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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 30, 2004

Commission file number: 033-49598

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UNITED ARTISTS THEATRE CIRCUIT, INC.(Exact name of registrant as Specified in its Charter)

Maryland

13-1424080(State or Other Jurisdiction of
Incorporation or Organization)

(Internal Revenue Service
Employer Identification Number)7132 Regal Lane
Knoxville, TN

37918(Address of Principal Executive Offices)

(Zip Code)


Registrant's
Telephone Number, Including Area Code:865/922-1123

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

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes o    No ý

The registrant is a wholly owned subsidiary of Regal Entertainment Group. As of July 1, 2004, there were no shares of voting or non-voting
common stock held by non-affiliates of the registrant.

The
number of shares outstanding of $1.00 par value common stock at March 30, 2005 was 100 shares.

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TABLE OF CONTENTS



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|PART II 
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|PART III
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|PART IV 
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UNITED ARTISTS THEATRE CIRCUIT, INC.

PART I

Some of the information in this Form 10-K includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts
included in this Form 10-K, including, without limitation, certain statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" may constitute forward- looking statements. In some cases you can identify these "forward-looking statements" by words like "may," "will," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual
results could differ materially from those indicated in these statements. The discussion and analysis of our financial condition and results of operations found within "Management's Discussion and
Analysis of Financial Condition and Results of Operation" should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto included in Part II, Item 8 of this
Form 10-K. The Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include those
discussed in "Business" as well as those discussed elsewhere in this Form 10-K.

Item 1. BUSINESS

THE COMPANY

United Artists Theatre Company (the "Parent" or "United Artists"), a Delaware corporation organized in February 2002, is the parent company of United
Artists Theatre Circuit, Inc. ("we," "us," "our," the "Company" or "UATC"), a Maryland corporation organized in May 1926, and United Artists Realty Company ("UAR"), which is the parent
company of United Artists Properties I Corp. ("Prop I"). UATC leases certain theatres from Prop I. The terms UATC and the Company shall be deemed to include the respective subsidiaries of such entity
when used in discussions included herein regarding the current operations or assets of such entity.

United
Artists became a wholly owned subsidiary of Regal Entertainment Holdings, Inc. ("REH") through a series of transactions in April and August 2002. REH is a
wholly owned subsidiary of Regal Entertainment Group ("REG" or "Regal") who acquired Regal Cinemas Corporation ("Regal Cinemas"), United Artists, Edwards Theatres, Inc. ("Edwards") and Regal
CineMedia Corporation ("Regal CineMedia") through a series of transactions on April 12, 2002. For a detailed discussion of the transactions resulting in Regal's acquisition of its subsidiaries,
see Note 2 to the consolidated financial statements included in Part II, Item 8, of this Form 10-K. UATC, United Artists and certain of its subsidiaries emerged from
bankruptcy reorganization under Chapter 11 of Title 11 of the United States Code on March 2, 2001.

As
described in Note 1 to the consolidated financial statements, on March 28, 2003, as part of an acquisition by REG of Hoyts Cinemas Corporation ("Hoyts"), two theatre
locations and 20 screens were contributed to UATC and recorded as a capital contribution totaling approximately $12.4 million.

On
June 6, 2003, UATC completed the sale of certain leased theatres consisting of 46 theatres and 438 screens in 11 states and certain other assets under construction to United
Artists Theatre Group, LLC ("UATG"), a wholly owned subsidiary of REH. For a detailed discussion of the transactions resulting from the sale to UATG, see Note 1 to the consolidated financial
statements.

The
Company manages its business under one reportable segmenttheatre exhibition operations.

Our
Internet address is www.uatc.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K, and any amendments to these reports, are available free

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of
charge on our Internet website under the heading "Investor Relations" as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and
Exchange Commission.

DESCRIPTION OF BUSINESS

As of December 30, 2004, UATC operates 852 screens in 105 theatres in 20 states with over 31 million annual attendees. The UATC operated theatres
are managed by Regal Cinemas Inc., a wholly owned subsidiary of Regal, pursuant to a management arrangement described below. The Company primarily operates multi-screen theatres and has an
average of 8.1 screens per location. Theatre operations in seven states (California, New York, Florida, Louisiana, Texas, Mississippi and North Carolina) accounted for approximately 68.6% and 65.4% of
UATC's total theatres and screens, respectively, as of December 30, 2004 and 67.4% of UATC's theatrical revenue for the fiscal year ended December 30, 2004. The Company seeks to locate
each theatre where it will be the sole or leading exhibitor within a particular geographic film-licensing zone. Management believes that as of December 30, 2004, approximately 76.4%
of the Company's screens were located in film licensing zones in which the Company was the sole exhibitor.

The
Company has historically upgraded its theatre circuit by opening new theatres, adding new screens to existing theatres, and strategically closing and disposing of under-performing
theatres. This strategy has served to establish and enhance the Company's presence in its geographic markets. Approximately 54.9% of the Company's screens are in theatres with 10 or more screens. As
of December 30, 2004, UATC operates 24 theatres (274 screens) which offer stadium seating, representing 32.2% of UATC's screens. Virtually all of the theatres UATC has built or renovated since
1997 have been state-of-the-art, 9 to 16 screen multiplex theatres with stadium seating, high-backed rocking seats, digital sound, expanded concession
areas and other state-of-the-art design features and amenities. These state-of-the-art amenities will be included in UATC's
renovations to existing theatres as well as construction of any newly built theatres. As compared to the prior generation of non-stadium theatres, UATC believes that these theatres provide
a higher quality entertainment experience for patrons and significant operating efficiencies and improved economics for UATC.

In
connection with Regal's acquisition of its subsidiaries, as more fully described in Note 2 to the consolidated financial statements included in Part II, Item 8, of this
Form 10-K, a
management agreement was executed between Regal Cinemas Inc. and UATC under which Regal Cinemas Inc. manages the theatre operations of UATC and its subsidiaries.

INDUSTRY OVERVIEW

The domestic motion picture exhibition industry has historically maintained steady growth in revenues and attendance. Since 1965, total box office revenues have
grown at a compound annual growth rate of approximately 6% with annual attendance of approximately 1.5 billion attendees in 2004. The industry has been relatively unaffected by downturns in the
economic cycle, with total box office revenues and attendance growing in three of the last five recessions. For example, 2004 was a steady year for the film exhibition industry in which total box
office revenues of $9.5 billion approximated that of a record 2002, while attendance declined by approximately 2.4% to approximately 1.5 billion attendees.

During
the late 1990's, however, the domestic motion picture exhibition industry underwent a period of extraordinary new theatre construction and the upgrade of older theatres. From 1996
to 1999, the number of screens increased at a compound annual growth rate of approximately 8%, which was more than double the industry's screen growth rate of approximately 3.5% from 1965 to 1995. The
aggressive building strategies undertaken by exhibitors resulted in intensified competition in once stable markets and rendered many older theatres obsolete more rapidly than anticipated. This effect,
together

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with
the fact that many older theatres were under long-term, non-cancelable leases, created an oversupply of screens, which caused both attendance per screen and revenue and
operating income per screen to decline. Most major exhibitors used extensive debt financing to fund their expansion efforts and experienced significant financial challenges in 1999 and 2000.

In
2000 and 2001, substantially all of the major exhibitors of motion pictures reduced their expansion plans and implemented screen rationalization plans to close under-performing
theatres. During this period, the number of screens declined by approximately 1,800, the first screen decline since 1963. This screen count rationalization benefited exhibitors as many patrons of
closed theatres migrated to remaining theatres, which increased industry-wide attendance per screen and operating efficiencies.

The
recent industry expansion was primarily driven by major exhibitors upgrading their asset bases to an attractive megaplex format that typically included 10 or more screens per theatre
and adding enhanced features such as stadium seating, improved projection quality and superior sound systems. From 1996 to 1999, the five largest motion picture exhibitors spent over
$4.1 billion on capital expenditures to expand and upgrade their theatre circuits. As a result of the extensive capital
investment over the last several years, we believe future capital expenditures needed to maintain these modern theatres will be modest.

We
believe that another evolution of theatre formats beyond the current megaplex is unlikely to occur in the foreseeable future. We believe theatres larger than the current 10 to 18
screen megaplex are not able to generate attractive returns in most locations because of the substantial market suitability requirements to generate a level of profitability similar to the current
megaplex format. In addition, for the foreseeable future we do not believe that additional major amenities will be required to meaningfully enhance the movie-going experience. Consequently, we believe
major exhibitors have reduced capital spending as compared to the late 1990's and the rate of new screen growth has returned to historical growth patterns prior to the late 1990's expansion.

INDUSTRY TRENDS

We believe that the U.S. motion picture exhibition industry will benefit from the following trends:

Increased Marketing of New Releases by Studios.Movie studios have increased marketing expenditures
per new film at a compound annual growth rate of approximately 6% from 2001 to 2004. Because domestic movie theatres are the primary distribution channel for domestic film releases, the theatrical
success of a film is often the most important factor in establishing its value in other film distribution channels, including home video and DVD, cable television, broadcast television and
international releases. We believe that movie studios have placed an increased emphasis on theatrical success because these secondary distribution channels represent important and growing sources of
additional revenues.

Affordable and Attractive Form of Entertainment.We believe that patrons are attending movies
more frequently because movie-going is convenient, affordable and attractively priced relative to other forms of out-of-home entertainment. The average price per patron
continues to compare favorably to other out-of-home entertainment alternatives such as concerts and sporting events. Since 2000, average movie ticket prices have increased at a
compound annual growth rate of only 4%. Over the same time period, per capita movie attendance has remained relatively steady at 5.2 times per year.

Modern Facilities Lower Future Capital Requirements.We believe that the modern, 10 to 18 screen
megaplex is the appropriate size facility for most areas. Over the last several years, major exhibitors have spent substantial capital upgrading their asset bases, including the development of
the megaplex format and introducing enhanced amenities such as stadium seating and digital sound, which we believe has enhanced the movie-going experience. Given the substantial capital spent on
theatre circuit

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expansion
and facilities upgrades, we believe that major exhibitors have reduced their capital spending for new theatre construction or further upgrades.

Increasing Appeal of a Diversity of Films.The increased appeal in the breadth of films benefits
exhibitors by expanding the demographic base of moviegoers and generating greater attendance at a wider variety of movies.

Extension of Movie Release Calendar Reduces Seasonality.Distributors have increasingly staggered new
releases over more weekends as opposed to opening multiple movies on the same weekend or saving major releases for only a few holiday weekends. This trend has reduced the seasonality of box office
revenues by spreading attendance over an extended period of time, which we believe benefits exhibitors by increasing admissions and concessions revenues.

THEATRE OPERATIONS

UATC operates 852 screens in 105 theatres in 20 states as of December 30, 2004.

We
primarily operate multi-screen theatres. Our multi-screen theatre complexes typically feature auditoriums ranging from 100 to 500 seats each. As a result, our theatres appeal to a
diverse group of patrons because we offer a wide selection of films and convenient show times. In addition, many of our theatres feature modern amenities such as wall-to-wall
screens, digital stereo surround-sound, multi-station concessions stands, computerized ticketing systems, plush stadium seating with cup holders and retractable armrests, neon-enhanced
interiors and exteriors and video game areas adjacent to the theatre lobby.

Our
multi-screen theatres are designed to increase profitability by optimizing revenues per square foot and reducing the cost per square foot of operation. We vary auditorium seating
capacities within the same theatre, allowing us to exhibit films on a more cost effective basis for a longer period of time by shifting films to smaller auditoriums to meet changing attendance levels.
In addition, we realize significant operating efficiencies by having common box office, concessions, projection, lobby and
restroom facilities, which enables us to spread some of our costs, such as payroll, advertising and rent, over a higher revenue base. We stagger movie show times to reduce staffing requirements and
lobby congestion and to provide more desirable parking and traffic flow patterns. In addition, we believe that operating a theatre circuit consisting primarily of multi-screen theatres enhances our
ability to attract patrons.

The
following table details the number of locations and theatre screens in our theatre circuit ranked by the number of screens in each state as of December 30, 2004:

State

Locations

Number of ScreensNew York

18

139California

14

88Texas

8

83Mississippi

10

79Louisiana

8

62Florida

7

61Maryland

5

55North Carolina

7

45Pennsylvania

6

43New Jersey

3

31Colorado

4

30Nevada

3

26Arizona

2

21


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Arkansas

2

20Indiana

2

19Virginia

2

19Michigan

1

14Minnesota

1

7Massachusetts

1

6Georgia

1

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In
connection with the combination of the three theatre circuits, we have implemented best management practices across all of our theatres, including daily, weekly and monthly management
reports generated for each individual theatre, as well as maintaining active communication between the theatres, divisional management and corporate management. We use these management reports and
communications to closely monitor admissions and concessions revenues as well as accounting, payroll and workforce information necessary to manage our theatre operations effectively and efficiently.

We
seek experienced theatre managers and require new theatre managers to complete a comprehensive training program within the theatres and at the "Regal Entertainment University," which
is held at our theatre operating corporate office. The program is designed to encompass all phases of theatre
operations, including our operating philosophy, policies, procedures and standards. In addition, we have an incentive compensation program for theatre-level management that rewards theatre managers
for controlling operating expenses while complying with our operating standards.

In
addition, we have implemented quality assurance programs in all of our theatres to maintain clean, comfortable and modern facilities. To maintain quality and consistency within our
theatre circuit, district and regional managers regularly inspect each theatre. We also operate a "mystery shopper" program, which involves unannounced visits by unidentified customers who report on
the quality of service, film presentation and cleanliness at individual theatres.

FILM DISTRIBUTION

Domestic movie theatres are the primary initial distribution channel for domestic film releases. The theatrical success of a film is often the most important
factor in establishing its value in other film distribution channels. Motion pictures are generally made available through several alternative distribution methods after the theatrical release date,
including home video and DVD, cable television, broadcast television, international distribution and satellite and pay-per-view services. A strong opening run at the theatre
can establish a film's success and substantiate the film's revenue potential for both domestic and international distribution channels. For example, the value of home video, DVD and pay cable
distribution agreements frequently depends on the success of a film's theatrical release. As the primary distribution window for the public's evaluation of films, domestic theatrical distribution
remains the cornerstone of a film's overall financial success.

The
development of additional distribution channels has given motion picture producers the ability to generate a greater portion of a film's revenues through channels other than
theatrical release. This increased revenue potential after a film's initial theatrical release has enabled major studios and some independent producers to increase the budgets for film production and
advertising. The total cost of producing a film averaged approximately $63.6 million in 2004 compared with approximately $34.3 million in 1994, while the average cost to advertise and
promote a film averaged approximately $34.4 million in 2004 compared with approximately $16.1 million in 1994.

FILM LICENSING

Evaluation of Film.We license films on a film-by-film basis by negotiating
directly with film distributors. Prior to negotiating for a film license, we evaluate the prospects for upcoming films.

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Criteria
we consider for each film include cast, director, plot, performance of similar films, estimated film rental costs and expected rating from the Motion Picture Association of America.
Successful licensing depends greatly upon the exhibitor's knowledge of trends and historical film preferences of the residents in markets served by each theatre, as well as on the availability of
commercially successful motion pictures.

Access to Film Product.Films are licensed from film distributors owned by major film production
companies and from independent film distributors that generally distribute films for smaller production companies. Film distributors typically establish geographic film licensing zones and allocate
each available film to one theatre within that zone. Film licensing zones are primarily dependant upon population density.

In
film licensing zones where we are the sole exhibitor, we obtain film licenses by selecting a film from among those films being offered and negotiating directly with the distributor.
In zones where there is competition, a distributor will either allocate films among the exhibitors in the zone, or, on occasion, may require the exhibitors in the zone to bid for a film. When films
are licensed under the allocation process, a distributor will select an exhibitor who then negotiates film rental terms directly with the distributor. We currently do not bid for films in any film
zone.

Film Rental Fees.Film licenses typically specify rental fees based on the higher of a gross receipts
formula or a theatre admissions revenues formula. Under a gross receipts formula, the distributor receives a specified percentage of box office receipts from the exhibition of the film, a
sliding-scale percentage of box office receipts declining over the term of the film's run, or a combination thereof. Under a theatre admissions revenues formula, the distributor receives a specified
percentage of the excess of admissions revenues over a negotiated allowance for theatre expenses. Although not specifically contemplated by the provisions of film licenses, film rental fees actually
paid by us are in some circumstances adjusted subsequent to exhibition in relation to the commercial success of a film in a process known as "settlement."

