                    |  |        |        |         |  |        |        |        |  |        |        |         |  |  |
|---------------|--|-------------------------------|--------|--------------------|--|--------|--------|---------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|          |  | NineMonths EndedSeptember 30, |        | Increase(Decrease) |
| (inthousands) |  | 2005                          |        | 2004               |  |   |        | %       |
| Rentalrevenue |  | $                             | 34,282 |               |  | $      | 29,781 |    |  | $      | 4,501  |   |  |   | 15.1   | %  |
| Costofrentals |  |                          | 25,849 |               |  |   | 25,140 |    |  |   | 709    |   |  |   | 2.8    | %  |
| Grossmargin   |  | $                             | 8,433  |               |  | $      | 4,641  |    |  | $      | 3,792  |   |  |   | 81.7   | %  |
| Cost%         |  |                          | 75.4   | %             |  |   | 84.4   | %  |  |   |   |   |  |   |   |    |
|               |

Aftertaking into account a $0.7 million increase from the positive effectsof foreign currency rate changes, lighting rental revenue increased$3.8 million. Lighting revenue from the Asia Pacific region improved$4.0 million primarily due to an increase in major feature films in theregion. A significant decline of $4.0 million in revenues from majorfeature films in Europe was more than offset by increases in revenuesof $4.3 million from television, independent films and other lightingrevenues. U.S. Lighting revenues declined $0.1 million. Also, 2004results included approximately $0.4 million of lighting revenues fromCanada prior to the May 2004 sale of all our lighting assets in thatcountry.

Cost of lighting rentals increased $0.3 millioncompared with the corresponding 2004 period after taking into account a$0.4 million increase from the effect of foreign currency rate changes.Cost increases totaling $1.2 million in the Asia Pacific regionassociated with increased revenues were partially offset by $0.3million of cost declines in the U.S., a $0.3 million decline indepreciation expense at Lee Lighting in the United Kingdom, and theabsence of lighting costs from Canada of $0.5 million. The improvementin gross margin was due to higher margin major feature films in theAsia Pacific region.

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Sales andOther

|                       |  |                               |        |                    |  |        |        |         |  |        |        |        |  |        |        |         |  |  |
|-----------------------|--|-------------------------------|--------|--------------------|--|--------|--------|---------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|                  |  | NineMonths EndedSeptember 30, |        | Increase(Decrease) |
| (inthousands)         |  | 2005                          |        | 2004               |  |   |        | %       |
| Salesand otherrevenue |  | $                             | 31,183 |               |  | $      | 28,352 |    |  | $      | 2,831  |   |  |   | 10.0   | %  |
| Costofsales           |  |                          | 18,049 |               |  |   | 16,733 |    |  |   | 1,316  |   |  |   | 7.9    | %  |
| Grossmargin           |  | $                             | 13,134 |               |  | $      | 11,619 |    |  | $      | 1,515  |   |  |   | 13.0   | %  |
| Cost%                 |  |                          | 57.9   | %             |  |   | 59.0   | %  |  |   |   |   |  |   |   |    |
|                       |

Aftertaking into account a $0.8 million increase from the positive effectsof foreign currency rate changes, sales and other revenue increased$2.0 million. Revenues from Lee Filters, with operations in both theUnited Kingdom and United States, increased $2.5 million, partiallyoffset by declines in other regions. The improvement at Lee Filters wasdue primarily to several non-recurring large-volume sales of specialeffects glasses that ended in the third quarter of 2005. The decline inother regions was due primarily to the overall decline in sales ofaccessories and consumables related to major feature filmactivity.

Cost of sales and other increased $0.7 million from thepositive effects of foreign currency rate changes, with the balance ofthe change primarily related to the increase in Lee Filtersrevenues.

OperatingCosts

|                                   |  |                                |        |                    |  |        |        |        |  |        |       |        |  |        |      |         |  |  |
|-----------------------------------|--|--------------------------------|--------|--------------------|--|--------|--------|--------|--|--------|-------|--------|--|--------|------|---------|--|--|
|                              |  | NineMonths Ended September 30, |        | Increase(Decrease) |
| (inthousands)                     |  | 2005                           |        | 2004               |  |   |        | %      |
| Selling,general andadministrative |  | $                              | 58,505 |               |  | $      | 52,290 |   |  | $      | 6,215 |   |  |   | 11.9 | %  |
| Researchanddevelopment            |  |                           | 4,289  |               |  |   | 3,999  |   |  |   | 290   |   |  |   | 7.3  | %  |
|                                   |

$1.1million of the increase in SG&A expenses were the result of foreignexchange rate changes. After taking this item into account, SG&Aexpenses increased $5.1 million compared to the corresponding period of2004. The majority of the increase related to severance costs ofapproximately $2.9 million in connection with the departure of severalsenior employees, including departures that were part of theCompany’s effort to reduce operating costs. The balance of theincrease related to additional SG&A expenses associated with theoperations of Technovision and the WFW assets.

Interest, TaxesandOther

|                              |  |                                |         |                              |  |        |         |         |  |        |        |         |  |  |
|------------------------------|--|--------------------------------|---------|------------------------------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                         |  | NineMonths Ended September 30, |         | Favorable(Unfavorable)Change |
| (inthousands)                |  | 2005                           |         | 2004                         |  |
| Interestexpense              |  | $                              | (26,484 | )                       |  | $      | (23,788 | )  |  | $      | (2,696 | )  |
| Interestincome               |  |                           | 272     |                         |  |   | 241     |    |  |   | 31     |    |
| Foreignexchangeloss          |  |                           | (1,551  | )                       |  |   | (77     | )  |  |   | (1,474 | )  |
| Refinancingexpense           |  |                           | (154    | )                       |  |   | (6,525  | )  |  |   | 6,371  |    |
| Otherincome,net              |  |                           | 1,493   |                         |  |   | 3,640   |    |  |   | (2,147 | )  |
| Incometax (provision)benefit |  |                           | (3,438  | )                       |  |   | 5,427   |    |  |   | (8,865 | )  |
|                              |

Theincrease in interest expense primarily reflected higher effectiveinterest rates during the first nine months of 2005 along with slightlyhigher average debt balances compared to the corresponding period of2004. The higher average debt balances resulted from an increase inborrowings, primarily capital leases and borrowings from affiliates,offset by scheduled principal payments of outstandingdebt.

Foreign exchange activity resulted in a larger loss for thenine months ended September 30, 2005 as compared with the nine monthsended September 30, 2004. This was primarily due to the effects of theweakening of the US$ against foreign currencies on intercompanybalances held in the United States that are denominated in thoseforeign currencies.

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Other income, net decreased due to a $1.5million gain on the sale of lighting rental equipment that was recordedin May 2004 along with a lower amount of insurance settlementgains.

Refinancing expense of $6.5 million for the nine monthsended September 30, 2004 reflects costs incurred in connection with theCompany’s January 2004 Refinancing and costs previously incurredin connection with the Company’s Prior Credit Agreement(discussed below in ‘‘Long-Term Debt’’).These costs represent lender and professional fees incurred by theCompany.

The income tax provision for the nine months endedSeptember 30, 2005 comprises income taxes on profitable foreignoperations and foreign taxes withheld in the relevant jurisdictions.The Company did not recognize any net benefit from current tax lossesas uncertainty as to future utilization resulted in an increase to theallowance against deferred tax assets in the same amount as additionaldeferred tax assets generated. For the nine months ended September 30,2004 the Company recorded a $5.4 million tax benefit from continuingoperations comprising three items: an $8.2 million benefit associatedwith domestic tax losses; a $2.1 million provision relating toprofitable foreign operations, based on application of theCompany’s effective tax rate on full-year income and foreigntaxes withheld at source; and an increase to the valuation allowanceagainst deferred tax assets of $0.7 million. See Note 7 to ConsolidatedFinancial Statements included in the Company’s Annual Report onForm 10-K for a discussion of the Company’s Tax SharingAgreements.

Liquidity and Capital Resources

The followingtable sets forth certain information from the Company’scondensed consolidated statements of cash flows for the periodsindicated (inthousands):

|                               |  |                               |         |         |  |        |        |         |  |  |
|-------------------------------|--|-------------------------------|---------|---------|--|--------|--------|---------|--|--|
|                          |  | NineMonths Ended September30, |
|                          |  | 2005                          |         | 2004    |
| Netcash provided by (usedin): |  |                          |    |    |  |   |   |    |
| Operatingactivities           |  | $                             | 5,531   |    |  | $      | 809    |    |
| Investingactivities           |  |                          | (19,374 | )  |  |   | (4,807 | )  |
| Financingactivities           |  |                          | 10,588  |    |  |   | 2,469  |    |
|                               |

Cashprovided by operating activities for the nine months ended September30, 2005, totaled $5.5 million comprised of the net loss fromcontinuing operations of $23.4 million, adjusted for depreciation andamortization of $33.2 million, and the net change in working capital(excluding cash) and other miscellaneous items of $4.3 million. Cashprovided by operating activities for the nine months ended September30, 2004, totaled $0.8 million comprised of the net loss of $17.4million, adjusted for depreciation and amortization of $29.8 million,and the net change in working capital (excluding cash) and othermiscellaneous items of $11.6 million.

Cash used in investingactivities during the nine months ended September 30, 2005 of $19.4million consisted of capital expenditures net of proceeds from assetdispositions. Cash used in investing activities for the nine monthsended September 30, 2004 was $4.8 million comprising capitalexpenditures of $18.7 million, cash payments for two acquisitionstotaling $7.8 million, net proceeds from EFILM and other dispositionsof $28.9 million, and proceeds from collection of notes receivable of$3.7 million. As a condition of the First Amendment and Waiver(discussed below under ‘‘Long-Term Debt’’),proceeds from the sale of EFILM of $25.3 million were held in an escrowaccount restricted for specified uses (including acquisitions andcertain capital expenditures). The higher level of cash used ininvesting activities was due primarily to capital expenditures relatedto the GENESIS® digital camera systems and relatedaccessories and the investing inflow in 2004 from the sale of EFILM,and permitted investments made using proceeds from the sale of EFILM.The portion of the EFILM proceeds classified as restricted cash atSeptember 30, 2004 was $10.9 million, which is also reflected as cashused in investing activities. 

Cash provided by financingactivities for the nine months ended September 30, 2005 was $10.6million, consisting of borrowings under the Second MacAndrews Line (asdefined below in ‘‘Long-Term 

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Debt’’) of $14.5 million andborrowing from third parties of $5.5 million reduced by scheduledrepayments under the Amended and Restated Credit Agreement (as definedbelow in ‘‘Long-Term Debt’’) and undercapital leases totaling $8.8 million and deferred financing costs of$0.6 million. Cash provided by financing activities for the nine-monthsended September 30, 2004 was $2.5 million, which comprised borrowingsof $135.6 million under the Amended and Restated Credit Agreement, theissuance of $100.0 million of Senior Notes (net of discount), a capitalcontribution from MacAndrews & Forbes Holdings of $22.7 million,net of transaction costs, and borrowing under the Second MacAndrewsLine of $8.0 million, partially offset by repayments of $251.0 millionunder the Prior Credit Agreement, repayments of other long-term debt of$11.3 million and deferred financing costs of $1.5million.