Duration of Film Licenses.The duration of our film licenses are negotiated with our distributors on
a case-by-case basis. The term of our license agreements depend on performance of each film. Marketable movies that are expected to have high box office admission revenues will
generally have longer license terms than movies with more uncertain performance and popularity.

Relationship with Distributors.Many distributors provide quality first-run movies to the
motion picture exhibition industry. No single distributor dominates the market for an annual period, however according to industry sources, ten major film distributors reportedly accounted for 96% of
admissions revenues and all of the top 50 grossing films during 2003. We license films from each of the major distributors and believe that our relationships with these distributors are good. From
year to year, the revenues attributable to individual distributors will vary widely depending upon the number and popularity of films that each one distributes.

CONCESSIONS

In addition to box office admissions revenues, we generated approximately 27.1% of our total revenues from concessions sales during fiscal 2004. We emphasize
prominent and appealing concession stations designed for rapid and efficient service. We continually seek to increase concessions sales by optimizing product mix, introducing special promotions from
time to time and by offering employee training and incentive programs to up-sell and cross-sell products. We have favorable concession supply contracts and have developed an
efficient concession purchasing and distribution supply chain. Our management negotiates directly with manufacturers for many of our concession items to obtain competitive prices and to ensure
adequate supplies.

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COMPETITION

The motion picture industry is highly competitive. Motion picture exhibitors generally compete on the basis of the following competitive factors:



Our
competitors vary substantially in size, from small independent exhibitors to large national chains. As a result, our theatres are subject to varying degrees of competition in the
regions in which they operate. Our competitors, including newly established motion picture exhibitors, may build new theatres or screens in areas in which we operate, which may result in increased
competition and excess capacity in those areas. If this occurs, it may have an adverse effect on our business and results of operations.

We
also compete with other motion picture distribution channels, including home video and DVD, cable television, broadcast television and satellite and
pay-per-view services. Other technologies such as video on demand could also have an adverse effect on our business and results of operations. In addition, we compete for the
public's leisure time and disposable income with other forms of entertainment, including sporting events, concerts, live theatre and restaurants.

MARKETING AND ADVERTISING

Currently, film distributors organize and finance multimedia advertising campaigns for major film releases. To market our theatres, we utilize advertisements,
including radio advertising, and movie schedules published in newspapers and over the Internet informing our patrons of film selections and show times. Newspaper advertisements are typically displayed
in a single grouping for all of our theatres located in a newspaper's circulation area. In some of our markets we employ special marketing programs for specific films and concessions items.

In
addition, we seek to develop patron loyalty through a number of marketing programs such as free summer children's film series and cross-promotional ticket redemptions and promotions
within local communities. We currently offer these programs only in selected markets. We plan to use these programs in markets where we believe patron loyalty can be further enhanced, and we will
continue to evaluate our markets on a case-by-case basis to determine the suitability of these programs in individual regions. In addition, we have a frequent moviegoer loyalty
program, named the Regal Crown Club, in all of our markets.

MANAGEMENT INFORMATION SYSTEMS

We make extensive use of information technology (IT) for the management of our business, our theatres, and other revenue generating operations. The revenue
streams generated by attendance and concession sales are fully supported by information systems to monitor cash flow and to detect fraud and inventory shrinkage. We have expanded our ability to sell
tickets by using Internet ticketing partners and by deploying self-service customer activated terminals (CATs) in some of our higher volume theatres. The CATs can sell tickets for current
and future shows and provide the capability to retrieve tickets purchased through our Internet partners. We continue to investigate and invest in IT technologies to improve services to our patrons and
provide information to our management, allowing them to operate the theatres efficiently.

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Our
scheduling systems support the coordination needed to properly allocate our auditoriums between film showings and Regal CineMeetings and EventsSM, while also ensuring
that movie audiences view the intended advertising and that revenue is allocated to the appropriate business function. The scheduling systems also provide information electronically and automatically
to the newspapers, which allows them to publish correct show start times with approved advertising graphics. The sales and attendance information developed by the theatre systems is used directly for
film booking and settlement as well as being the primary source of data for our financial systems.

SEASONALITY

Our revenues are usually seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, studios release the most
marketable motion pictures during the summer and the holiday season. The unexpected emergence of a hit film during other periods can alter the traditional trend. The timing of movie releases can have
a significant effect on our results of operations, and the results of one quarter are not necessarily indicative of results for the next quarter or any other quarter. The seasonality of motion picture
exhibition, however, has become less pronounced in recent years as studios have begun to release major motion pictures somewhat more evenly throughout the year.

EMPLOYEES

As of March 1, 2005, we employed approximately 3,291 persons. Film projectionists at certain of the Company's theatres in the New York market are covered
by two collective bargaining agreements. The Company considers its employee relations to be good.

REGULATION

The distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. Consent
decrees effectively require major film distributors to offer and license films to exhibitors, including us, on a film-by-film and theatre-by-theatre
basis. Consequently, exhibitors cannot assure themselves of a supply of films by entering into long-term arrangements with major distributors, but must negotiate for licenses on a
film-by-film basis.

On
March 18, 2003, Reading International, Inc., Citadel Cinemas, Inc. and Sutton Hill Capital, LLC (collectively, the "Plaintiffs") filed a complaint and demand for
jury trial in the United States District Court for the Southern District of New York against Oaktree Capital Management LLC, Onex Corporation ("Loews"), Regal, United Artists, United Artists Theatre
Circuit, Inc., Loews Cineplex Entertainment Corporation, Columbia Pictures Industries, Inc., The Walt Disney Company, Universal Studios, Inc., Paramount Pictures Corporation,
Metro-Goldwyn-Mayer Distribution Company, Fox Entertainment Group, Inc., Dreamworks LLC, Stephen Kaplan and Bruce Karsh (collectively, the "Defendants") alleging various violations by the
Defendants of federal and state antitrust laws and New York common law. The Plaintiffs allege, among other things, that the consolidation of the theatre industry and alleged agreements between and
among Regal, movie distributors, and Loews, have adversely impacted their ability to exhibit first-run industry-anticipated top-grossing commercial films at their Village East
theatre in Lower Manhattan, and are seeking, among other things, a declaration that the Defendants' conduct is in violation of antitrust laws, damages, and equitable relief enjoining Defendants from
engaging in future anticompetitive conduct. On December 10, 2003, the court granted Defendants' motion to dismiss in part, thereby dismissing several of Plaintiffs' claims and dismissing Sutton
Hill as a plaintiff. On December 24, 2003, Plaintiffs amended their complaint to add Village East Limited Partnership as a Plaintiff. Management believes that the remaining allegations and
claims are without merit and intends to vigorously defend against the Plaintiffs' claims.

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Our
theatres must comply with Title III of the Americans with Disabilities Act of 1990 (the "ADA") to the extent that such properties are "public accommodations" and/or
"commercial facilities" as defined by the ADA. Compliance with the ADA requires that public accommodations "reasonably accommodate" individuals with disabilities and that new construction or
alterations made to "commercial facilities" conform to accessibility guidelines unless "structurally impracticable" for new construction or technically infeasible for alterations.
Non-compliance with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants and additional capital expenditures to remedy such
non-compliance. United Artists and several of its subsidiaries and UATG are subject to a consent decree arising from a lawsuit captioned Connie Arnold et. al. v. United Artists Theatre
Circuit, Inc. et. al. The plaintiffs alleged nationwide violations with the ADA for failure to remove barriers to access at existing theatres in a timely manner. In 1996, the parties involved
in the case entered into a settlement agreement in which United Artists agreed to remove physical barriers to access at its theatres prior to July 2001. In January 2001, the settlement
agreement was amended to, among other things, extend the completion date for barrier removal to July 2006 and require minimum expenditures of $250,000 a year for barrier removal.

From
time to time, we have received letters from the attorneys general of states in which we operate theatres regarding investigation into the accessibility of our theatres to persons
with visual or hearing impairments. We believe we provide the members of the visually and hearing impaired communities with reasonable access to the movie-going experience and, accordingly, we believe
we are in substantial compliance with all applicable regulations.

We
believe that we are in substantial compliance with all current applicable regulations relating to accommodations for the disabled. We intend to comply with future regulations in this
regard, and except as set forth above, we do not currently anticipate that compliance will require us to expend substantial funds. Our theatre operations are also subject to federal, state and local
laws governing such matters as wages, working conditions, citizenship and health and sanitation requirements. We believe that we are in substantial compliance with all of such laws.

Item 2. PROPERTIES

As of December 30, 2004, we operated 101 of our theatres pursuant to lease agreements and owned the land and buildings for 4 theatres. For a
December 30, 2004 list of the states in which we operated theatres and the number of theatres and screens operated in each such state, see the chart under "BusinessTheatre
Operations" above, which is incorporated herein by reference. The majority of our leased theatres are subject to lease agreements with original terms of 20 years or more and, in most cases,
renewal options for up to an additional 10 years. These leases provide for minimum annual rentals and the renewal options generally provide for rent increases. Some leases require, under
specified conditions, further rental payments based on a percentage of revenues above specified amounts. A majority of the leases are net leases, which require us to pay the cost of insurance, taxes
and a portion of the lessor's operating costs.

Of
the 105 owned and leased theatres, 4 theatres (8 screens) are held through a corporation that is owned 80% by UATC and one theatre (9 screens) is held by a corporation, owned 51% by
UATC. The remaining owned and leased theatres are held directly by UATC or its wholly owned subsidiaries. The master leases for theatres associated with the 1995 Sale and Leaseback transaction
involving 14 operating properties allows for the exchange and sale of obsolete theatres that are not part of the long-term business plan. Substitutions may be made under certain
conditions, during certain time periods in the future.

UATC
also manages one theatre (1 screen) located in the United States and receives a monthly management fee based on a percentage of total revenues.

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UATC
leases the land, building and equipment in the theatres owned by Prop I in accordance with a master affiliate lease. The Prop I master lease expired in 2003 and UATC exercised its
option to extend the lease for an additional ten years.

Item 3. LEGAL PROCEEDINGS

Pursuant to General Instruction G(2) to Form 10-K and Rule 12b-23 under the Securities Exchange Act of 1934, as
amended, the information required to be furnished by us under this Part I, Item 3 (Legal Proceedings) is incorporated by reference to the information contained under the captions "Bankruptcy
Claims" and "Other" in Note 9 (Commitments and Contingencies) of our notes to consolidated financial statements included in Part II, Item 8 (Financial Statements and Supplementary Data)
of this report on Form 10-K.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of UATC's sole shareholder, the Parent, during the fourth quarter ended December 30, 2004.

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PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of March 30, 2005, UATC's common stock is held entirely by the Parent. There is no established public trading market for the Company's common stock.
During 2003, UATC effected two cash dividends totaling approximately $109.2 million to the Parent. During 2004, UATC effected one cash dividend totaling approximately $21.7 million to
the Parent. UATC's ability to pay dividends is restricted by the terms of the Participation Agreement entered into in connection with the 1995 sale and leaseback transaction described in Note 7
to the accompanying consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Item 6. SELECTED FINANCIAL DATA

The following table presents selected historical financial data of UATC for the past five fiscal years. Effective March 2, 2001, UATC emerged from
protection under Chapter 11 of the U.S. Bankruptcy Code pursuant to a reorganization plan that provided for the discharge of significant financial obligations. In accordance with AICPA Statement of
Position 90-7, UATC adopted fresh start reporting whereby UATC's assets, liabilities and new capital structure were adjusted to reflect estimated fair values as of March 1, 2001.
For the periods prior to March 2, 2001, the assets and liabilities of UATC and the related consolidated results of operations are referred to below as "Predecessor Company," and for periods
subsequent to March 1, 2001, the assets and liabilities of UATC and the related consolidated results of operations are referred to as the "Reorganized Company." As a result of the above, the
financial data of the Predecessor Company is not comparable to the financial data of the Reorganized Company. The following selected historical consolidated financial data set forth below should be
read in conjunction with, and are qualified in their entirety by, "Management's Discussion

13

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and
Analysis of Financial Condition and Results of Operations" and UATC's consolidated financial statements and notes thereto included elsewhere in this document (in millions, except operating
data).

|                                                     |  | Reorganized Company(2) |       | Predecessor Company(1) |  
|---------------------------------------------------- |  | ---------------------- | ----- | ---------------------- | -
|
|Summary of operations data:                          |  |                        |       |                        |  
|Total operating revenue                              |  | $                      | 293.3 |                        | $
|Income (loss) from operations                        |  |                        | 9.6   |                        |  
|Net income (loss)                                    |  |                        | (0.7  | )                      |  
|Balance sheet data at period end:                    |  |                        |       |                        |  
|Cash and cash equivalents                            |  | $                      | 35.5  |                        | $
|Total assets                                         |  |                        | 174.9 |                        |  
|Total debt(3)                                        |  |                        | 5.4   |                        |  
|Stockholder's equity (deficit)                       |  |                        | 92.5  |                        |  
|Other financial Data                                 |  |                        |       |                        |  
|Cash flow provided by (used in) operating activities |  | $                      | 35.1  |                        | $
|Cash flow provided by (used in) investing activities |  |                        | (5.8  | )                      |  
|Cash flow provided by (used in) financing activities |  |                        | (15.6 | )                      |  
|Operating data(4):                                   |  |                        |       |                        |  
|Theatre locations                                    |  |                        | 105   |                        |  
|Screens                                              |  |                        | 852   |                        |  
|Average screens per location                         |  |                        | 8.1   |                        |  
|Attendance (in millions)                             |  |                        | 31.4  |                        |  
|Average ticket price                                 |  | $                      | 6.50  |                        | $
|Average concessions per patron                       |  |                        | 2.53  |                        |  

---

14

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements of UATC and the notes
thereto included elsewhere in this report on Form 10-K.

Overview and Basis of Presentation

As of December 30, 2004, UATC operates 852 screens in 105 theatres in 20 states with over 31 million annual attendees. The UATC operated theatres
are managed by Regal Cinemas Inc., a wholly owned subsidiary of Regal, pursuant to a management arrangement described below. The Company primarily operates multi-screen theatres and has an
average of 8.1 screens per location. Theatre operations in
seven states (California, New York, Florida, Louisiana, Texas, Mississippi and North Carolina) accounted for approximately 68.6% and 65.4% of UATC's total theatres and screens, respectively, as of
December 30, 2004 and 67.4% of UATC's theatrical revenue for the fiscal year ended December 30, 2004. The Company seeks to locate each theatre where it will be the sole or leading
exhibitor within a particular geographic film-licensing zone. Management believes that as of December 30, 2004, approximately 76.4% of the Company's screens were located in film
licensing zones in which the Company was the sole exhibitor.

United
Artists became a wholly owned subsidiary of REH through a series of transactions in April and August 2002. REH is a wholly owned subsidiary of Regal who acquired
Regal Cinemas, United Artists, Edwards and Regal CineMedia through a series of transactions on April 12, 2002. For a detailed discussion of the transactions resulting in Regal's acquisition of
its subsidiaries, see Note 2 to the consolidated financial statements included in Part II, Item 8, of this Form 10-K.

The
Company generates revenues primarily from admissions and concession sales. Additional revenues are generated by on-screen advertisements, rental of theatres for business
meetings, concerts and other events distributed on a live or pre-recorded basis by Regal CineMedia under an arrangement between UATC and Regal CineMedia described in Note 5 to the
consolidated financial statements included in Part II, Item 8 of this Form 10-K, electronic video games located adjacent to the lobbies of certain of the Company's theatres and
vendor marketing programs. Film rental costs depend on a variety of factors including the prospects of a film, the popularity of a film and the length of time since the film's release and generally
decline as a percentage of admission revenues the longer a film is in exhibition. Because the Company purchases certain concession items, such as fountain drinks and popcorn, in bulk and not
pre-packaged for individual servings, the Company is able to improve its margins by negotiating volume discounts. Other operating expenses consist primarily of theatre labor and occupancy
costs.

In
order to provide a meaningful basis of comparing the fiscal years ended December 30, 2004, January 1, 2004 and December 26, 2002, for purposes of the
following tables and discussion, the operating results for the fifty-two weeks ended December 30, 2004 ("Fiscal 2004 Period") are compared to the fifty-three weeks ended
January 1, 2004 ("Fiscal 2003 Period") and the fifty-one weeks ended December 26, 2002 ("Fiscal 2002 Period").

For
a summary of industry trends relevant to the Company, see "Business-Industry Trends" above and "Management Discussion and Analysis of Financial Condition and Results of Operations"
below.