Long-TermDebt

9 5/8%Notes

The 9 5/8% Notes were issued at adiscount representing a yield to maturity of9 5/8%. There were no periodic or interestpayments through February 1, 2002. Thereafter, they bear interest at arate of 9 5/8% per annum, payable semi-annuallyon February 1 and August 1 of each year, commencing August 1,2002.

MacAndrews Lines

On August 13, 2003,MacAndrews & Forbes Inc., (formerly MacAndrews & ForbesHoldings Inc.) agreed to amend an existing line of credit provided toPanavision to increase the amount available for borrowing from $4.0million to $10.0 million and extend the maturity date to August 31,2006 (as amended, the ‘‘MacAndrews Line’’).In connection with an amendment to Panavision's Prior CreditAgreement (as defined below), on November 12, 2003, MacAndrews &Forbes Inc. agreed to provide a second revolving line of credit (the‘‘Second MacAndrews Line’’) in the amountof $10.0 million at a rate equal to 50 basis points above the rateprovided for in the revolving facility pursuant to the Prior CreditAgreement and a maturity date of April 15, 2004. As described below, inconnection with the January 2004 Refinancing (as defined below), (i)amounts outstanding under the MacAndrews Line were retired in exchangefor shares of new Series D Cumulative Pay-in-Kind Preferred Stock, parvalue $0.01 per share (the ‘‘Series D PreferredStock’’) and (ii) MacAndrews & Forbes Inc. increasedthe amount of the Second MacAndrews Line to $20.0 million and extendedthe maturity date to April 16, 2009. On March 30, 2005, the SecondMacAndrews Line was amended and restated to increase the amount to$32.0 million. As of September 30, 2005, Panavision had drawnapproximately $24.9 million, including accrued interest of $1.3million, under the Second MacAndrews line, leaving availability ofapproximately 7.1 million.

Prior Credit Agreement

On June 4, 1998, Panavision entered into a Credit Agreement with asyndicate of lenders (as subsequently amended on September 30, 1998,June 30, 1999, March 15, 2002, June 14, 2002, September 30, 2002, March25, 2003 and November 12, 2003, the ‘‘Prior CreditAgreement’’). Panavision’s obligations under thePrior Credit Agreement were secured by substantially all ofPanavision’s assets. The Prior Credit Agreement comprised twofacilities, the Term Facility and the Revolving Facility. As describedbelow, the Prior Credit Agreement was replaced with the Amended andRestated Credit Agreement pursuant to the January 2004Refinancing.

January 2004 Refinancing –12.50% Senior Notes Due 2009 and Amended and Restated CreditAgreement

On January 16, 2004, Panavision consummated a seriesof transactions to refinance its indebtedness under the Prior CreditAgreement (the ‘‘January 2004Refinancing’’). As part of the January 2004 Refinancing,Panavision sold, in a private placement, $104.2 million of seniorsecured notes (the ‘‘Senior Notes’’)bearing interest at a rate of 12.50%, payable quarterly, with amaturity date of January 16, 2009. The Senior Notes were sold at anoriginal issue discount of approximately 4% for an aggregatepurchase 

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price of $100.0 million. The Senior Notesare secured by a second-priority lien on substantially all of theCompany’s assets. The indenture pursuant to which the SeniorNotes were issued (the ‘‘2004 Indenture’’)requires that, among other provisions, Panavision achieve certainEBITDA levels and abide by certain other restrictive covenants,including limitations on indebtedness, liens, disposition of assets,and certain restricted payments including dividends to stockholders.Upon certain events of default under the 2004 Indenture, the SeniorNotes will bear interest at 2.5% above the rate otherwiseapplicable.

As part of the January 2004 Refinancing, Panavisionissued to PX Holding 215,274 shares of new Series D Preferred Stock inexchange for (a) 159,644 shares of Series C Cumulative Pay-in-kindPreferred Stock, par value $0.01 per share (the ‘‘SeriesC Preferred Stock’’), of Panavision, held by PX Holding(together with approximately $13.2 million of accumulated dividendsthereon); (b) $23.0 million in cash; (c) the retirement of allprincipal and interest (an aggregate of $10,180,930) owed as of January16, 2004 under the MacAndrews Line; (d) 33.3 shares of common stock ofPANY Rental Inc. (‘‘PANY Rental’’) having afair market value of $0.7 million (such that, as of January 16, 2004,Panavision owned 100% of the outstanding shares of PANY Rental);(e) the retirement of all amounts (consisting of $630,780 in principaland $82,913 in accrued and unpaid interest) owed by PANY Rental to PXHolding pursuant to a certain promissory note held by PX Holding; and(f) the retirement of all amounts (consisting of $7.8 million inprincipal and unpaid interest) owed to MacAndrews & Forbes Holdingsunder a certain promissory note in the principal amount of $6.7million, dated July 1, 2002, issued by Panavision to M & FWorldwide Corp. and subsequently acquired by MacAndrews & ForbesHoldings. Panavision also issued to PX Holding 1,381,690 shares of newSeries E Non-Cumulative Perpetual Participating Preferred Stock, parvalue $0.01 per share, (the ‘‘Series E PreferredStock’’) in exchange for 1,381,690 shares of Series ANon-Cumulative Perpetual Participating Preferred Stock, par value $0.01per share (the ‘‘Series A PreferredStock’’). As a result of the January 2004 Refinancingtransactions, all of the outstanding shares of Series A and Series CPreferred Stock were transferred to Panavision. In addition, MacAndrews& Forbes Inc. increased the amount of the Second MacAndrews Line to$20.0 million and extended the maturity date to April 16,2009.

Panavision used proceeds from the sale of the Senior Notesand the issuance of Series D Preferred Stock to reduce the indebtednessunder the Prior Credit Agreement by $115.4 million, and replaced thePrior Credit Agreement with an Amended and Restated Credit Agreement(the ‘‘Amended and Restated CreditAgreement’’) with the lenders under the Prior CreditAgreement. The Amended and Restated Credit Agreement provides for asingle term loan facility in the principal amount of $135.6 millionrepayable in quarterly installments with a final maturity of January12, 2007, except that the term facility shall be due on December 1,2005 if any of the 9 5/8% Notes remainoutstanding on that date. However, on November 14, 2005, the Lendersunder the Amended and Restated Credit Agreement agreed to extend thisDecember 1, 2005 date to January 5, 2006, provided that, on or beforeDecember 1, 2005, the Company (a) deposits into a designated account anamount not less than an amount equal to the principal outstanding andaccrued interest through the date of redemption of the9 5/8% Notes, and (b) mails a notice ofredemption to the holders of the 9 5/8% Notesindicating that the Company intends to redeem all outstanding9 5/8% Notes on or before January 5, 2006. PXHolding has committed (the‘‘9 5/8% NotesCommitment’’), in the event that the9 5/8% Notes are not repaid, retired orrefinanced prior to December 1, 2005, or the applicable provision ofthe Amended and Restated Credit Agreement is not amended by such timesuch that Panavision's term loans do not become immediately dueand payable, to provide financial support sufficient to allow therepayment, retirement or refinancing of the9 5/8% Notes. Panavision is currently in theprocess of negotiating a debt financing arrangement with PXHolding that will provide funds to enable the Company to redeemthe outstanding 9 5/8% Notes on or beforeJanuary 5, 2006, as described above.

The term facility under theAmended and Restated Credit Agreement bears interest at either the ABRor Eurodollar Rate (as defined in the Amended and Restated CreditAgreement) plus a margin of 5.25% in the case of ABR loans or6.25% in the case of Eurodollar Loans.

The term facilityunder the Amended and Restated Credit Agreement is secured onsubstantially the same basis as indebtedness under the Prior CreditAgreement. In connection with the Amended and 

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Restated Credit Agreement, Panavision paidfees to lenders and professional advisors of approximately $3.5million, including an original issue discount fee of approximately $2.0million. Approximately $3.1 million of the fees paid were expensed in2004.

Under the Amended and Restated Credit Agreement, Panavisionis required to repay $7.2 million in principal in 2005 of which $5.4million has been repaid through September 30, 2004. In addition, theCompany will be required to repay $7.2 million in 2006.

TheAmended and Restated Credit Agreement revised certain financial testsand other restrictive covenants set forth in the Prior CreditAgreement, including required EBITDA (as defined therein), limitationson indebtedness, and other provisions. As defined in the Amended andRestated Credit Agreement and 2004 Indenture, EBITDA includesadjustments for certain severance expenses, refinancing expenses,foreign exchange gainor loss, other non-cash charges and the pro formaeffect of acquisitions and dispositions.

The required level ofEBITDA, as defined in the Amended and Restated Credit Agreement and the2004 Indenture, for the last twelve months in the period endedSeptember 30, 2005, was $54.0 million pursuant to the Amended andRestated Credit Agreement and $50.0 million pursuant to the 2004Indenture. The Company met the required levels of EBITDA for thetwelve-month period ended September 30, 2005. See the discussion offuture EBITDA requirements under Liquidity Requirementsbelow.

Amendments to Amended and Restated CreditAgreement and 2004 Indenture

EFILM ProceedsAmendment

Principally to provide a mechanism for thereinvestment of the proceeds of the sale of EFILM, LLC(‘‘EFILM’’) on August 11, 2004, Panavisionand the other parties to the Amended and Restated Credit Agreemententered into an amendment and waiver to the Amended and Restated CreditAgreement (‘‘First Amendment and Waiver’’).To provide a similar mechanism for the reinvestment of the proceeds ofthe sale of EFILM under the 2004 Indenture, on August 11, 2004,Panavision and Wilmington Trust Company, as Trustee, entered into asupplemental indenture (‘‘SupplementalIndenture’’). On September 30, 2004, upon repayment of$1.3 million to Federal Financial Credit Inc. by PANY Rental with partof the proceeds of the sale of EFILM, PANY Rental and its wholly-ownedsubsidiary TFN Lighting Corp. became guarantors under the Amended andRestated Credit Agreement and the 2004 Indenture in accordance with theterms of those debt instruments.

Preferred StockExchange

On November 16, 2004, Panavision issued 30,610,810shares of common stock, par value $.01 per share, to PX Holding, inexchange for all Series D Preferred Stock and all Series E PreferredStock held by PX Holding (the‘‘Exchange’’). The Exchange was completedpursuant to a letter agreement, dated November 16, 2004, betweenPanavision and PX Holding (the ‘‘LetterAgreement’’).

In this transaction, Panavisionissued:

|              |                                                                                                                                                                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | 29,229,120 shares of CommonStock in exchange for the 215,274 shares of Series D Preferred Stockheld by PX Holding at an exchange ratio of 125 shares of Common Stockfor each $1,000 of outstanding liquidation preference or accrued andunpaid dividends, valuing the Common Stock at $8.00 per share;and |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | 1,381,690 shares of Common Stockin exchange for the 1,381,690 shares of Series E Preferred Stock heldby PX Holding. |

This transaction was unanimously approved by anindependent Special Committee of Panavision's Board of Directors.In the Letter Agreement, PX Holding agreed, among other things, tocertain restrictions on its ability to acquire Panavision'sremaining Common Stock or to transfer the shares it holds. After givingeffect to the transaction, PX Holding held approximately 96.3%of the Common Stock. The transaction followed a May 13, 2004 offer byMacAndrews & Forbes Holdings initially valuing the Common Stock at$7.00 per share.