Results of Operations

Based on our review of industry sources, national box office revenues were estimated to have increased approximately one percent for the calendar year of 2004
over the calendar year of 2003. We believe that the slight increases in national 2004 box office revenues resulted from increased average ticket prices per patron, partially offset by a slight decline
in national attendance. The increase in

15

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average
ticket price per patron is primarily attributable to increases in ticket prices and a favorable first quarter 2004 film mix consisting of a higher percentage of R-rated films,
which resulted in sales of a greater proportion of full price tickets. Throughout the remainder of 2004, the film mix shifted to a more family-oriented and concession-friendly product, which moderated
average ticket prices but favorably impacted average concession revenues per patron. The lackluster performance of certain holiday films during the fourth quarter of 2004 in comparison to holiday
films of the fourth quarter of 2003 contributed to the overall decline in national attendance during 2004.

Our
total revenues for the Fiscal 2004 Period were $293.3 million, a 31.9% decrease compared to total revenues of $430.6 million for the Fiscal 2003 Period. The Fiscal 2003
Period results include the benefit of the results of operations of the 46 theatres sold to UATG for five months of the year until the theatres were sold on June 6, 2003. In addition, the
results for the Fiscal 2003 Period were positively impacted by the timing of our fiscal 2003 calendar which consisted of fifty-three weeks compared to fifty-two weeks in the Fiscal 2004
Period. The Fiscal 2004 Period results include the benefit of the results of operations of the two contributed Hoyts theatres for all periods, whereas the results of operations of the two Hoyts
theatres were excluded from the first three months of the Fiscal 2003 Period because the two Hoyts theatres were not contributed until March 28, 2003. During the Fiscal 2004 Period we
closed 83 underperforming screens. As a net result of the above factors, the Fiscal 2004 Period box office results were negatively impacted by a decline in attendance of approximately 31.9%, partially
offset by a 1.4% increase in average ticket prices per patron due to increases in retail ticket prices and sales of a greater proportion of full-price tickets from R-rated
films during the first quarter of the Fiscal 2004 Period. During the Fiscal 2004 Period, we achieved growth in average concession revenues per patron. The growth in average concession revenues per
patron was benefited by price increases and a return to family-oriented and concession-friendly film product in the second and third quarters of the Fiscal 2004 Period. Income from operations for the
Fiscal 2004 Period was $9.6 million, a 75.6% decrease compared to income from operations of $39.4 million for the Fiscal 2003 Period. For an understanding of the significant factors that
influenced our performance during the past three fiscal years, the preceding and following discussion should be read in conjunction with the consolidated financial statements and the notes thereto
presented in this Form 10-K.

We
remain optimistic regarding the 2005 film slate and share the view of a number of film studio executives and analysts who believe the industry is poised to benefit from another year
of solid box office performance. Evidenced by the film studios' continued efforts to promote and market upcoming
film releases, 2005 appears to be another year of high-profile releases such asWar of the Worlds,King
Kong,Star Wars: Episode III, Harry Potter and the Goblet of FireandBatman
Begins.

With
respect to capital expenditures, due in part to the timing of certain construction projects, we expect theatre capital expenditures to be in the range of $5.0 million to
$10.0 million for fiscal 2005, primarily consisting of expansion of existing theatre facilities, upgrades and maintenance.

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The
following table sets forth for the fiscal periods indicated the percentage of total revenues represented by certain items reflected in UATC's consolidated statements of operations
for the Fiscal 2004 Period, Fiscal 2003 Period and the Fiscal 2002 Period:

|                       |                                                                   | Fiscal 2004 Period       |      | Fiscal 2003 Period |      | Fiscal 2002 Period |     
|---------------------- | ----------------------------------------------------------------- | ------------------------ | ---- | ------------------ | ---- | ------------------ | ----
|Revenues:              |                                                                   |                          |      |                    |      |                    |     
|                       | Admissions                                                        |                          | 69.6 | %                  | 68.6 | %                  | 68.0
|                       | Concessions                                                       |                          | 27.1 |                    | 26.8 |                    | 27.8
|                       | Other operating revenues                                          |                          | 3.3  |                    | 4.6  |                    | 4.2 
|                       |                                                                   |                          |      |                    |      |                    |     
|                       |                                                                   | Total revenues           |      | 100.0              |      | 100.0              |     
|Operating expenses:    |                                                                   |                          |      |                    |      |                    |     
|                       | Film rental and advertising costs                                 |                          | 36.0 |                    | 35.9 |                    | 36.5
|                       | Cost of concessions                                               |                          | 4.0  |                    | 3.9  |                    | 3.9 
|                       | Other operating expenses                                          |                          | 41.5 |                    | 38.8 |                    | 37.9
|                       | Sale and leaseback rentals                                        |                          | 5.3  |                    | 3.9  |                    | 3.2 
|                       | General and administrative expenses                               |                          | 3.0  |                    | 3.0  |                    | 4.1 
|                       | Depreciation and amortization                                     |                          | 4.7  |                    | 4.4  |                    | 4.7 
|                       | Loss on disposal and impairments of operating assets              |                          | 0.6  |                    | 0.2  |                    | 0.7 
|                       | Restructure costs and amortization of deferred stock compensation |                          | 1.0  |                    | 0.8  |                    | 0.8 
|                       | Loss on lawsuit settlement                                        |                          | 0.6  |                    |     |                    |    
|                       |                                                                   |                          |      |                    |      |                    |     
|                       |                                                                   | Total operating expenses |      | 96.7               |      | 90.9               |     
|                       |                                                                   |                          |      |                    |      |                    |     
|Income from operations |                                                                   | 3.3                      | %    | 9.1                | %    | 8.2                | %   
|                       |                                                                   |                          |      |                    |      |                    |     



The following table summarizes revenues and revenue-related data for the Fiscal 2004 Period, Fiscal 2003 Period and the Fiscal 2002 Period (in millions,
except averages):

|                               |                | Fiscal 2004 Period |       | Fiscal 2003 Period |   | Fiscal 2002 Period
|------------------------------ | -------------- | ------------------ | ----- | ------------------ | - | ------------------
|Admissions                     |                | $                  | 204.2 |                    | $ | 295.5             
|Concessions                    |                |                    | 79.5  |                    |   | 115.2             
|Other operating revenues       |                |                    | 9.6   |                    |   | 19.9              
|                               |                |                    |       |                    |   |                   
|                               | Total revenues |                    | $     | 293.3              |   | $                 
|                               |                |                    |       |                    |   |                   
|Attendance                     |                |                    | 31.4  |                    |   | 46.1              
|Average ticket price           |                | $                  | 6.50  |                    | $ | 6.41              
|Average concessions per patron |                | $                  | 2.53  |                    | $ | 2.50              

Admissions

Total admission revenues decreased $91.3 million, or 30.9% to $204.2 million for the Fiscal 2004 Period, from $295.5 million for the Fiscal
2003. The Fiscal 2003 Period results include the benefit of the results of operations of the 46 theatres sold to UATG for five months of the year until the theatres were sold on June 6,
2003. In addition, the results for the Fiscal 2003 Period were positively impacted by the timing of our fiscal 2003 calendar which consisted of fifty-three weeks compared to fifty-two
weeks in the Fiscal 2004 Period. During the Fiscal 2004 Period the Company closed 83 underperforming screens. Partially offsetting the sale of the 46 theatres to UATG and the closing of
underperforming screens, the Fiscal 2004 Period results benefited from the results of operations of the

17

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two
contributed Hoyts theatres, whereas the results of operations of the two Hoyts theatres were excluded from the first three months of the Fiscal 2003 Period because the two Hoyts theatres
were not contributed until March 28, 2003. As a net result of the above factors, the Fiscal 2004 Period box office results were negatively impacted by a net decline in attendance of
approximately 31.9%, partially offset by a 1.4% increase in average ticket prices per patron due to increases in retail ticket prices and sales of a greater proportion of full-price
tickets from R-rated films during the first quarter of the Fiscal 2004 Period.

Total
admission revenues decreased $95.3 million, or 24.4% to $295.5 million for the Fiscal 2003 Period, from $390.8 million for the Fiscal 2002 Period. The decrease
in admissions revenues in the Fiscal 2003 Period compared to the Fiscal 2002 Period was primarily attributable to a 28.1% decrease in attendance, which was principally due to the results of the sale
of the 46 theatres to UATG on June 6, 2003, and the net closure of 147 screens during the Fiscal 2003 Period, partially offset by the impact of the two additional weeks of operating results
during the Fiscal 2003 Period compared to the Fiscal 2002 Period and the inclusion of the two Hoyts theatres from March 28, 2003. These box office results were favorably impacted by a 5.3%
increase in average ticket prices, which reflected actual price increases and the impact of a favorable film product mix.

Concessions

Total concessions revenues decreased $35.7 million or 31.0% to $79.5 million for the Fiscal 2004 Period, from $115.2 million for the Fiscal
2003 Period. The decrease in concessions revenues in the Fiscal 2004 Period compared to the Fiscal 2003 Period was due to a 31.9% decrease in attendance, partially offset by a 1.2% increase in average
concession revenues per patron. The net increase in Fiscal 2004 Period concession revenues per patron is primarily attributable to price increases and a favorable film product mix in the second and
third quarters of the Fiscal 2004 Period.

Total
concessions revenues decreased $44.5 million or 27.9% to $115.2 million for the Fiscal 2003 Period, from $159.7 million for the Fiscal 2002 Period. The
decrease in concessions revenues in the Fiscal 2003 Period compared to the Fiscal 2002 Period was due to a 28.1% decrease in attendance resulting from the sale of the 46 theatres to UATG on
June 6, 2003 and the net closure of 147 screens during the Fiscal 2003 Period. Concession revenues per patron for the Fiscal 2003 Period approximated that of the Fiscal 2002 Period which was
primarily attributable to the film product mix, which was comprised of a higher proportion of R-rated and PG-13 rated films. Such films typically result in lower concession
revenues per patron.

Other Operating Revenues

Total other operating revenues decreased $10.3 million, or 51.8%, to $9.6 million for the Fiscal 2004 Period, from $19.9 million for the
Fiscal 2003 Period. Included in other operating revenues are on-screen advertising revenues, business meetings and concert event revenues generated by Regal CineMedia under an arrangement
between UATC and Regal CineMedia described in Note 5 to the consolidated financial statements included in Part II, Item 8 of this form 10-K. Also included in other
operating revenues are marketing revenues from certain of the Company's vendor marketing programs and game revenues. The decrease in other operating revenues was primarily the result of a decrease in
certain vendor marketing programs, the closure of 83 underperforming screens during the Fiscal 2004 Period and the sale of the 46 theatres to UATG on June 6, 2003. The decrease in other
operating revenues was partially offset by the inclusion of the two Hoyts theatres for a full Fiscal 2004 Period.

Total
other operating revenues decreased $4.4 million, or 18.1%, to $19.9 million for the Fiscal 2003 Period, from $24.3 million for the Fiscal 2002 Period. Included
in other operating revenues are on-screen advertising revenues and the marketing revenues from certain of the Company's vendor marketing programs. The decrease in other operating revenues
was primarily due to the lower

18

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attendance
as a result of the sale of the 46 theatres to UATG on June 6, 2003, partially offset by increases in advertising revenues from vendor marketing programs and the inclusion of the two
Hoyts theatres from March 28, 2003.

Operating Expenses

The following table summarizes certain operating expenses for the Fiscal 2004 Period, Fiscal 2003 Period and the Fiscal 2002 Period (dollars in millions):

|                                       |  | Fiscal 2004 Period |       | Fiscal 2003 Period |      | Fiscal 2002 Period |  
|-------------------------------------- |  | ------------------ | ----- | ------------------ | ---- | ------------------ | -
|
|Film rental and advertising costs(1)   |  | $                  | 105.7 |                    | 51.8 | %                  | $
|Cost of concessions(2)                 |  |                    | 11.8  |                    | 14.8 | %                  |  
|Other theatre operating expenses(3)    |  |                    | 121.7 |                    | 41.5 | %                  |  
|Sale and leaseback rentals(3)          |  |                    | 15.4  |                    | 5.3  | %                  |  
|General and Administrative expenses(3) |  |                    | 8.8   |                    | 3.0  | %                  |  

---

Film Rental and Advertising Costs

Film rental and advertising costs decreased $48.9 million, or 31.6%, to $105.7 million in the Fiscal 2004 Period, from $154.6 million in the
Fiscal 2003 Period. Film rental and advertising costs as a percentage of admissions revenues decreased to 51.8% in the Fiscal 2004 Period as compared to 52.3% in the Fiscal 2003 Period. The decrease
in film rental and advertising costs as a percentage of box office revenues during the Fiscal 2004 Period is a result of a favorable film product mix and a continued focus on managing advertising
costs.

Film
rental and advertising costs decreased $54.9 million, or 26.2%, to $154.6 million in the Fiscal 2003 Period, from $209.5 million in the Fiscal 2002 Period. Film
rental and advertising costs as a percentage of admissions revenues decreased slightly to 52.3% in the Fiscal 2003 Period as compared to 53.6% in the Fiscal 2002 Period as a result of a decline in
advertising expense and a lower percentage of box office revenues being derived from higher grossing films. The decrease in film rental and advertising costs during the Fiscal 2003 Period was
primarily attributable to the results of the sale of the 46 theatres to UATG on June 6, 2003 and the net closure of 147 screens during the Fiscal 2003 Period, partially offset by the inclusion
of the two Hoyts theatres from March 28, 2003 and the impact of two additional weeks of operating results during the Fiscal 2003 Period.

Cost of Concessions

Cost of concessions decreased $4.8 million, or 28.9% to $11.8 million in the Fiscal 2004 Period, from $16.6 million in the Fiscal 2003 Period
due primarily to the results of the sale of the 46 theatres to UATG on June 6, 2003, and the net closure of 83 screens during the Fiscal 2004 Period. Cost of concessions as a percentage of
concession revenues increased to 14.8% in the Fiscal 2004 Period as compared to 14.4% in the Fiscal 2003 Period. The increase in the cost of concessions as a percentage of concession revenues in the
Fiscal 2004 Period was primarily attributable to the mix of concession product coupled with increases in promotional costs.

Cost
of concessions decreased $5.5 million, or 24.9% to $16.6 million in the Fiscal 2003 Period, from $22.1 million in the Fiscal 2002 Period due primarily to the
results of the sale of the 46 theatres

19

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to
UATG on June 6, 2003 and the net closure of 147 screens during the Fiscal 2003 Period. Cost of concessions as a percentage of concession revenues increased to 14.4% in the Fiscal 2003 Period
as compared to 13.8% in the Fiscal 2002 Period. The increase in the cost of concessions as a percentage of concession revenues in the Fiscal 2003 Period was primarily attributable to product mix,
partially offset by the realization of operating efficiencies realized through the 2002 integration of the three theatre circuits.

Other Theatre Operating Expenses

Other theatre operating expenses decreased $45.5 million, or 27.2% to $121.7 million in the Fiscal 2004 Period, from $167.2 million in the
Fiscal 2003 Period. The decrease in total other theatre operating expenses in the Fiscal 2004 Period was primarily due to the result of the sale of the 46 theatres to UATG on June 6, 2003, the
impact of one additional week of operating results during the Fiscal 2003 Period and the net closure of 83 screens during the Fiscal 2004 Period. Other theatre operating expenses as a percentage of
total revenues increased to 41.5% in the Fiscal 2004 Period, as compared to 38.8% in the Fiscal 2003 Period. The increase in other theatre operating expenses as a percentage of total revenues in the
Fiscal 2004 Period was primarily due to the fixed cost nature of certain operating expenses, coupled with a decline in total revenues during the Fiscal 2004 Period.

Other
theatre operating expenses decreased $50.9 million, or 23.3% to $167.2 million in the Fiscal 2003 Period, from $218.1 million in the Fiscal 2002 Period. The
decrease in total other theatre operating expenses in the Fiscal 2003 Period was primarily due to the result of the sale of the 46 theatres to UATG on June 6, 2003, the net closure of 147
screens during the Fiscal 2003 Period and the operating
efficiencies realized through the 2002 integration of the three theatre circuits, partially offset by the impact of two additional weeks of operating results during the Fiscal 2003 Period. Other
theatre operating expenses as a percentage of total revenues increased to 38.8% in the Fiscal 2003 Period, as compared to 37.9% in the Fiscal 2002 Period. The increase in other theatre operating
expenses as a percentage of total revenues in the Fiscal 2003 Period was primarily due to the fixed cost nature of certain operating expenses, coupled with a decrease in total revenues.