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Following the consummation of theExchange, no shares of Series D Preferred Stock or Series E PreferredStock were outstanding. Accordingly, effective November 16, 2004,Panavision eliminated the certificates of designation for the Series DPreferred Stock and Series E Preferred Stock.

The SpecialCommittee was represented by independent counsel and retained Peter J.Solomon Company L.P. as its independent financial advisor. Inconnection with its recommendation that the Board of Directors approvethe transaction, the Special Committee received an opinion from PeterJ. Solomon Company L.P. that the consideration paid by PX Holding inthe transaction was fair, from a financial point of view, toPanavision.

In addition, in connection with the Exchange,Panavision entered into a Second Amendment and Consent, dated as ofNovember 15, 2004, with respect to Panavision's Amended andRestated Credit Agreement.

WFW AssetAcquisition

In connection with the Panavision acquisition ofthe William F. White International Inc. camera inventory in Canada (the‘‘WFW Acquisition’’), Panavision enteredinto a Third Amendment, dated as of December 29, 2004 with respect toPanavision’s Amended and Restated Credit Agreement. Inaddition, in connection with the WFW Acquisition, Panavision enteredinto a Fourth Supplemental Indenture, dated as of December 29, 2004,with respect to the 2004 Indenture.

March 2005Amendment

Panavision entered into a Fourth Amendment, datedas of March 30, 2005, to the Amended and Restated Credit Agreement andFifth Supplemental Indenture, dated as of March 30, 2005, with respectto the 2004 Indenture. This amendment and indenture supplement wasentered into principally to (a) reduce required EBITDA levels, asprovided in the Amended and Restated Credit Agreement, to $52.0million, $54.0 million, $54.0 million and $58.0 million for thetwelve-month periods ended March 31, 2005, June 30, 2005, September 30,2005 and December 31, 2005, respectively; (b) extend the date on whichthe term facility under the Amended and Restated Credit Agreement shallbe due if the 9 5/8% Notes remain outstandingfrom September 1, 2005 to December 1, 2005; (c) increase the limitationon capital expenditure, as defined in the Amended and Restated CreditAgreement, from $25.0 million to $37.5 million for the twelve-monthperiod ended December 31, 2005; and (d) permit the increase of theSecond MacAndrews Line to $32.0 million.

November 2005Amendment

Panavision entered into a Fifth Amendment, datedas of November 14, 2005, to the Amended and Restated Credit Agreement(the ‘‘Fifth Amendment’’). Prior to theFifth Amendment, the Amended and Restated Credit Agreement providedthat the final maturity of term facility shall be January 12, 2007,except that the term facility shall become due and payable on December1, 2005 if any of the 9 5/8% Notes remainoutstanding on that date. Pursuant to the Fifth Amendment, the Lendersunder the Amended and Restated Credit Agreement agreed to extend thisDecember 1, 2005 date to January 5, 2006, provided that, on or beforeDecember 1, 2005, the Company (a) deposits into a designated account anamount not less than an amount equal to the principal outstanding andaccrued interest through the date of redemption of the9 5/8% Notes, and (b) mails a notice ofredemption to the holders of the 9 5/8% Notesindicating that the Company intends to redeem all outstanding9 5/8% Notes on or before January 5, 2006.Panavision is currently in the process of negotiating a debt financingarrangement with PX Holding that will provide funds to enable theCompany to redeem the outstanding 9 5/8% Noteson or before January  5, 2006, as described above.

GE Term Loan & Security Agreement

On June 14,2005, Panavision entered into a term loan and security agreement(‘‘GE Term Loan & Security Agreement’’)with General Electric Capital Corporation(‘‘GE’’) pursuant to which GE shall makeavailable to Panavision term loans in aggregate principal amount notexceeding $10 million and 

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maturing September 14, 2006 for the purchaseof digital cameras and equipment. Panavision's obligationspursuant to the GE Term Loan & Security Agreement are guaranteed byMacAndrews & Forbes Holdings and secured by a first prioritysecurity interest in the cameras and related equipment purchased withthe proceeds of the term loans. As of September 30, 2005, there wereterm loans outstanding of approximately $4.9 million (after repaymentof $1.2 million). In October 2005, the Company borrowed anadditional $1.0 million leaving a balance of $2.9 million available tobe borrowed no later than December 31, 2005.

CapitalExpenditures

The Company intends to use cash provided byoperating activities and borrowings under the Second MacAndrews Line tomake additional capital expenditures primarily to manufacture camerasystems and accessories and purchase other rental equipment. Weanticipate incurring capital expenditures in 2005 close to but incompliance with the $37.5 million limitation under the Amended andRestated Credit Agreement. As discussed above, the limitation oncapital expenditures pursuant to the Amended and Restated CreditAgreement for 2006 reverts to $25.0 million. We anticipate that ourcapital expenditure requirements for 2006 will exceed this level, and,accordingly, we will seek an amendment of this provision during 2006.While we have been successful in negotiating required amendments to theAmended and Restated Credit Agreement in the past, we can provide noassurance that we will be successful in negotiating required amendmentsin the future.

Liquidity Requirements

Panavisionis a holding company whose principal material asset is the ownershipinterest in its subsidiaries. The Company’s principal businessoperations are conducted by its subsidiaries. Accordingly, theCompany’s source of cash to pay its obligations is expected tobe distributions with respect to its ownership interests in itssubsidiaries. There can be no assurance that its subsidiaries willgenerate sufficient cash flow to pay dividends or distribute funds tothe Company or that applicable state law and contractual restrictions,including negative covenants contained in the debt instruments of suchsubsidiaries, will permit such dividends or distributions. Pursuant tothe Amended and Restated Credit Agreement, the required level of EBITDAwill increase to $58 million for the twelve months ended December 31,2005. While the Company’s gross margin for the nine months endedSeptember 30, 2005 is approximately $9 million greater than for thesame period in the prior year, given the increase in the EBITDAcovenant level and certain increases in other expenses, the Company isunable at this time to determine whether it will be able to meet thisincreased covenant level.

In the event that the Company isunable to meet its required covenants for the period ending December31, 2005, the Company would be required to seek waivers or amendmentsof such covenants in the Amended and Restated Credit Agreement.Although the lenders under the Amended and Restated Credit Agreementhave accommodated the Company to date and the Company believes that thelenders will continue to do so, there can be no assurance that theywill continue to do so nor can there be any assurance that the Companycould successfully effect any alternate financing to replace theAmended and Restated Credit Agreement or other debt if repayment isaccelerated.

Although there can be no assurance, and subject tothe discussion above (including, but not limited to, the discussionrelating to the 9 5/8% Notes and the Amended andRestated Credit Agreement), the Company expects that cash flows fromoperations, borrowings under the Second MacAndrews Line and otherpotential sources of financing, including cash contributions and loansfrom affiliates, will be sufficient to enable the Company to meet itsanticipated operating, capital spending and debt service requirementsthrough at least the next twelve months. There is no assurance that wewill be able to obtain additional financing on terms favorable to theCompany or at all. If the Company is unable to obtain such funding, wemay be required to reduce expenditures which may require us to defer orlimit the deployment of new equipment, which, in turn, may have adetrimental effect on our results of operations. As of September 30,2005, the Company had availability under the Second MacAndrews line ofapproximately $7.1 million.

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Off-Balance SheetArrangements

The Company does not have any off-balance sheetfinancing arrangements.

Seasonality

The Company’srevenue and net income are subject to seasonal fluctuations. In NorthAmerica, the majority of episodic television programs cease filming inthe second quarter for several months, and typically resume productionin August. Feature film production activity typically reaches its peakin the third and fourth quarters.

SFAS No. 142,‘‘Goodwill and Other IntangibleAssets’’

We performed an annual impairment testrelating to our goodwill and trade name, most recently as of December31, 2004, and found that the fair values of our goodwill and our tradename were in excess of carrying value. Given the absence of indicatorsthat an earlier assessment would be required, we will perform theannual impairment test of goodwill and trade name during the fourthquarter of fiscal 2005. If the estimated fair value were found to beless than the carrying value, for example, due to adverse changes infactors such as those listed in ‘‘Forward LookingStatements’’ below, goodwill and intangible assets wouldbe written down accordingly.

Forward-LookingStatements

This quarterly report on Form 10-Q for the quarterended September 30, 2005, as well as certain of Panavision'sother public documents and electronic and oral disclosures, containsforward-looking statements that reflect management's currentassumptions and estimates of future performance and economicconditions. Such statements are made in reliance upon the safe harborprovisions of the Private Securities Litigation Reform Act of 1995.Panavision cautions investors that forward-looking statements aresubject to risks and uncertainties that may cause actual results andfuture trends to differ materially from those projected, stated, orimplied by the forward-looking statements and investors are cautionednot to place undue reliance on any forward-looking statements. Further,Panavision encourages investors to read the summary of its criticalaccounting policies included in its Annual Report on Form 10-K for theyear ended December 31, 2004 under the heading‘‘Management's Discussion and Analysis of FinancialCondition and Results of Operations — Critical AccountingPolicies,’’ as such discussion may be modified orsupplemented by subsequent reports that we file with the Securities andExchange Commission.

In addition to factors described inPanavision's Securities and Exchange Commission filings andelsewhere, the following factors could cause Panavision's actualresults to differ materially from those expressed in anyforward-looking statements made by Panavision: (a) a significantreduction in the number of feature film, commercial or seriestelevision productions; (b) competitive pressures arising from changesin technology, changing customer requirements, price competition,evolving industry standards or improvements in, and the expansion of,product offerings of Panavision's competitors; (c) unfavorableforeign currency fluctuations; (d) lower-than-expected cash flows fromoperations; (e) difficulties or delays in developing and introducingnew products or the failure of Panavision's customers to acceptnew product offerings; (f) difficulties or delays in implementingimprovements in operating efficiencies; (g) the inability to securecapital contributions or loans from affiliates, refinance itsindebtedness or to sell its equity securities; (h) significantincreases in interest rates; or (i) obtain required waivers oramendments under the Amended and Restated CreditAgreement.

Forward-looking statements speak only as of the datethey are made, and except for our ongoing obligations under the U.S.federal securities laws, we undertake no obligation to publicly updateany forward-looking statements whether as a result of new information,future events or otherwise.

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PANAVISIONINC.

Item 3.    Quantitative andQualitative Disclosures About Market Risk

We have exposure tomarket risk both as a result of changing interest rates and movementsin foreign currency exchange rates. We manage our exposure to thesemarket risks through our regular operating and financing activities.Item 7A of the Company’s Annual Report on Form 10-K for theyear ended December 31, 2004 presents quantitative and qualitativedisclosures about market risk as of December 31, 2004. As of September30, 2005, there have been no material changes in our market risk sinceDecember 31, 2004.