Sale and Leaseback Rentals

Sale and leaseback expenses decreased $1.3 million, or 7.8% to $15.4 million during the Fiscal 2004 Period, from $16.7 million in the Fiscal
2003 Period. The decrease in sale and leaseback expenses in the Fiscal 2004 Period was due to a decrease in rent expense related to the sale of certain underperforming properties during the Fiscal
2004 Period as described in Note 7 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Sale
and leaseback expenses decreased $1.5 million, or 8.2% to $16.7 million during the Fiscal 2003 Period, from $18.2 million in the Fiscal 2002 Period. The
decrease in sale and leaseback expenses in the Fiscal 2003 Period was due to a decrease in rent expense related to the sale of certain underperforming properties during the Fiscal 2003 Period as
described in Note 7 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

General and Administrative Expenses

General and administrative expenses decreased $4.1 million, or 31.8%, to $8.8 million during the Fiscal 2004 Period, from $12.9 million in
the Fiscal 2003 Period. As a percentage of total revenues, general and administrative expenses were approximately 3.0% for both the Fiscal 2004 and Fiscal 2003 Periods. Included in general and
administrative expenses are management fees associated with the management agreement between Regal Cinemas, Inc. and UATC under which Regal Cinemas, Inc. manages the theatre operations
of UATC. The decrease in general and administrative expenses during the Fiscal 2004 Period was primarily due to the reduction in management fee costs incurred during the

20

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Fiscal
2004 Period resulting from the decrease in total revenues during the Fiscal 2004 Period compared to the Fiscal 2003 Period.

General
and administrative expenses decreased $10.6 million, or 45.1%, to $12.9 million during the Fiscal 2003 Period, from $23.5 million in the Fiscal 2002 Period.
As a percentage of total revenues, general
and administrative expenses were approximately 3.0% and 4.1% in the Fiscal 2003 and Fiscal 2002 Periods, respectively. Included in general and administrative expenses are management fees associated
with the management agreement between Regal Cinemas, Inc. and UATC under which Regal Cinemas, Inc. manages the theatre operations of UATC. The decrease in general and administrative
expenses during the Fiscal 2003 Period was primarily due to the reduction in management fee costs incurred during the Fiscal 2003 period resulting from the decrease in total revenues during the Fiscal
2003 compared to the Fiscal 2002 Period.

Depreciation and Amortization

Depreciation and amortization decreased $5.3 million, or 27.9%, to $13.7 million in the Fiscal 2004 Period, from $19.0 million in the Fiscal
2003 Period. The decrease in depreciation and amortization during the Fiscal 2004 Period was primarily due to the sale of the 46 theatres to UATG on June 6, 2003 and the net closure of 83
screens during the Fiscal 2004 Period.

Depreciation
and amortization decreased $8.0 million, or 29.6%, to $19.0 million in the Fiscal 2003 Period, from $27.0 million in the Fiscal 2002 Period. The
decrease in depreciation and amortization during the Fiscal 2003 Period was primarily due to the sale of the 46 theatres to UATG and the net closure of 147 screens during the Fiscal 2003 Period.

Loss on Disposal and Impairment of Operating Assets

The Company evaluates assets for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash
flows. If the sum of the expected future cash flows, undiscounted and without interest charges, is less than the carrying amount of the asset, the Company recognizes an impairment charge in the amount
by which the carrying value of the assets exceeds their fair market value. The fair value of assets is determined using the present value of the estimated future cash flows or the expected selling
price less selling costs for assets of which the Company expects to dispose. The Company periodically sells properties relating to under-performing theatres and other non-theatre real
estate, along with equipment from closed theatres that can not be used at other locations. UATC recorded a loss on the disposal and impairment of operating assets of $1.8 million,
$0.8 million and $4.0 million, for the Fiscal 2004 Period, the Fiscal 2003 Period and the Fiscal 2002 Period, respectively.

Restructure Costs and Amortization of Deferred Stock Compensation

Restructure costs relate to the Company's restructuring and severance plan charges associated with the combination of the Company with other theatre companies
also controlled by Regal. A total of $0.2 million, $0.8 million and $2.9 million were recorded as restructuring costs for the Fiscal 2004 Period, the Fiscal 2003 Period and the
Fiscal 2002 Period, respectively. During the Fiscal 2004 Period, the Fiscal 2003 Period and the Fiscal 2002 Period amortization of deferred stock compensation of $2.8 million,
$2.6 million and $1.8 million, respectively was recorded.

Income from Operations

Income from operations totaled approximately $9.6 million for the Fiscal 2004 Period, which represents a decrease of $29.8 million, or 75.6% from $
39.4 million for the Fiscal 2003 Period. The decrease in income from operations during the Fiscal 2004 Period was primarily attributable to the sale of the 46 theatres to UATG during the Fiscal
2003 Period, the net closure of 83 screens during the

21

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Fiscal
2004 Period, the timing of our Fiscal 2004 calendar in comparison to the Fiscal 2003 Period calendar and the loss on a lawsuit settlement arising from the exhibition of a film, partially offset
by a reduction of restructuring expenses and the inclusion of the two Hoyts theatres for a full Fiscal 2004 Period.

Income
from operations decreased $8.3 million, or 17.4% to $39.4 million for the Fiscal 2003 Period, from $47.7 million for the Fiscal 2002 Period. Income from
operations as a percentage of total revenue increased to 9.2% for the Fiscal 2003 Period from 8.3% for the Fiscal 2002 Period. The decrease in income from operations for the Fiscal 2003 Period was due
primarily to the sale of the 46 theatres to UATG, partially offset by two additional weeks of operating results during the Fiscal 2003 Period and the inclusion of the two Hoyts theatres from
March 28, 2003.

Interest Expense, Net

Net interest expense decreased $9.0 million, or 93.8% to $0.6 million for the Fiscal 2004 Period, from $9.6 million for the Fiscal 2003
Period. The decrease in net interest expense during the Fiscal 2004 Period was primarily due to the Company's repayment of the note payable to the Parent in June 2003 using funds obtained from
the sale of 46 theatres to UATG.

Net
interest expense decreased $10.4 million, or 52.0% to $9.6 million for the Fiscal 2003 Period, from $20.0 million for the Fiscal 2002 Period. The decrease in net
interest expense during the Fiscal 2003 Period was primarily due to the Company's repayment of the note payable to the Parent in June 2003 using funds obtained from the sale of 46 theatres to
UATG.

Loss on Extinguishment of Debt

As part of the payoff of UATC's term facility and revolving credit facility during May 2002, deferred loan costs of $1.4 million were written off
during the Fiscal 2002 Period.

Income Taxes

The provision for income taxes decreased $9.2 million, or 80.0% to $2.3 million for the Fiscal 2004 Period, from $11.5 million for the Fiscal
2003 Period. Accordingly, the effective tax rate was 143.8% and 39.2% for the Fiscal 2004 and Fiscal 2003 Periods, respectively. The increase in the effective tax rate was primarily attributable to a
nondeductible loss recorded as a result of the purchase by UATC of a partnership interest in one of its subsidiaries on March 29, 2004 as described in Note 1 to the consolidated
financial statements included in Part II, Item 8 of this Form 10-K, as well as certain other nondeductible expenses, including minority interest.

The
provision for income taxes increased $0.2 million, or 1.8% to $11.5 million for the Fiscal 2003 Period, from $11.3 for the Fiscal 2002 Period. Accordingly the effective
tax rate was 39.2% and 43.8% for the Fiscal 2003 and the Fiscal 2002 Periods, respectively. The decline in the effective tax rate was primarily attributable to the impact of certain 2002 nondeductible
restructuring expenses and minority interest.

Net Income (Loss)

Net income decreased $18.5 million to a net loss of ($0.7) million for the Fiscal 2004 Period, from $17.8 million for the Fiscal 2003 Period.
The decrease in net income for the Fiscal 2004 Period was attributable to the decrease in income from operations, increase in minority interest expense and the expense related to the purchase of the
partnership interests in one of the Company's subsidiaries, partially offset by the decrease in interest expense and decrease in the provision for income taxes, as discussed above.

22

---





Net income increased $3.3 million, or 22.8% to $17.8 million for the Fiscal 2003 Period, from $14.5 million for the Fiscal 2002 Period. The increase in net income in
the Fiscal 2003 Period was primarily attributable to the decrease in interest expense, partially offset by the decrease in operating income, increase in minority interests expense and the increase in
the provision for income taxes during the Fiscal 2003 Period.

Cash Flows

The following table summarizes certain cash flow data for the Fiscal 2004, 2003 and 2002 Periods (dollars in millions):

|                                                     |  | Fiscal 2004 Period |       | Fiscal 2003 Period |   | Fiscal 2002 Period |  
|---------------------------------------------------- |  | ------------------ | ----- | ------------------ | - | ------------------ | -
|Net cash provided by operating activities            |  | $                  | 35.1  |                    | $ | 46.9               |  
|Net cash provided by (used in) investing activities  |  |                    | (5.8  | )                  |   | 307.2              |  
|Net cash provided by (used in) financing activities  |  |                    | (15.6 | )                  |   | (389.3             | )
|                                                     |  |                    |       |                    |   |                    |  
|Net increase (decrease) in cash and cash equivalents |  |                    | 13.7  |                    |   | (35.2              | )
|                                                     |  |                    |       |                    |   |                    |  



Cash flows generated from operating activities were approximately $35.1 million for the Fiscal 2004 Period compared to approximately $46.9 million
for the Fiscal 2003 Period. The $11.8 million net decrease was attributable to a $18.5 million decrease in net income along with a net decrease of $12.0 million in adjustments to
reconcile net income to cash provided by operating activities. Such adjustments included a decrease in depreciation and amortization of $5.3 million, which was primarily attributable to the
sale of the 46 theatres to UATG during the Fiscal 2003 Period, a decrease in deferred income tax expense of $13.5 million and a $7.4 million loss related to the purchase of the
partnership interests in one of the Company's subsidiaries during the Fiscal 2004 Period. A net increase of $18.7 million in changes in operating assets and liabilities partially offset the
decrease in net cash provided by operating activities during the Fiscal 2004 Period. The net increase in operating assets and liabilities was primarily related to the timing of certain vendor payments
and income tax payments.

Cash
flows used in investing activities were approximately $5.8 million for the Fiscal 2004 Period compared to cash flows provided by investing activities of approximately
$307.2 million for the Fiscal 2003 Period. The $313.0 million net decrease was attributable to $9.9 million used to purchase the partnership interests in one of the Company's
subsidiaries during the Fiscal 2004 Period as compared to $311.4 million in proceeds received for the sale of the 46 theatres to UATG on June 6, 2003 and $7.3 million in
construction advances received in the Fiscal 2003 Period. A net decrease of $7.5 million in capital expenditures and a net increase of $5.6 million in proceeds from asset sales partially
offset the decrease in net cash provided by investing activities during the Fiscal 2004 Period.

Cash
flows used in financing activities were approximately $15.6 million for the Fiscal 2004 Period compared to cash flows used in financing activities of approximately
$389.3 million for the Fiscal 2003 Period. The $373.7 million net increase was primarily attributable to the net decrease in the note payable to the Parent resulting from the repayment
of the note in the Fiscal 2003 Period, the net decrease in the related party receivable of $24.2 million and the $87.5 million decrease in the cash dividends to the Parent during the
Fiscal 2004 Period.



Net cash provided by operating activities was approximately $46.9 million for the Fiscal 2003 Period compared to approximately $43.3 million for the
Fiscal 2002 Period. The $3.6 million net increase was attributable to an increase in net income of $3.3 million, which was attributable to the

23

---



impact
of two additional weeks of operating results and a decrease in net interest expense during the Fiscal 2003 Period, partially offset by the sale of 46 theatres to UATG and a net decrease in
non-cash items (primarily depreciation). Cash flows provided by investing activities were approximately $307.2 million for the Fiscal 2003 Period compared to cash flows used in
investing activities of approximately $36.7 million for the Fiscal 2002 Period. The $343.9 million net increase was primarily attributable to the second quarter 2003 sale of 46 theatres
to UATG, coupled with decreased capital expenditures and proceeds from asset sales. Cash flows used in financing activities were approximately $389.3 million for the Fiscal 2003 Period compared
to cash flows provided by financing activities of approximately $26.9 million for the Fiscal 2002 Period. The $362.4 million net decrease in cash flows provided by financing activities
was primarily attributable to the repayment of the affiliate note payable ($254.7 million) to the Parent and the payment of cash dividends ($109.2 million) to the Parent.

Liquidity and Capital Resources

The Company's revenues are generally collected in cash through admissions and concessions revenues. The Company's operating expenses are primarily related to film
and advertising costs, rent and occupancy, and payroll. Film costs are ordinarily paid to distributors within 30 days following receipt of admissions revenues and the cost of the Company's
concessions are generally paid to vendors approximately 30 days from purchase. The Company's current liabilities, however, generally include items that will become due within
twelve months and, as a result, at any given time, the Company's balance sheet is likely to reflect a working capital deficit.

The
Company funds the cost of its capital expenditures through internally generated cash flow and cash on hand. The Company's capital requirements have historically arisen principally in
connection with new theatre openings, adding new screens to existing theatres, upgrading the Company's theatre facilities and replacing equipment. The Company currently expects capital expenditures
for theatre expansion, upgrading, maintenance and replacements to be in the range of $5.0 million to $10.0 million in Fiscal 2005. During the Fiscal 2004 Period, the Company invested an
aggregate of approximately $9.0 million in capital expenditures.

As
part of the Company's bankruptcy restructuring, debt was reduced from approximately $439.7 million under the Company's bank credit facility, as it existed before the petition
date, to approximately $252.1 million under the Company's restructured term bank credit facility (the "Term Facility"). During the Fiscal 2002 Period, a portion of the proceeds from the public
offering of Regal were loaned to the Parent by Regal to repay the Company's Term Facility. This debt was replaced by a note payable to the Parent, which was obligated under a substantially similar
note payable to REH. On June 6, 2003, UATC used the proceeds from the sale of the theatre assets to UATG to repay the principal and all unpaid and accrued interest on the note payable of
approximately $263.8 million.

24

---



Contractual Cash Obligations

The Company primarily leases its theatres pursuant to long-term non-cancelable operating leases. As of December 30, 2004, the
Company's estimated contractual cash obligations over the next several periods are as follows (amounts in millions):

|                                   |  | Payments Due By Period
|---------------------------------- |  | ----------------------
|
|Long-term debt(1)                  |  | $                     
|Capital lease obligations(2)       |  |                       
|Operating leases(3)                |  |                       
|                                   |  |                       
|Total contractual cash obligations |  | $                     
|                                   |  |                       

---

We
believe that the amount of cash equivalents on hand and cash flow expected from operations will be adequate for the Company to execute its business strategy and meet anticipated
requirements for lease obligations, capital expenditures, working capital and debt service for the next 12 months.

Sale-Leaseback Transactions

For information regarding our various sale and leaseback transactions, refer to Note 7 to the accompanying consolidated financial statements included in
Part II, Item 8 of this Form 10-K.

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which require
management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet as
well as the reported amounts of revenues and expenses during the reporting period. We routinely make estimates and judgments about the carrying value of our assets and liabilities that are not readily
apparent from other sources. We evaluate and modify on an ongoing basis such estimates and assumptions, which includes, but are not limited to, those related to film costs, property and equipment,
goodwill and income taxes. Estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The results of these estimates may form the basis of
the carrying value of certain assets and liabilities. Actual results, under conditions and circumstances different from those assumed, may differ materially from estimates. The impact and any
associated risks related to estimates, assumptions, and accounting policies are discussed within "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as in
the Notes to the Consolidated Financial

25

---



Statements,
if applicable, where such estimates, assumptions, and accounting policies affect our reported and expected results. Management has discussed the development and selection of its critical
accounting estimates with the audit committee of our Board of Directors and the audit committee has reviewed our related disclosures herein.

We
believe the following accounting policies are critical to our business operations and the understanding of our results of operations and affect the more significant judgments and
estimates used in the preparation of our consolidated financial statements:



26

---







27

---





Quarterly Results

The following tables set forth selected unaudited quarterly results for the eight quarters ended December 30, 2004. The quarterly financial data as of each
period presented below have been derived from UATC's unaudited consolidated financial statements for those periods. Results for these periods are not necessarily indicative of results for the full
year. The quarterly financial data should be read in conjunction with the consolidated financial statements of UATC and notes included elsewhere in this Form 10-K.

|(In millions)           |  | Dec. 30,
2004 |      | Sept. 30,
2004 |   | July 1,
2004 |  | April 1,
2004 |      | Jan 1,
2004(1) |   | Sept. 25,
2003 |   | Jun. 26,
2003 |      | March 27,
2003
|----------------------- |  | ------------- | ---- | -------------- | - | ------------ |  | ------------- | ---- | -------------- | - | -------------- | - | ------------- | ---- | --------------
|Total revenues          |  | $             | 68.8 |                | $ | 74.0         |  | $             | 82.2 |                | $ | 68.3           |   | $             | 87.3 |               
|Operating income (loss) |  |               | (0.8 | )              |   | 1.5          |  |               | 7.0  |                |   | 1.9            |   |               | 8.0  |               
|Net income (loss)       |  |               | (1.7 | )              |   | 0.5          |  |               | 2.0  |                |   | (1.5           | ) |               | 4.7  |               

---

Inflation

The Company does not believe that inflation has had a material impact on its financial position or results of operations.