Item 4.    Controls andProcedures

(a)    Disclosure Controls and Procedures.    Ourmanagement, with the participation of our Chief Executive Officer andChief Financial Officer, has evaluated the effectiveness of ourdisclosure controls and procedures (as such term is defined in Rules13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, asamended (the ‘‘Exchange Act’’), as of theend of the fiscal period covered by this Quarterly Report on Form 10-Q.Based upon such evaluation, our Chief Executive Officer and ChiefFinancial Officer have concluded that, as of the end of such period,such disclosure controls and procedures are effective in accuratelyrecording, processing, summarizing and reporting, on a timely basis,information required to be disclosed by us in the reports we file orsubmit under the Exchange Act, and are effective in ensuring thatinformation required to be disclosed by us in the reports that we fileor submit under the Exchange Act is accumulated and communicated to ourmanagement, including our Chief Executive Officer and Chief FinancialOfficer, as appropriate to allow timely decisions regarding requireddisclosure.

(b) Changes in Internal Control Over FinancialReporting.    There have not been any changes in our internal controlover financial reporting (as such term is defined in Rules 13a-15(f)and 15d-15(f) under the Exchange Act) during the fiscal period to whichthis Quarterly Report on Form 10-Q relates that have materiallyaffected, or are reasonably likely to materially affect, our internalcontrol over financial reporting.

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PART II — OTHERINFORMATION

|               |                  |
|---------------|------------------|
| Item 1.  | LegalProceedings |

Panavision is not engaged in any legalproceeding other than ordinary routine litigation incidental to itsbusiness. Currently, Panavision is not involved in any legal proceedingthat it expects to have a material effect on its financial condition,results of operations, or business.

|              |                                                            |
|--------------|------------------------------------------------------------|
| Item2.  | Unregistered Sales of Equity Securities and Useof Proceeds |

None

|              |                                |
|--------------|--------------------------------|
| Item3.  | Defaults Upon SeniorSecurities |

None

|              |                                                    |
|--------------|----------------------------------------------------|
| Item4.  | Submission of Matters to a Vote of SecurityHolders |

None.

Item 5. OtherInformation

No additional information need bepresented.

|               |          |
|---------------|----------|
| Item 6.  | Exhibits |

|                     |             |
|---------------------|-------------|
| ExhibitNumber  | Description |

|         |                                         |
|---------|-----------------------------------------|
| 3  | Certificateof Incorporation andBy-Laws. |

|           |                                                                                                                                                                                                 |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1  | Restated Certificate ofIncorporation of the Company (incorporated herein by reference toExhibit 3.1 to Panavision’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 1999).** |

|           |                                                                                                                                                                             |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2  | Restated By-Laws of the Company(incorporated herein by reference to Exhibit 3.2 to Panavision’sQuarterly Report on Form 10-Q for the quarter ended March 31, 1999).** |

|         |                                                                         |
|---------|-------------------------------------------------------------------------|
| 4  | Instruments Defining the Rights ofSecurity Holders, IncludingIndentures |

|           |                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1  | Indenture, dated as ofFebruary 11, 1998, between PX Escrow and The Bank of New York, asTrustee, relating to the Company’s 9 5/8%Senior Subordinated Discount Notes Due 2006 (incorporated herein byreference to Exhibit 4.1 to Panavision’s Registration Statementon Form S-1, Registration No. 333-59363 filed with the Securities andExchange Commission on July 17, 1998).** |

|           |                                                                                                                                                                                                                                                                                                                                                        |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.2  | First Supplemental Indenturedated June 4, 1998, among PX Escrow, Panavision and the Trustee,amending the Indenture identified at Exhibit 4.1 (incorporated hereinby reference to Exhibit 4.2 to Panavision’s RegistrationStatement on Form S-1, Registration No. 333-59363 filed with theSecurities and Exchange Commission on July 17, 1998).** |

|           |                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.3  | Second Amended and RestatedSenior Subordinated Line of Credit Agreement dated January 16, 2004,amended and restated as of March 30, 2005, between Panavision Inc. andMacAndrews & Forbes Inc. (formerly MacAndrews & Forbes HoldingsInc.) (incorporated herein by reference to Exhibit 4.4 toPanavision’s Annual Report on Form 10-K for the year endedDecember 31, 2004).** |

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|                     |             |
|---------------------|-------------|
| ExhibitNumber  | Description |

|           |                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.3  | Indenture,dated as of January 16, 2004, among Panavision Inc., the subsidiaryguarantors party thereto and Wilmington Trust Company, as Trustee andCollateral Trustee, relating to Panavision’s 12.50%Senior Secured Notes due 2009 (incorporated herein by reference toExhibit 4.17 Panavision’s Annual Report on Form 10-K for theyear ended December 31, 2003).** |

|           |                                                                                                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.4  | Form of 12.50% SeniorSecured Note due 2009 (incorporated herein by reference from to Exhibit4.17 to Panavision’s Annual Report on Form 10-K for the yearended December 31, 2003).** |