Seasonality

The Company's revenues are usually seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, studios release the
most marketable motion pictures during the summer and the holiday seasons. The unexpected emergence of a "hit" film during other periods can alter the traditional pattern. The timing of movie releases
can have a significant effect on the Company's results of operations, and the results of one quarter are not necessarily indicative of the results for the next or any other quarter. The seasonality of
motion picture exhibition, however, has become less pronounced in recent years as studios have begun to release major motion pictures somewhat more evenly throughout the year.

Recent Accounting Pronouncements

For a discussion of the recent accounting pronouncements relevant to our operations, refer to the information provided under Note 3 to the accompanying
consolidated financial statements included in Part II, Item 8 of this Form 10-K, which information is incorporated herein by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

UATC's market risk is confined to interest rate exposure of its debt obligations that bear interest based on floating rates. As of December 30, 2004, the
Company maintained no debt obligations bearing floating interest rates.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

28

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCONSOLIDATED FINANCIAL STATEMENTS

The
Board of Directors
United Artists Theatre Circuit, Inc.:

We
have audited the accompanying consolidated balance sheets of United Artist Theatre Circuit, Inc. and subsidiaries as of December 30, 2004 and January 1, 2004, and
the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended
December 30, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Artist Theatre Circuit, Inc. and
subsidiaries as of December 30, 2004 and January 1, 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended
December 30, 2004, in conformity with U.S. generally accepted accounting principles.

/s/
KPMG LLP

Nashville,
Tennessee
March 15, 2005

29

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UNITED ARTISTS THEATRE CIRCUIT, INC.
AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in millions, except share data)

|                                                          |                                                                                           | December 30, 2004                          |       | January 1, 2004 |      
|--------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | --------------- | -----
|Assets                                                    |                                                                                           |                                            |       |                 |      
|Current assets:                                           |                                                                                           |                                            |       |                 |      
|                                                          | Cash and cash equivalents                                                                 |                                            | $     | 35.5            |      
|                                                          | Receivables, net                                                                          |                                            |       | 0.8             |      
|                                                          | Prepaid expenses, concession inventory and other                                          |                                            |       | 5.3             |      
|                                                          | Deferred income tax asset                                                                 |                                            |       | 0.7             |      
|                                                          |                                                                                           |                                            |       |                 |      
|                                                          |                                                                                           | Total current assets                       |       |                 | 42.3 
|Investments and related receivables                       |                                                                                           |                                            | 0.2   |                 |      
|Assets held for sale                                      |                                                                                           |                                            | 0.2   |                 |      
|Property and equipment, at cost:                          |                                                                                           |                                            |       |                 |      
|                                                          | Land                                                                                      |                                            |       | 5.7             |      
|                                                          | Theatre buildings, equipment and other                                                    |                                            |       | 147.8           |      
|                                                          |                                                                                           |                                            |       |                 |      
|                                                          |                                                                                           |                                            | 153.5 |                 |      
|Less accumulated depreciation and amortization            |                                                                                           |                                            | (51.7 | )               |      
|                                                          |                                                                                           |                                            |       |                 |      
|Total property and equipment, net                         |                                                                                           |                                            | 101.8 |                 |      
|Goodwill                                                  |                                                                                           |                                            | 29.5  |                 |      
|Other assets                                              |                                                                                           |                                            | 0.9   |                 |      
|                                                          |                                                                                           |                                            |       |                 |      
|                                                          |                                                                                           | Total assets                               |       | $               | 174.9
|                                                          |                                                                                           |                                            |       |                 |      
|Liabilities and Stockholder's Equity                      |                                                                                           |                                            |       |                 |      
|Current liabilities:                                      |                                                                                           |                                            |       |                 |      
|                                                          | Accounts payable                                                                          |                                            | $     | 16.1            |      
|                                                          | Accrued and other liabilities                                                             |                                            |       | 10.4            |      
|                                                          | Current portion of long-term debt                                                         |                                            |       | 0.5             |      
|                                                          |                                                                                           |                                            |       |                 |      
|                                                          |                                                                                           | Total current liabilities                  |       |                 | 27.0 
|Other liabilities                                         |                                                                                           |                                            | 5.5   |                 |      
|Long-term debt                                            |                                                                                           |                                            | 4.9   |                 |      
|Deferred income taxes                                     |                                                                                           |                                            | 43.0  |                 |      
|                                                          |                                                                                           |                                            |       |                 |      
|                                                          |                                                                                           | Total liabilities                          |       |                 | 80.4 
|Minority interests in equity of consolidated subsidiaries |                                                                                           |                                            | 2.0   |                 |      
|Stockholder's equity                                      |                                                                                           |                                            |       |                 |      
|                                                          | Preferred stock (5,000,000 authorized shares, no shares issued and outstanding)           |                                            |       |                |      
|                                                          | Common stock (1,000 authorized shares; 100 shares issued and outstanding $1.00 par value) |                                            |       |                |      
|                                                          | Additional paid-in capital                                                                |                                            |       | 120.8           |      
|                                                          | Unamortized deferred stock compensation                                                   |                                            |       | (3.1            | )    
|                                                          | Retained earnings (deficit)                                                               |                                            |       | (2.6            | )    
|                                                          | Related party receivables                                                                 |                                            |       | (22.6           | )    
|                                                          |                                                                                           |                                            |       |                 |      
|                                                          |                                                                                           | Total stockholder's equity                 |       |                 | 92.5 
|                                                          |                                                                                           |                                            |       |                 |      
|                                                          |                                                                                           | Total liabilities and stockholder's equity |       | $               | 174.9
|                                                          |                                                                                           |                                            |       |                 |      

See
accompanying notes to consolidated financial statements.

30

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UNITED ARTISTS THEATRE CIRCUIT, INC.
AND SUBSIDIARIES

Consolidated Statements of Operations

(Amounts in Millions)

|                           |                                                                   | Fifty-two Weeks
ended
December 30, 2004 |       | Fifty-three weeks
ended
January 1, 2004 |     | Fifty-one weeks
ended
December 26, 2002 |      
|-------------------------- | ----------------------------------------------------------------- | --------------------------------------- | ----- | --------------------------------------- | --- | --------------------------------------- | -----
|Revenue:                   |                                                                   |                                         |       |                                         |     |                                         |      
|                           | Admissions                                                        |                                         | $     | 204.2                                   |     | $                                       | 295.5
|                           | Concessions                                                       |                                         |       | 79.5                                    |     |                                         | 115.2
|                           | Other operating revenue                                           |                                         |       | 9.6                                     |     |                                         | 19.9 
|                           |                                                                   |                                         |       |                                         |     |                                         |      
|Total revenues             |                                                                   |                                         | 293.3 |                                         |     | 430.6                                   |      
|Operating expenses:        |                                                                   |                                         |       |                                         |     |                                         |      
|                           | Film rental and advertising costs                                 |                                         |       | 105.7                                   |     |                                         | 154.6
|                           | Cost of concessions                                               |                                         |       | 11.8                                    |     |                                         | 16.6 
|                           | Other operating expenses                                          |                                         |       | 121.7                                   |     |                                         | 167.2
|                           | Sale and leaseback rentals                                        |                                         |       | 15.4                                    |     |                                         | 16.7 
|                           | General and administrative expenses                               |                                         |       | 8.8                                     |     |                                         | 12.9 
|                           | Depreciation and amortization                                     |                                         |       | 13.7                                    |     |                                         | 19.0 
|                           | Loss on disposal and impairment of operating assets               |                                         |       | 1.8                                     |     |                                         | 0.8  
|                           | Restructure costs and amortization of deferred stock compensation |                                         |       | 3.0                                     |     |                                         | 3.4  
|                           | Loss on lawsuit settlement                                        |                                         |       | 1.8                                     |     |                                         |     
|                           |                                                                   |                                         |       |                                         |     |                                         |      
|Total operating expenses   |                                                                   |                                         | 283.7 |                                         |     | 391.2                                   |      
|                           |                                                                   |                                         |       |                                         |     |                                         |      
|                           |                                                                   | Income from operations                  |       |                                         | 9.6 |                                         |      
|Other income (expense):    |                                                                   |                                         |       |                                         |     |                                         |      
|                           | Interest expense, net                                             |                                         |       | (0.6                                    | )   |                                         | (9.6 
|                           | Minority interests in earnings of consolidated subsidiaries       |                                         |       | (0.9                                    | )   |                                         | (0.6 
|                           | Loss on extinguishment of debt                                    |                                         |       |                                        |     |                                         |     
|                           | Other, net                                                        |                                         |       | (6.5                                    | )   |                                         | 0.1  
|                           |                                                                   |                                         |       |                                         |     |                                         |      
|                           |                                                                   |                                         | (8.0  | )                                       |     | (10.1                                   | )    
|                           |                                                                   |                                         |       |                                         |     |                                         |      
|Income before income taxes |                                                                   |                                         | 1.6   |                                         |     | 29.3                                    |      
|                           | Provision for income taxes                                        |                                         |       | (2.3                                    | )   |                                         | (11.5
|                           |                                                                   |                                         |       |                                         |     |                                         |      
|Net income (loss)          |                                                                   | $                                       | (0.7  | )                                       | $   | 17.8                                    |      
|                           |                                                                   |                                         |       |                                         |     |                                         |      

See
accompanying notes to consolidated financial statements.

31

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UNITED ARTISTS THEATRE CIRCUIT, INC.
AND SUBSIDIARIES

Consolidated Statements of Stockholder's Equity and Comprehensive Income

(Amounts in Millions)

|                                                                                         |  | Preferred
stock |   | Common
stock |   | Additional
paid-in
capital |  | Deferred
stock
compensation |       | Retained
earnings/
(accumulated
deficit) |   | Intercompany
and
Related
party
receivable |   | Total
stockholder's
equity |      
|---------------------------------------------------------------------------------------- |  | --------------- | - | ------------ | - | -------------------------- |  | --------------------------- | ----- | ---------------------------------------- | - | ----------------------------------------- | - | -------------------------- | -----
|Balances at January 3, 2002                                                              |  | $               |  |              | $ |                           |  | $                           | 97.9  |                                          | $ |                                          |   | $                          | 3.8  
|Net income and comprehensive income                                                      |  |                 |  |              |   |                           |  |                             |      |                                          |   |                                          |   |                            | 14.5 
|Exchange of common stock of United Artists for common stock of Regal Entertainment Group |  |                 |  |              |   |                           |  |                             | 13.2  |                                          |   | (10.3                                     | ) |                            |     
|Amortization of deferred stock compensation                                              |  |                 |  |              |   |                           |  |                             |      |                                          |   | 1.8                                       |   |                            |     
|Tax benefit from exercise of stock options                                               |  |                 |  |              |   |                           |  |                             | 1.2   |                                          |   |                                          |   |                            |     
|Change in related party receivable                                                       |  |                 |  |              |   |                           |  |                             |      |                                          |   |                                          |   |                            |     
|                                                                                         |  |                 |   |              |   |                            |  |                             |       |                                          |   |                                           |   |                            |      
|Balances at December 26, 2002                                                            |  |                 |  |              |   |                           |  |                             | 112.3 |                                          |   | (8.5                                      | ) |                            | 18.3 
|Net income and comprehensive income                                                      |  |                 |  |              |   |                           |  |                             |      |                                          |   |                                          |   |                            | 17.8 
|Dividends to Parent                                                                      |  |                 |  |              |   |                           |  |                             | (82.4 | )                                        |   |                                          |   |                            | (26.8
|Amortization of deferred stock compensation                                              |  |                 |  |              |   |                           |  |                             |      |                                          |   | 2.6                                       |   |                            |     
|Tax benefit from exercise of stock options                                               |  |                 |  |              |   |                           |  |                             | 0.7   |                                          |   |                                          |   |                            |     
|Change in related party receivable                                                       |  |                 |  |              |   |                           |  |                             |      |                                          |   |                                          |   |                            |     
|Sale of certain theatre assets to UATG                                                   |  |                 |  |              |   |                           |  |                             | 87.3  |                                          |   |                                          |   |                            |     
|Contribution from Parent of two Hoyts locations                                          |  |                 |  |              |   |                           |  |                             | 12.4  |                                          |   |                                          |   |                            |     
|                                                                                         |  |                 |   |              |   |                            |  |                             |       |                                          |   |                                           |   |                            |      
|Balances at January 1, 2004                                                              |  |                 |  |              |   |                           |  |                             | 130.3 |                                          |   | (5.9                                      | ) |                            | 9.3  
|Net income (loss) and comprehensive income (loss)                                        |  |                 |  |              |   |                           |  |                             |      |                                          |   |                                          |   |                            | (0.7 
|Dividend to Parent                                                                       |  |                 |  |              |   |                           |  |                             | (10.5 | )                                        |   |                                          |   |                            | (11.2
|Amortization of deferred stock compensation                                              |  |                 |  |              |   |                           |  |                             |      |                                          |   | 2.8                                       |   |                            |     
|Tax benefit from exercise of stock options                                               |  |                 |  |              |   |                           |  |                             | 3.3   |                                          |   |                                          |   |                            |     
|Change in related party receivable                                                       |  |                 |  |              |   |                           |  |                             |      |                                          |   |                                          |   |                            |     
|Sale of certain theatre assets to UATG                                                   |  |                 |  |              |   |                           |  |                             | (2.3  | )                                        |   |                                          |   |                            |     
|                                                                                         |  |                 |   |              |   |                            |  |                             |       |                                          |   |                                           |   |                            |      
|Balances at December 30, 2004                                                            |  | $               |  |              | $ |                           |  | $                           | 120.8 |                                          | $ | (3.1                                      | ) | $                          | (2.6 
|                                                                                         |  |                 |   |              |   |                            |  |                             |       |                                          |   |                                           |   |                            |      

See accompanying notes to consolidated financial statements.

32

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UNITED ARTISTS THEATRE CIRCUIT, INC.