|           |                                                                                                                                                                                                                                                                                                                                                                   |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.5  | Amended and Restated CreditAgreement, dated as of May 28, 1998, as amended and restated as ofJanuary 6, 2004, among Panavision Inc., the several lenders namedtherein and JP Morgan Chase Bank, as Administrative Agent (incorporatedherein by reference to Exhibit 4.19 to Panavision’s AnnualReport on Form 10-K for the year ended December 31, 2003).** |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.6  | First Amendment and Waiver,dated as of August 11, 2004, with respect to the Amended and RestatedCredit Agreement, dated as of May 28, 1998, as amended and restated asof January 16, 2004, among Panavision Inc., the several banks and otherfinancial institutions or entities from time to time parties theretoand JP Morgan Chase Bank, as Administrative Agent. (incorporated hereinby reference from Exhibit 4.21 from Panavision’s QuarterlyReport on Form 10-Q for the quarter ended September 30,2004).** |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.7  | First SupplementalIndenture and Waiver, dated as of August 11, 2004, with respect toIndenture, dated as of January 16, 2004, between Panavision Inc. thesubsidiary guarantors party thereto and Wilmington Trust Company, asTrustee and Collateral Trustee, relating to Panavision's12.50% Senior Secured Notes due 2009 (incorporated herein byreference from Exhibit 4.22 from Panavision’s Quarterly Reporton Form 10-Q for the quarter ended September 30, 2004).** |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.8  | Second Amendment and Consent,dated as of November 15, 2004, with respect to the Amended and RestatedCredit Agreement, dated as of May 28, 1998, as amended and restated asof January 16, 2004, among Panavision Inc., the several banks and otherfinancial institutions or entities from time to time parties theretoand JP Morgan Chase Bank, as administrative agent (incorporated hereinby reference from Exhibit 10.2 to Panavision’s Current Report onForm 8-K filed on November 17, 2004).** |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.9  | Third Amendment, dated as ofDecember 29, 2004, with respect to the Amended and Restated CreditAgreement, dated as of May 28, 1998, as amended and restated as ofJanuary 16, 2004, among Panavision Inc., the several banks and otherfinancial institutions or entities from time to time parties theretoand JP Morgan Chase Bank, as administrative agent (incorporated hereinby reference from Exhibit 10.1 to Panavision’s Current Report onForm 8-K filed on January 4, 2005).** |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.10  | Fourth Supplemental Indenture,dated as of December 29, 2004, with respect to the Indenture, dated asof January 16, 2004, among Panavision Inc. the subsidiary guarantorsparty thereto and Wilmington Trust Company, as Trustee and CollateralTrustee, related to Panavision’s 12.50% Senior SecuredNotes due 2009 (incorporated herein by reference from Exhibit 10.2 toPanavision’s Current Report on Form 8-K filed on January 4,2005). ** |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.11  | Fourth Amendment, datedas of March 30, 2005, with respect to the Amended and Restated CreditAgreement, dated as of May 28, 1998, as amended and restated as ofJanuary 16, 2004, among Panavision Inc., the several banks and otherfinancial institutions or entities from time to time parties theretoand JP Morgan Chase Bank, as administrative agent (incorporated hereinby reference to Exhibit 4.13 to Panavision’s Annual Report onForm 10-K for the year ended December 31, 2004) . ** |

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PANAVISIONINC.

|                     |             |
|---------------------|-------------|
| ExhibitNumber  | Description |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.12  | FifthSupplemental Indenture, dated as of March 30, 2005, with respect to theIndenture, dated as of January 16, 2004, among Panavision Inc., thesubsidiary guarantors party thereto and Wilmington Trust Company, asTrustee and Collateral Trustee, related to Panavision’s12.50% Senior Secured Notes due 2009 (incorporated herein byreference to Exhibit 4.14 to Panavision’s Annual Report on Form10-K for the year ended December 31, 2004).** |

|          |                   |
|----------|-------------------|
| 10  | MaterialContracts |

|            |                                                                                                                                                                                                                                                                                 |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1  | Employment Agreement,dated September 30, 2005, between Panavision Inc. and Ross G.Landsbaum, Executive Vice President and Chief Financial Officer(incorporated herein by reference from Exhibit 10.1 toPanavision’s Current Report on Form 8-K filed on October 5,2005)** |

|              |                               |
|--------------|-------------------------------|
| **31**  | **Section 302Certifications** |

|            |                                                                                        |
|------------|----------------------------------------------------------------------------------------|
| 31.1  | Certificationof Robert L. Beitcher, Chief Executive Officer, dated November 14,2005. * |

|            |                                                                                        |
|------------|----------------------------------------------------------------------------------------|
| 31.2  | Certification of Ross G.Landsbaum, Chief Financial Officer, dated November 14, 2005. * |

|          |                           |
|----------|---------------------------|
| 32  | Section 906Certifications |

|            |                                                                                                                                                                                                                                                                   |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 32.1  | Certifications ofRobert L. Beitcher, Chief Executive Officer, and Ross G. Landsbaum,Chief Financial Officer, dated November 14, 2005, pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002 (furnishedherewith). |

|         |                |
|---------|----------------|
| *  | Filedherewith. |

|          |                  |
|----------|------------------|
| **  | Previouslyfiled. |

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PANAVISIONINC.

SIGNATURES

**Pursuantto the requirements of the Securities Exchange Act of 1934, theRegistrant has duly caused this report to be signed on its behalf bythe undersigned thereunto dulyauthorized.**

|                                                                       |  |                    |  |                                                                    |  |  |  |  |  |  |
|-----------------------------------------------------------------------|--|--------------------|--|--------------------------------------------------------------------|--|--|--|--|--|--|
|                                                                  |  | **PANAVISIONINC.** |
|                                                                  |  |               |  |                                                               |
| Date:    November14, 2005     |  | By:                |  | /s/ ROBERTL. BEITCHER                                              |
|                                                                  |  |               |  | Robert L.BeitcherPresident andChief ExecutiveOfficer               |
|                                                                  |  |               |  |                                                               |
|                                                                  |  | By:           |  | /s/ROSS G. LANDSBAUM                                               |
|                                                                  |  |               |  | Ross G.LandsbaumExecutive Vice President andChief FinancialOfficer |
|                                                                       |

35

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