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in Millions)

|                                                                                     |                                                                                                     | Fifty-two Weeks
Ended
December 30, 2004              |      | Fifty-three Weeks
Ended
January 1, 2004 |       | Fifty-one Weeks
Ended
December 26, 2002 |       
|------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ---- | --------------------------------------- | ----- | --------------------------------------- | ------
|Cash flow from operating activities:                                                 |                                                                                                     |                                                      |      |                                         |       |                                         |       
|Net income (loss)                                                                    |                                                                                                     | $                                                    | (0.7 | )                                       | $     | 17.8                                    |       
|Adjustments to reconcile net income (loss) to cash provided by operating activities: |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     | Effect of leases with escalating minimum annual rentals                                             |                                                      |      |                                        |       |                                         | 1.2   
|                                                                                     | Depreciation and amortization                                                                       |                                                      |      | 13.7                                    |       |                                         | 19.0  
|                                                                                     | Amortization of deferred stock compensation                                                         |                                                      |      | 2.8                                     |       |                                         | 2.6   
|                                                                                     | Net loss on disposal and impairment of operating assets                                             |                                                      |      | 1.8                                     |       |                                         | 0.8   
|                                                                                     | Gain on sale of LLC interest                                                                        |                                                      |      | (0.9                                    | )     |                                         |      
|                                                                                     | Loss on partnership interest purchase                                                               |                                                      |      | 7.4                                     |       |                                         |      
|                                                                                     | Minority interests in earnings of consolidated subsidiaries                                         |                                                      |      | 0.9                                     |       |                                         | 0.6   
|                                                                                     | Loss on extinguishment of debt                                                                      |                                                      |      |                                        |       |                                         |      
|                                                                                     | Provision for deferred income taxes                                                                 |                                                      |      | 2.9                                     |       |                                         | 16.4  
|                                                                                     | Change in operating assets and liabilities (excluding effects of acquisition and and dispositions): |                                                      |      |                                         |       |                                         |       
|                                                                                     |                                                                                                     | Receivables                                          |      |                                         |      |                                         |       
|                                                                                     |                                                                                                     | Prepaid expenses and concession inventory            |      |                                         | 0.3   |                                         |       
|                                                                                     |                                                                                                     | Other assets                                         |      |                                         | 0.8   |                                         |       
|                                                                                     |                                                                                                     | Accounts payable                                     |      |                                         | (5.5  | )                                       |       
|                                                                                     |                                                                                                     | Accrued and other liabilities                        |      |                                         | 11.6  |                                         |       
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|Net cash provided by operating activities                                            |                                                                                                     |                                                      | 35.1 |                                         |       | 46.9                                    |       
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|Cash flow from investing activities:                                                 |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     | Capital expenditures                                                                                |                                                      |      | (9.0                                    | )     |                                         | (16.5 
|                                                                                     | Proceeds from disposition of assets, net                                                            |                                                      |      | 10.3                                    |       |                                         | 4.7   
|                                                                                     | Proceeds from the sale of certain theatre assets to UATG                                            |                                                      |      |                                        |       |                                         | 311.4 
|                                                                                     | Decrease (increase) in reimbursable construction advances                                           |                                                      |      |                                        |       |                                         | 7.3   
|                                                                                     | Cash used to purchase partnership interest                                                          |                                                      |      | (9.9                                    | )     |                                         |      
|                                                                                     | Proceeds from sale of partnership interest                                                          |                                                      |      | 2.8                                     |       |                                         |      
|                                                                                     | Other, net                                                                                          |                                                      |      |                                        |       |                                         | 0.3   
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     |                                                                                                     | Net cash provided by (used in) investing activities  |      |                                         | (5.8  | )                                       |       
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|Cash flow from financing activities:                                                 |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     | Debt borrowings                                                                                     |                                                      |      |                                        |       |                                         |      
|                                                                                     | Debt payments                                                                                       |                                                      |      | (0.5                                    | )     |                                         | (0.6  
|                                                                                     | Increase (decrease) in cash overdraft                                                               |                                                      |      | (2.3                                    | )     |                                         | (9.9  
|                                                                                     | Decrease (increase) in related party receivables                                                    |                                                      |      | 9.2                                     |       |                                         | (15.0 
|                                                                                     | Payment of affiliate note payable to Parent                                                         |                                                      |      |                                        |       |                                         | (254.7
|                                                                                     | Dividend to Parent                                                                                  |                                                      |      | (21.7                                   | )     |                                         | (109.2
|                                                                                     | Other, net                                                                                          |                                                      |      | (0.3                                    | )     |                                         | 0.1   
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     |                                                                                                     | Net cash provided by (used in) financing activities  |      |                                         | (15.6 | )                                       |       
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     |                                                                                                     | Net increase (decrease) in cash and cash equivalents |      |                                         | 13.7  |                                         |       
|Cash and cash equivalents:                                                           |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     | Beginning of period                                                                                 |                                                      |      | 21.8                                    |       |                                         | 57.0  
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     | End of period                                                                                       |                                                      | $    | 35.5                                    |       | $                                       | 21.8  
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|Supplemental cash flow information:                                                  |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     | Cash paid for interest                                                                              |                                                      | $    | 0.4                                     |       | $                                       | 0.4   
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       
|                                                                                     | Cash paid for income taxes                                                                          |                                                      | $    | 3.6                                     |       | $                                       | 1.8   
|                                                                                     |                                                                                                     |                                                      |      |                                         |       |                                         |       

See accompanying notes to consolidated financial statements.

33

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UNITED ARTISTS THEATRE CIRCUIT, INC.
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 30, 2004

(1)   The Company and Basis of Presentation

United Artists Theatre Company (the "Parent" or "United Artists"), a Delaware corporation, is the parent company of United Artists Theatre Circuit, Inc.
("we," "us," "our," the "Company" or "UATC") and United Artists Realty Company ("UAR"), which is the parent company of United Artists Properties I Corp. ("Prop I"). UATC leases certain theatres from
Prop I. The terms UATC and the Company shall be deemed to include the respective subsidiaries of such entity when used in discussions included herein regarding the current operations or assets of such
entity.

The
accompanying consolidated financial statements include the accounts of the Company and those of all majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

UATC
operates 852 screens in 105 theatres in 20 states as of December 30, 2004. The Company formally operates on a 52-week fiscal year with each quarter generally
consisting of 13 weeks, unless otherwise noted. During 2002, UATC changed its fiscal year, which formerly ended on the Thursday closest to December 31 each year, to conform to Regal
Entertainment Group's fiscal year. The Company's fiscal year now ends on the first Thursday after December 25, which in certain years (such as fiscal 2003) results in a
53-week fiscal year. This resulted in the fiscal year 2002 containing two less weeks of operating results compared to the fiscal year 2003 and one less week of operating results compared
to the fiscal year 2004.

The
Company became a subsidiary of Regal Entertainment Group ("REG" or "Regal") on April 12, 2002, in conjunction with an exchange transaction in which REG, through its wholly
owned subsidiary Regal Entertainment Holdings, Inc. ("REH"), also acquired Edwards Theatres, Inc. ("Edwards"), Regal Cinemas Corporation ("Regal Cinemas") and Regal CineMedia Corporation
("Regal CineMedia"). REG is controlled by The Anschutz Corporation and its subsidiaries ("TAC"), which controlled each of us, Edwards, Regal Cinemas, United Artists and Regal CineMedia prior to REG's
acquisition of us and them in the exchange transaction. For a detailed discussion of the transactions resulting in Regal's acquisition of its subsidiaries, see Note 2 to the financial
statements.

In
connection with Regal's acquisition of its subsidiaries, Regal Cinemas, Inc., an indirect subsidiary of Regal, agreed to manage the theatre operations of UATC and its
subsidiaries pursuant to a management agreement.

On
March 28, 2003, as part of an acquisition by REG of Hoyts Cinemas Corporation ("Hoyts"), two theatre locations and 20 screens were contributed to UATC and recorded as a capital
contribution totaling approximately $12.4 million. The results of operations of the two Hoyts theatres are reflected in the accompanying consolidated statements of operations from
March 28, 2003.

On
June 6, 2003, UATC completed the sale of certain leased theatres consisting of 46 theatres and 438 screens in 11 states and certain other assets under construction to United
Artists Theatre Group ("UATG"), a wholly owned subsidiary of REH, for a total cash consideration of approximately $291.4 million, pursuant to an asset purchase agreement between UATG and UATC.
Also on June 6, 2003, UATG and Prop I entered into a purchase and sale agreement under which Prop I sold its right, title and interest in certain owned theatre properties to UATG for total cash
consideration of approximately $20.0 million. With the proceeds of the sale of such properties, Prop I effected a payment of $20.0 million on its outstanding indebtedness to UATC. The
purchase price for the leased

34

---



theatres
was based on a valuation of the operations of the leased theatres on an ongoing basis and the purchase price for the owned theatre properties was based on the appraised value for such
properties.

In
connection with the series of transactions described above, UATC used the proceeds from the sale of the theatre assets of approximately $291.4 million and the
$20.0 million repayment from Prop I along with cash on hand of approximately $57.4 million to (i) repay its outstanding indebtedness of approximately $263.8 million under a
note payable to United Artists and (ii) effect a cash dividend of approximately $105.0 million to United Artists.

On
March 29, 2004 and June 30, 2004, UATC acquired the remaining partnership interest of two of the partners in one of its subsidiaries for an aggregate purchase price of
$9.9 million, which resulted in a loss of $7.4 million. The loss was recorded in the accompanying consolidated statement of operations as
a component of "Other net." In addition, on June 30, 2004, UATC sold its interest in a limited liability company for $2.8 million, which resulted in a gain of $0.9 million. The
gain was recorded in the accompanying consolidated statement of operations as a component of "Other net."

In
November 2004 UATC effected a cash dividend of approximately $21.7 million to the Parent.

(2)   Formation of Regal Entertainment Group

Exchange Transaction

On March 8, 2002, TAC entered into an agreement to exchange its controlling interest in United Artists for common stock of Regal, resulting in Regal being
the majority shareholder of United Artists. TAC also exchanged its ownership interests in two other theatre companies for common stock of Regal. The management of these three theatre companies was
combined, with management of the theatre operations based in Knoxville, Tennessee, while management of certain ancillary businesses is based in Centennial, Colorado. As described below, the exchange
transaction was consummated on April 12, 2002.

On
April 12, 2002, through a series of transactions, Regal issued (1) 70,538,017 shares of Class B common stock to TAC in exchange for its controlling equity
interests in Regal Cinemas, United Artists, Edwards and Regal CineMedia, (2) 14,052,320 shares of Class B common stock to OCM Principal Opportunities Fund II, L.P. and its subsidiaries
("Oaktree's Principal Activities Group") in exchange for its contribution of capital stock of Regal Cinemas and Edwards and (3) 27,493,575 shares of Class A common stock to the other
stockholders of Regal Cinemas, United Artists, Edwards and Regal CineMedia party to an exchange agreement in exchange for their capital stock of Regal Cinemas, United Artists, Edwards and Regal
CineMedia.

Upon
the closing of the exchange transaction, the holders of outstanding options of United Artists received replacement options to purchase 2,287,552 shares of Regal Class A
common stock at prices ranging from $4.44 to $12.87 per share. Regal also granted to certain holders of United Artists warrants in exchange for their contribution to Regal of outstanding warrants to
purchase 3,750,000 shares of United Artists' common stock, warrants to purchase 3,928,185 shares of Regal Class B common stock at $8.88 per share and warrants to purchase 296,129 shares of
Regal Class A common stock at $8.88 per share. Following the exchange transaction, TAC transferred beneficial ownership of 1,455,183 shares of Class B common stock to Oaktree's Principal
Activities Group. In addition, TAC acquired an additional 697,620 shares of Class B common stock in May 2002.

TAC
controls approximately 79.0% of the combined voting power of Regal's outstanding common stock and, therefore, has the ability to direct the election of members of Regal's board of
directors and to determine the outcome of other matters submitted to the vote of Regal's stockholders. Because TAC controls Regal, the Company's Parent and sole stockholder, it has the ability to
control the Company.

35

---



Initial Public Offering of Regal Entertainment Group

In May 2002, REG issued 18.0 million shares of its Class A common stock in an initial public offering at a price of $19.00 per share,
receiving aggregate net offering proceeds, net of underwriting discounts, commissions and other offering expenses, of $314.8 million. A portion of the proceeds from this offering were used to
repay UATC's Term Facility, which was replaced by a note payable to the Parent, which was obligated under a substantially similar note payable to Regal.

On
August 16, 2002, REH a wholly owned subsidiary of Regal, acquired the remaining outstanding shares of common stock of United Artists held by the United Artists' minority
stockholders and warrants to acquire shares of common stock of United Artists held by various institutional holders for approximately $34.0 million. Immediately prior to the acquisition, the
common stock of United Artists was the only outstanding class of voting stock, of which the minority stockholders owned approximately 9.9%, and REH owned the remaining 90.1%. As a result of this
transaction, United Artists became a wholly owned subsidiary of REH.

(3)   Summary of Significant Accounting Policies



The consolidated financial statements include the accounts of United Artists Theatre Circuit, Inc. All significant intercompany accounts and transactions
have been eliminated in consolidation.



Revenues are generated principally through admissions and concessions sales with proceeds received in cash at the point of sale. Other operating revenues consist
primarily of product advertising (including vendor marketing programs) and other ancillary revenues which are recognized as income in the period earned. The Company recognizes payments received
attributable to the marketing and advertising services provided by the Company under certain vendor programs as revenue in the period in which the related impressions are delivered. Such impressions
are measured by the concession product sales volume, which is a mutually agreed upon proxy of attendance and reflects the Company's marketing and advertising services delivered to its vendors.
Proceeds received from advance ticket sales and gift certificates are recorded as deferred revenue. The Company recognizes revenue associated with gift certificates and advanced ticket sales at such
time as the items are redeemed, they expire or redemption becomes unlikely. The determination of the likelihood of redemption is based on an analysis of the Company's historical redemption trends.



The Company considers all unrestricted highly liquid debt instruments and investments purchased with an original maturity of three months or less to be
cash equivalents. At December 30, 2004, the Company held substantially all of its cash in temporary cash investments in the form of certificates of deposit and variable rate investment accounts
with major financial institutions.



Inventories consist of concession products and theatre supplies. The Company states inventories on the basis of first-in, first-out (FIFO)
cost, which is not in excess of net realizable value.



The Company states property and equipment at cost. Major renewals and improvements are capitalized, while replacements, maintenance and repairs which do not
improve or extend the lives of the respective assets, are expensed currently. Gains and losses from disposition of property and

36

---



equipment
are included in income and expense when realized. The Company records depreciation and amortization using the straight-line method over the following estimated useful lives:

Buildings

20-30 yearsEquipment

5-15 yearsLeasehold improvements

Lesser of term of lease or asset life


Included
in property and equipment is $2.4 million, $2.5 million and $2.6 million of assets accounted for under capital leases as of December 30, 2004,
January 1, 2004 and December 26, 2002, respectively. The Company records amortization using the straight-line method over the shorter of the lease terms or the estimated
useful lives noted above.



The changes in the carrying amount of goodwill for the fifty-two weeks ended December 30, 2004 and the fifty-three weeks ended
January 1, 2004 are as follows (in millions):

Fifty-two weeks
ended
December 30, 2004

Fifty-three weeks
ended
January 1, 2004Balance at beginning of period

$
29.5

$
116.8Adjustments related to certain deferred taxes of UATC





(31.6
)Adjustment related to the sale of certain theatre assets to UATG





(56.3
)Other





0.6Balance at end of period

$
29.5

$
29.5


SFAS
No. 142, "Goodwill and Other Intangible Assets," became effective for the Company in the first quarter of fiscal 2002. This standard revised the financial accounting and
reporting for goodwill and certain intangible assets. Among the revisions were the discontinuation of the amortization of goodwill and certain intangible assets and the periodic testing (at least
annually) for the impairment of goodwill at a reporting unit level and additional financial statement disclosures. The Company has identified its reporting units under SFAS No. 142 to be the
demographic market areas in which the Company conducts its theatre operations. The fair value of the Company's identified reporting units were estimated using the expected present value of associated
future cash flows and market values of the underlying theatres within each reporting unit. The Company's annual goodwill impairment assessment for the Fiscal 2004 Period indicated that the fair value
of its reporting units exceeded the goodwill carrying value and therefore, goodwill was not deemed to be impaired.



The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may
not be fully recoverable. The Company evaluates assets for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. If the
sum of the expected future cash flows, undiscounted and without interest charges, is less than the carrying amount of the assets, the Company recognizes an impairment charge in the amount by which the
carrying value of the assets exceeds their fair market value. The fair value of assets is determined using the present value of the estimated future cash flows or the expected selling price less
selling costs for assets of which the Company expects to dispose. This analysis resulted in the recording of impairment charges of $0.2 million, $0.1 million and $1.5 million for
the fifty-two weeks ended December 30, 2004, the fifty-three weeks ended January 1, 2004 and the fifty-one weeks ended December 26, 2002, respectively.

37

---





Other non-current assets include long-term receivables and debt acquisition costs, which are deferred and amortized over the terms of the
related agreements using a method that approximates the effective interest method. Other assets as of December 30, 2004, January 1, 2004 and December 26, 2002 were
$0.9 million, $0.8 million and $1.7 million, respectively, net of accumulated amortization of $0.1 million, $0.1 million and $0.1 million, respectively.



Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. In
addition, income tax rules and regulations are subject to interpretation and require judgment by the Company and may be challenged by the taxation authorities. We establish accruals relative to tax
uncertainties that we deem to be probable of loss and that can be reasonably estimated. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company
records a valuation allowance if it is deemed more likely than not that its deferred income tax assets will not be realized.

The
Company expects that certain deferred income tax assets are not more likely than not to be recovered and therefore, has established a valuation allowance. The Company reassesses its
need for the valuation allowance for its deferred income taxes on an ongoing basis. Should the Company realize certain tax assets with a valuation allowance that relate to pre-acquisition
periods, goodwill would be reduced.



Deferred revenue relates primarily to vendor programs, gift certificates and advance ticket sales, and is recognized as revenue as described above in this
Note 3 under "Revenue Recognition."



The Company recognizes rent on a straight-line basis after considering the effect of rent escalation provisions resulting in a level monthly rent
expense for each lease over its term. The deferred rent liability is included in other non-current liabilities.



The Company estimates its film cost expense and related film cost payable based on management's best estimate of the ultimate settlement of the film costs with
the distributors. Generally, less than one-third of our quarterly film expense is estimated at period-end. The length of time until these costs are known with certainty depends
on the ultimate duration of the film play, but is typically "settled" within two to three months of a particular film's opening release. Upon settlement with our film distributors, film cost
expense and the related film cost payable are adjusted to the final film settlement.



The Company expenses advertising costs as incurred. Start-up costs associated with a new theatre are also expensed as incurred.

38

---





In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." SFAS No.148 amends SFAS
No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to SFAS No. 123's fair value based method of accounting for
stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No.123 and APB Opinion No. 28, "Interim Financial Reporting," to require
disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per
share in annual and interim financial statements. Under SFAS No. 123, entities are permitted to recognize as expense the fair value of all stock-based awards on the date of grant over the
vesting period and alternatively allows entities to continue to apply the provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations and provide
pro forma net income or loss and earnings or loss per share disclosures as if the fair-value-based method defined in SFAS No. 123 had been applied.

Upon
the closing of the exchange transaction described in Note 2, the holders of outstanding options of United Artists received replacement options to purchase 2,287,552 shares of
Regal Class A common stock at prices ranging from $4.44 to $12.87 per share. Regal has elected to continue accounting for its stock option plan using the intrinsic value method in accordance
with the provisions of APB No. 25, "Accounting for Stock Issued to Employees," and related interpretations, which requires compensation costs to be recognized for the excess of the fair value
of options on the date of grant over the option exercise price.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Significant estimates include those related to film costs, property and equipment, goodwill and income taxes. Actual results could differ
from those estimates.



UATC manages its business under one reportable segmenttheatre exhibition operations.



Net income and comprehensive income are the same for all periods presented.



Certain reclassifications have been made to the 2002 and 2003 consolidated financial statements to conform to the 2004 presentation.



In January 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities," which
addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity.
FIN 46R replaces FASB Interpretation No. 46, "Consolidation of Variable Interest Entities," which was issued in January 2003. The Company is required to apply FIN 46R to variable
interests in VIEs created after December 31, 2003. For variable

39

---



interests
in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN 46R that were created
before January 1, 2004, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to
the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the
date FIN 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. Certain new disclosure requirements apply to all financial statements
issued after January 31, 2003. The adoption of this interpretation did not have a material impact on the Company's consolidated financial position or results of operations. Interpretive
guidance relating to FIN 46 is continuing to evolve and the Company's management will continue to assess various aspects of consolidations and variable interest entity accounting as additional
guidance becomes available.

In
December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment," that addresses the accounting for share-based payment transactions in which an
enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments
or that may be settled by the issuance of such equity instruments. The Statement eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and requires instead that such transactions be accounted for using a fair-value-based method. The Statement is effective for awards granted,
modified, or settled in periods beginning after June 15, 2005, for public entities that used the fair-value based method of accounting under the original provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation" for recognition or pro forma disclosure purposes. The Company is currently evaluating the impact the Statement may have on its consolidated
financial position, cash flows and results of operations.

(4)   Long-term Debt

Long-term debt is summarized as follows (amounts in millions):

December 30, 2004

January 1, 2004Long-term debt, before current portion(a)

$
5.4

$
5.9Less current portion


(0.5
)

(0.5
)Long-term debt

$
4.9

$
5.4


---

The
aggregate annual maturities of long-term debt are as follows (amounts in millions):

2005

$
0.52006


0.52007


2.42008


0.12009


0.2Thereafter


1.7Total

$
5.4


40

---



(5)   Related Party Transactions

UATC leases certain of its theatres from Prop I in accordance with a master lease (the "Master Lease"). The Master Lease provides for basic monthly or quarterly
rentals and may require additional rentals, based on the revenue of the underlying theatre. In order to fund the cost of additions and/or renovations to the theatres leased by UATC from Prop I, UATC
has periodically made advances to Prop I. As part of the application of fresh-start reporting the receivable was reclassified from other assets to stockholder's equity and interest no longer accrues
on this account. The receivable will be reduced upon any sale of properties by Prop I, with UATC receiving the net proceeds of the sale. As described in Note 1, Prop I used the proceeds from
the sale of its interest in certain owned theatre properties to UATG to repay $20.0 million on its outstanding indebtedness to UATC.

Regal
Cinemas, Inc. has agreed to manage all aspects of the theatre operations of UATC and its subsidiaries pursuant to the terms of a management agreement, which includes all of
its cash collections, cash disbursements and other cash management functions. During the fifty-two weeks ended December 30, 2004, the fifty-three weeks ended January 1, 2004
and the fifty-one weeks ended December 26, 2002, UATC recorded management fee expenses of approximately $8.6 million, $10.7 million and $12.4 million,
respectively, related to this arrangement. Such fees have been recorded in the accompanying consolidated statements of operations as a component of "General and Administrative" expenses.

The
Company has an arrangement which provides Regal CineMedia, a subsidiary of REG, the right to sell on-screen advertising and other special events on its screens. Under the
terms of the arrangement UATC receives a net fee for the use of its screens. The net fee is recorded in other revenue and totaled $1.7 million, $2.2 million and $2.6 million in
the fifty-two weeks ended December 30, 2004, the fifty-three weeks ended January 1, 2004 and the fifty-one weeks ended December 26, 2002, respectively.

In
November 2004, UATC effected a cash dividend of approximately $21.7 million to the Parent.

(6)   Restructure Costs

Restructure costs relate to the Company's restructuring and severance plan charges associated with the combination of the Company with Regal Cinemas and Edwards.
The restructuring principally involved the closing of certain Edwards' and UATC's corporate facilities and relocation of the theatre management operations of Edwards and UATC to Regal Cinemas' offices
in Knoxville, Tennessee. The restructuring plan was communicated by Company management to UATC's corporate employees during the first quarter of 2002. Such restructuring did not result in any theatre
closings.

The
UATC restructuring plan provided for the termination of 102 administrative employees located in the Centennial, Colorado corporate offices along with closure of a film office located
in New York City. Total UATC restructuring charges were $2.9 million for the year ended December 26, 2002, of which approximately $2.0 million related to employee termination
benefits and approximately $0.9 million related to direct exit costs for the closure of the New York City film office and certain legal and professional fees.

Such
costs are included in "Restructure costs and amortization of deferred stock compensation" in the accompanying consolidated statements of operations which also includes stock
compensation amortization of $2.8 million, $2.6 million and $1.8 million for the fifty-two weeks ended December 30, 2004, the fifty-three weeks ended
January 1, 2004 and the fifty-one weeks ended December 26, 2002, respectively. As of December 30, 2004 and January 1, 2004, the Company has paid approximately
$0.2 million and $0.8 million of restructuring expenses, respectively.

41

---



(7)   SaleLeaseback Transaction

In December 1995, UATC entered into a sale and leaseback transaction whereby the land and buildings underlying 27 of its operating theatres and four
theatres and a screen addition under development were sold to and leased back from an unaffiliated third party. The transaction requires UATC to lease the underlying theatres for a period of
21 years and one month, with the option to extend for up to an additional 10 years. In conjunction with the transaction, the buyer of the properties issued publicly traded
pass-through certificates. Several of its properties included in the sale and leaseback transaction have been determined by UATC to be economically obsolete for theatre use. As of
December 30, 2004, 19 theatres were subject to the sale leaseback transaction. UATC amended the lease on March 7, 2001 to allow UATC to terminate the master lease with respect to the
obsolete properties, to allow the owner trustee to sell those properties and pay down the underlying debt (at a discount to par through September 2002 and par thereafter) and to reduce the
amount of rent paid by
UATC on the lease. Included in the 2001 amendment is a $35.0 million cap on the ability to sell properties. Through December 30, 2004 approximately $26.4 million of this cap has
been utilized through theatre sales. Two additional properties which are no longer operational are being marketed for sale. An evaluation of the remaining theatres is performed on an ongoing basis.
Approximately $64.9 million in principal amount of pass-through certificates were outstanding as of December 30, 2004.

In
connection with the 1995 sale and leaseback transaction, UATC entered into a Participation Agreement that requires UATC to comply with various covenants, including limitations on
indebtedness, restricted payments, transactions with affiliates, guarantees, issuance of preferred stock of subsidiaries and subsidiary distributions, transfer of assets and pay dividends.

On
November 8, 1996, UATC entered into a sale and leaseback transaction, pursuant to which UATC sold three of its operating theatres and two theatres under development to an
unaffiliated third party for approximately $21.5 million and leased back those theatres pursuant to a lease that terminates in 2017. The lease provides UATC with an option to extend the term of
the lease for an additional 10 years. Two of the theatres have been determined by UATC to be economically obsolete and are no longer in operation.

The
UATC 1995 and 1996 sale and leaseback transactions resulted in UATC having two separate master lease agreements, each covering multiple properties. Each agreement provides for a
single lease payment to be made to the landlord with respect to all the properties subject to the respective master lease without regards to any lease rate that might otherwise be attributable to a
specific lease property.

In
connection with UATC's adoption of fresh-start reporting upon its emergence from bankruptcy, the Company assessed the lease payment obligations under the two master lease agreements
and concluded that such aggregate obligations provided economically consistent returns on the underlying lease properties as compared with similar leased facilities. As such, the amount of rent
currently being paid under the master lease agreement is substantially attributable to the value of the key theatres. Accordingly, the Company has accounted for the total rent paid under these
agreements as expense and have included the future annual rental due under the master lease agreement in rent commitments (see Note 9 "Commitments and Contingencies").

In
December 1997, UATC entered into a sale and leaseback transaction, pursuant to which UATC sold two theatres under development and leased them back from an unaffiliated third
party for approximately $18.1 million. Approximately $9.2 million of the sales proceeds were paid to UATC during 1999 for reimbursement of some construction costs associated with the two
theatres. The lease has a term of 22 years with options to extend the term of the lease for an additional 10 years.

42

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During
1999, UATC entered into a sale and leaseback transaction on one existing theatre. Proceeds were received in the amount of $5.4 million by UATC during 1999. The lease has a
term of 20 years, with an option to extend the term of the lease for up to 20 additional years.

(8)   Income Taxes

The components of the provision for income taxes for income from continuing operations for each of the fiscal years were as follows (in millions):

Fifty-two Weeks
Ended
December 30, 2004

Fifty-three Weeks
Ended
January 1, 2004

Fifty-One Weeks
Ended
December 26, 2002FederalCurrent

$
(0.5
)
$
(3.9
)
$
3.5Deferred


2.4


13.8


5.9StateCurrent


(0.1
)

(1.0
)

0.7Deferred


0.5


2.6


1.2Total income tax provision

$
2.3

$
11.5

$
11.3


At
December 30, 2004, January 1, 2004 and December 26, 2002 a current tax benefit of $3.3 million, $0.7 million and $1.2 million, respectively,
was allocated directly to shareholders equity for the exercise of stock options.

The
reconciliation of the provision for income taxes as reported and the amount computed by multiplying the income before taxes and extraordinary item by the U.S. federal statutory rate
of 35% was as follows (in millions):

Fifty-two Weeks
Ended
December 30, 2004

Fifty-three Weeks
Ended
January 1, 2004

Fifty-One Weeks
Ended
December 26, 2002Provision calculated at federal statutory income tax rate

$
0.6

$
10.2

$
9.3State and local income taxes, net of federal benefit


0.3


1.1


1.3Disallowed loss


1.2





Reorganization costs








0.6Min interest


0.3


0.2


Other


(0.1
)




0.1Total income tax provision

$
2.3

$
11.5

$
11.3


43

---



Significant
components of the Company's net deferred tax liability consisted of the following (in millions):

Fifty-two Weeks
Ended
December 30, 2004

Fifty-three Weeks
Ended
January 1, 2004Deferred tax assetsNet operating loss carryforward

$
28.1

$
30.5Excess of tax basis over book basis of fixed assets


14.0


13.3Excess of tax basis over book basis of intangible assets





5.6Accrued expenses


1.7


2.1Other


3.2


3.1Total deferred tax assets before valuation allowance


47.0


54.6Valuation allowance


(28.2
)

(28.2
)Total deferred tax assets after valuation allowance


18.8


26.4Deferred tax liabilitiesDeferred gain on sale of theatres


(59.5
)

(60.2
)Excess of book basis over tax basis of intangible assets


(1.6
)

Total deferred tax liabilities


(61.1
)

(60.2
)Net deferred tax asset/(liability)

$
(42.3
)
$
(33.8
)


At
December 30, 2004, the Company has net operating loss carryforwards for federal income tax purposes of approximately $71.7 million with expiration commencing during
2007. The Company's net operating loss carryforwards were generated by the predecessor entities of UATC. The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of net operating
losses in the event of an "ownership change" of a corporation. Accordingly, the Company's ability to utilize the net operating losses may be impaired as a result of the "ownership change" limitations.

In
assessing the valuation of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which these temporary differences become deductible. The Company has
recorded a valuation allowance against deferred tax assets at December 30, 2004 and January 1, 2004 totaling $28.2 million, as management believes it more likely than not that
such deferred tax asset amounts would not be realized in future tax periods. The valuation allowance relates to pre-acquisition deferred tax assets of UATC. Accordingly, future reductions
in the valuation allowance will reduce goodwill related to the acquisition of UATC. During fiscal year ended January 1, 2004, United Artists sold certain assets at fair market value to other
related companies, resulting in a deferred taxable gain. Based on this transaction, the Company determined it was more likely than not that certain deferred tax assets of United Artists would be
realized, and, accordingly reduced the valuation allowance by the amount of $25.3 million. As a result, the valuation allowance and goodwill were reduced by such amount.

44

---



(9)   Commitments and contingencies



The Company accounts for a majority of its leases as operating leases. The Company, at its option, can renew a substantial portion of the leases at defined or
then fair rental rates for various periods. Certain leases for Company theatres provide for contingent rentals based on the revenue results of the underlying theatre and require the payment of taxes,
insurance, and other costs applicable to the property. Also, certain leases contain escalating minimum rental provisions that have been accounted for on a straight-line basis over the
initial term of the leases. Minimum rentals payable under all non-cancelable operating leases with terms in excess of one year as of December 30, 2004 are summarized for the
following fiscal years:

(In Millions)2005

$
43.82006


41.52007


40.52008


40.32009


40.2Thereafter


235.5


Rent
expense including sale and leaseback rentals of $15.4 million, $16.7 million and $18.2 million for the fifty-two weeks ended December 30,
2004, the fifty-three weeks ended January 1, 2004 and the fifty-one weeks ended December 26, 2002 under such operating leases amounted to $46.8 million,
$62.5 million and $76.2 million for the fifty-two weeks ended December 30, 2004, the fifty-three weeks ended January 1, 2004 and the fifty-one weeks
ended December 26, 2002, respectively. Contingent rent expense was $1.5 million, $1.5 million and $3.0 million for the fifty-two weeks ended December 30,
2004, the fifty-three weeks ended January 1, 2004 and the fifty-one weeks ended December 26, 2002.



On September 5, 2000 (the "Petition Date") UATC and certain of its subsidiaries, as well as the Parent and certain of the Parent's subsidiaries, filed
voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Chapter 11
Cases"), as well as a joint plan of reorganization. Upon the filing of the Chapter 11 Cases and petitions, the Bankruptcy Code imposed a stay applicable to all entities, of, among other things, the
commencement or continuation of judicial, administrative, or other actions or proceedings against United Artists that were or could have been commenced before the bankruptcy petition.



The Company and its subsidiaries are also presently involved in various legal proceedings arising in the ordinary course of its business operations, including
personal injury claims, employment and contractual matters and other disputes. The Company believes it has adequately provided for the settlement of such matters. Management believes any additional
liability with respect to the above proceedings will not be material in the aggregate to the Company's consolidated financial position, results of operations or cash flows.

The
Americans with Disabilities Act of 1990 (the "ADA") and certain state statutes, among other things, require that places of public accommodation, including theatres (both existing and
newly constructed), be accessible to and that assistive listening devices be available for use by certain patrons with disabilities. With respect to access to theatres, the ADA may require
modifications to be made to existing theatres to make them accessible to certain theatre patrons and employees who are disabled.

45

---



The
ADA requires that theatres be constructed in such a manner that persons with disabilities have full use of the theatre and its facilities and reasonable access to work stations. The
ADA provides for a private right of action and reimbursement of plaintiffs' attorneys' fees and expenses under certain circumstances. Non-compliance with the ADA could result in the
imposition of injunctive relief, fines, an award of damages to private litigants and additional capital expenditures to remedy such non-compliance. The Parent and several of its
subsidiaries and UATG are subject to a consent decree arising from a lawsuit captioned Connie Arnold et. al. v. United Artists Theatre Circuit, Inc. The plaintiffs alleged nationwide violations
with the ADA for failure to remove barriers to access at existing theatres in a timely manner. In 1996, the parties involved in the case entered into a settlement agreement in which United Artists
agreed to remove physical barriers to access at its theatres prior to July 2001. In January 2001, the settlement agreement was amended to, among other things, extend the completion date
for the barrier removal to July 2006 and require minimum expenditures of $250,000 a year for barrier removal. UATC has established a program to review and evaluate UATC theatres and to make any
changes that may be required by the ADA. UATC estimates the costs to comply with these requirements will total between $2.5 million and $5.0 million.

On
March 18, 2003, Reading International, Inc., Citadel Cinemas, Inc. and Sutton Hill capital, LLC (collectively, the "Plaintiffs") filed a complaint and demand for
jury trial in the United States District Court for the Southern District of New York against Oaktree Capital Management LLC, Onex Corporation ("Loews"), Regal, United Artists, UATC, Loews Cineplex
Entertainment Corporation, Columbia Pictures Industries, Inc., The Walt Disney Company, Universal Studios, Inc., Paramount Pictures Corporation, Metro-Goldwyn-Mayer Distribution Company,
Fox Entertainment Group, Inc., Dreamworks LLC, Stephen Kaplan and Bruce Karsh (collectively, "the Defendants") alleging various violations by the Defendants of federal and state antitrust laws
and New York common law. The Plaintiffs allege, among other things, that the consolidation of the theatre industry and alleged agreements between and among Regal, movie distributors, and Loews, have
adversely impacted their ability to exhibit firstrun industry-anticipated top-grossing commercial films at their Village East theatre in Lower Manhattan, and are seeking,
among other things, a declaration that the Defendants' conduct in violation of antitrust laws, damages, and equitable relief enjoining Defendants from engaging in future anticompetitive conduct. On
December 10, 2003, the court granted Defendant's motion to dismiss in part, thereby dismissing several of Plaintiffs' claims and dismissing Sutton Hill as a plaintiff. On December 24,
2003, Plaintiffs amended their complaint to add Village East Limited Partnership as a Plaintiff. Management believes that the remaining allegations and claims are without merit and intends to
vigorously defend against the Plaintiffs' claims.

From
time to time, we have received letters from the attorneys general of states in which we operate theatres regarding investigation into the accessibility of our theatres to persons
with visual or hearing impairments. We believe we provide the members of the visually and hearing impaired communities with reasonable access to the movie-going experience and, accordingly, we believe
we are in substantial compliance with all applicable regulations.

We
believe that we are in substantial compliance with all applicable regulations relating to accommodations for the disabled. We intend to comply with future regulations in the regard,
and except as set forth above, we do not currently anticipate that compliance will require us to expend substantial funds. Our theatre operations are also subject to federal, state and local laws
governing such matters as wages, working conditions, citizenship and health and sanitation requirements. We believe that we are in substantial compliance with all of such laws.

46

---



(10) Capital Stock and Stock Option Plan

Common and Preferred Stock

UATC is authorized to issue 1,000 shares of its $1.00 par value common stock, of which 100 shares are issued and outstanding at December 30, 2004, and are
all held by the Parent. At December 30, 2004 the Company has 5,000,000 shares of preferred stock authorized with none issued.

Stock Option Plans

At December 30, 2004, Regal had a stock option plan. Regal applies the provisions of Accounting Principles Board Opinion No. 25 "Accounting for
Stock Issued to Employees" and related interpretations in accounting for these plans. No compensation cost has been recognized by UATC for Regal's stock option plan except for the amortization of
deferred stock compensation of $2.8 million, $2.6 million and $1.8 million for the fifty-two weeks ended December 30, 2004, the fifty-three weeks ended
January 1, 2004 and the fifty-one weeks ended December 26, 2002, respectively.

(11) Employee Benefits Plan

In conjunction with the exchange transaction in April 2002 (see Note 2"Formation of Regal Entertainment Group"), Regal Cinemas', United
Artists' and Edwards' management and operations were combined. Accordingly, during May 2002, United Artists transferred all plan assets (approximately $19.9 million) under the United
Artists Theatre Circuit 401(k) Savings Plan to the Regal Entertainment Group 401(k) plan, as further described below. The Company made discretionary contributions of approximately
$0.3 million to the applicable plan for the fifty-one weeks ended December 26, 2002.

REG
sponsors an employee benefit plan, the Regal Entertainment Group 401(k) Profit Sharing Plan, under section 401(k) of the Internal Revenue Code of 1986, as
amended, for the benefit of substantially all full-time employees of UATC. The plan provides that participants may contribute up to 20% of their compensation, subject to Internal Revenue
Service limitations. The plan currently matches an amount equal to 40% of the participant's contributions up to 6% of the participant's compensation. Employee contributions are invested in various
investment funds based upon elections made by the employee.

(12) Fair Value of Financial Instruments

The methods and assumptions used to estimate the fair value of each class of financial instrument as of December 30, 2004 and January 1, 2004 are as
follows:

Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued liabilities:

The carrying amounts approximate fair value because of the short maturity of these instruments.

Long term debt, excluding capital lease obligation:

The fair value of the Company's debt obligations were based on recent financing transactions for similar debt issuances and the carrying amounts approximates the
fair value.

(13) Subsequent Events

During February 2005, REG entered into an agreement with Icon Distribution Inc. to settle litigation arising from the exhibition of a film. Pursuant
to accounting rules and standards, the settlement impacted UATC's net income by approximately $1.8 million and is reflected as a component of "Loss on lawsuit settlement" in the accompanying
statements of income for the quarter and year ended December 30, 2004.

47

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit
to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission's
rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officers (whom we refer to in this periodic report as
our Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our
disclosure controls and procedures as of December 30, 2004, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers
concluded that, as of December 30, 2004, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 30, 2004 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Management is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report. The consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management's judgments and estimates concerning effects
of events and transactions that are accounted for or disclosed. The Company's internal control over financial reporting includes those policies and procedures that pertain to the Company's ability to
record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting,
including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable
assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

Item 9B. OTHER INFORMATION

None.

48

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PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Shown below are the names, ages as of December 30, 2004, and current position of our directors and executive officers. There are no family relationships
between any of the persons listed below, or between any of such persons and any of the directors of the Company or any persons nominated or chosen by the Company to become a director or executive
officer of the Company. Each Director's term is for a period of one year.

|Name                |  | Age |  | Position                              
|------------------- |  | --- |  | --------------------------------------
|Michael L. Campbell |  | 51  |  | President and Chairman of the Board   
|Gregory W. Dunn     |  | 45  |  | Director and Vice President           
|Amy E. Miles        |  | 38  |  | Director, Vice President and Treasurer
|Peter B. Brandow    |  | 44  |  | Vice President and Secretary          

Michael
L. Campbell has served as a member of our board of directors since March 24, 2003 and as our President and Chairman of the Board since August 8, 2002. He is also
Co-Chairman and Co-Chief Executive Office of Regal and is Chief Executive Officer and a member of the board of directors of Regal Cinemas. Mr. Campbell founded Regal
Cinemas, Inc. in November 1989, and has served as Chief Executive Officer of Regal Cinemas, Inc. since its inception. Mr. Campbell served as a director and executive
officer of Regal Cinemas, Inc. when it filed for bankruptcy under Chapter 11 of the United States Bankruptcy and throughout the bankruptcy proceedings described in Note 4 to the
consolidated financial statements included in the Form 10-K of Regal filed for the fiscal year ended December 30, 2004, the description of which proceedings is incorporated
herein by reference. Prior thereto, Mr. Campbell was the Chief Executive Officer of Premiere Cinemas Corporation, which he co-founded in 1982, and served in such capacity until
Premiere was sold in October 1989. Mr. Campbell is a director of Regal, Eon Streams, Inc., Fandango, Inc. and the National Association of Theatre Owners ("NATO") and serves
on Regal's and NATO's executive committee of the board of directors.

Gregory
W. Dunn has served as a member of our board of directors and as our Vice President since March 24, 2003. He is the Executive Vice President and Chief Operating Officer of
Regal and President and Chief Operating Officer of Regal Cinemas, and served as Executive Vice President and Chief Operating Officer of Regal Cinemas, Inc. from 1995 to March 2002.
Mr. Dunn served as an executive officer of Regal Cinemas, Inc. when it filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code and throughout the bankruptcy
proceedings described in Note 4 to the consolidated financial statements included in the Form 10-K of Regal filed for the fiscal year ended December 30, 2004, the
description of which proceedings is incorporated herein by reference. Mr. Dunn served as Vice President of Marketing and Concessions of Regal Cinemas, Inc. from 1991 to 1995.

Amy
E. Miles has served as a member of our board of directors since March 24, 2003 and as our Vice President and Treasurer since August 8, 2002. She is the Executive Vice
President, Chief Financial Officer and Treasurer of Regal and Regal Cinemas, and served as the Executive Vice President, Chief Financial Officer and Treasurer of Regal Cinemas, Inc. since
January 2000. Ms. Miles served as an executive officer of Regal Cinemas, Inc. when it filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code and throughout the
bankruptcy proceedings described in Note 4 to the consolidated financial statements included in the Form 10-K of Regal filed for the fiscal year ended December 30,
2004, the description of which proceedings is incorporated herein by reference. Prior thereto, Ms. Miles served as Senior Vice President of Finance from April 1999, when she joined Regal
Cinemas, Inc. Ms. Miles was a Senior Manager with Deloitte & Touche from 1998 to 1999. From 1989 to 1998 she was with PricewaterhouseCoopers, LLC.

49

---



Peter
Brandow has served as our Vice President and Secretary since March 24, 2003. He is the Executive Vice President, General Counsel and Secretary of Regal and has served as the
Executive Vice President, General Counsel and Secretary of Regal Cinemas, Inc. since July 2001, and prior to that time he served as Senior Vice President, General Counsel and Secretary
of Regal Cinemas, Inc. since February 2000. Mr. Brandow served as an executive officer of Regal Cinemas, Inc. when it filed for bankruptcy under Chapter 11 of the United
States Bankruptcy Code and throughout the bankruptcy proceedings described in Note 4, to the consolidated financial statements included in the Form 10-K of Regal filed for
the fiscal year ended December 30, 2004, the description of which proceedings is incorporated herein by reference. Mr. Brandow served as Vice President, General Counsel and Secretary
from February 1999 when he joined Regal Cinemas, Inc. From September 1989 to January 1999, Mr. Brandow was an associate with the law firm Simpson, Thatcher &
Bartlett.

None
of our directors, executives officers or any beneficial owner of more than 10% of our equity securities is required to file reports pursuant to Section 16(a) of the
Securities Exchange Act of 1934 with respect to the relationship with us because we do not have any equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Our
entire board of directors acts as our audit committee, and it has determined that Ms. Miles, as our principal financial officer as well as Regal's, qualifies as an "audit
committee financial expert" within the meaning of the regulations of the SEC. Ms. Miles is not "independent" under the applicable rules of the SEC.

In
accordance with the Sarbanes-Oxley Act and the applicable SEC rules, our principal executive, financial and accounting officers are subject to the Regal Code of Business Conduct and
Ethics, which is applicable to all directors, officers and employees of Regal and its subsidiaries, including the Company and its subsidiaries, and includes a requirement that we make prompt
disclosure of any waiver of the code for executive officers or directors made by our board. A copy of the Code of Business Conduct and Ethics is available in print without charge to any person who
sends a request to the office of the Secretary of United Artists Theatre Circuit, Inc. at 7132 Regal Lane, Knoxville, Tennessee 37918.

50

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Item 11. EXECUTIVE COMPENSATION

The following table shows the fiscal 2004, 2003 and 2002 cash compensation and certain other compensation paid to or accrued by certain of our executive officers
for the fiscal year ended December 30, 2004, January 1, 2004 and December 26, 2002. These individuals are referred to as our Named Executive Officers. The compensation reported
for the Named Executive Officers for fiscal 2004 is the compensation that they received in their capacities as executive officers of Regal. The Named Executive Officers did not receive any additional
compensation from us or any other Regal subsidiary during the year.

|                                                        |  |                |  |     |                         |  |     | Long-Term
Compensation 
|------------------------------------------------------- |  | -------------- |  | --- | ----------------------- |  | --- | -----------------------
|
|
|
|
|Michael L. Campbell
President and Chairman of the Board |  | 2004
2003
2002 |  | $$$ | 589,100
589,100
589,100 |  | $$$ | 530,190
650,000
883,650
|Gregory W. Dunn
Director and Vice President             |  | 2004
2003
2002 |  | $$$ | 377,169
377,169
377,169 |  | $$$ | 254,589
282,877
377,169
|Amy E. Miles
Director, Vice President and Treasurer     |  | 2004
2003
2002 |  | $$$ | 350,000
325,000
325,000 |  | $$$ | 249,375
275,000
325,000
|Peter B. Brandow
Vice President and Secretary           |  | 2004
2003
2002 |  | $$$ | 311,100
305,000
305,000 |  | $$$ | 209,993
228,750
305,000

---

Option Grants in Last Fiscal Year

There were no stock option grants to our Named Executive Officers during fiscal 2004.

Aggregated Option Exercises In Last Fiscal Year and FY-End Option Values

Our Named Executive Officers did not exercise any stock options to purchase shares of our common stock during the fiscal year ended December 30, 2004 and,
because all of our post-bankruptcy grants were exchanged for option grants from Regal in the exchange transaction, none of our securities were underlying unexercised stock options at
fiscal year end. Accordingly, the aggregated option exercise table has been omitted. For information regarding the Regal options exercises of our Named Executive Officers during the fiscal year,
please refer to Regal's proxy statement for its 2005 annual stockholders meeting when it becomes available.

51

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Director Compensation

We reimburse our directors for reasonable out-of-pocket expenses related to attending board of director meetings. We do not pay, and do
not currently anticipate paying, any other cash or equity compensation to our directors for serving on our board of directors.

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

We do not have any employment agreements with our Named Executive Officers. Regal, however, has entered into employment agreements with Messrs. Campbell
and Dunn and Ms. Miles, which provide for their employment as executive officers of the Company and our subsidiaries, as well as for Regal. The terms of their employment agreements with Regal
are set forth below.

Regal
entered into an employment agreement with Mr. Campbell on May 3, 2002, pursuant to which Mr. Campbell will serve as our President and as Co-Chief
Executive Officer of Regal. The term of the agreement is three years and provides for a base annual salary of $589,100, subject to
subsequent annual adjustment. He is also eligible to receive a cash bonus each year based on performance and attainment of earnings objectives set by Regal's board of directors. Mr. Campbell's
target bonus will be at least 100% of his base annual salary and his stretch bonus will be at least 150% of his base annual salary.

If
Mr. Campbell's employment is terminated without cause, he is entitled to severance payments equal to two times his base annual salary and health and life insurance benefits for
24 months from the date of the termination of his employment. Under those circumstances, he is also entitled to receive, pro-rated to the date of termination, any bonus he would
have received for that year. If he terminates his employment for good reason, he is entitled to receive, in addition to amounts payable if Regal were to have terminated his employment without cause,
one times his target bonus. Also, if Regal terminates his employment, or if he resigns for good reason, within three months prior to, or one year after, a change of control of Regal, he is
entitled to receive severance payments equal to: (i) the actual bonus, pro-rated to the date of termination, he would have received in respect of the fiscal year in which the
termination occurs; and (ii) two and one-half times his annual base salary plus two times his target bonus, and health and life insurance benefits for 30 months.
Mr. Campbell is also subject to a noncompete agreement under which he agrees not to compete with Regal or its theatre affiliates or solicit or hire certain of Regal's employees during the term
of his employment agreement and for one year thereafter.

Regal
entered into employment agreements with Ms. Miles and Mr. Dunn on May 3, 2002, pursuant to which Ms. Miles will serve as our Chief Financial Officer and
as Chief Financial Officer of Regal, and Mr. Dunn will serve as our Vice President and Chief Operating Officer and as Regal's Chief Operating Officer. The term of the agreements is
three years and the agreements provide for base annual salaries of $377,169 for Mr. Dunn and $325,000 for Ms. Miles, subject to subsequent annual adjustment. Each of them is also
eligible to receive a cash bonus each year based on performance and attainment of earnings objectives set by Regal's board of directors. Each of their target bonuses will be at least 75% of their
respective base annual salary and each of their stretch bonuses shall be at least 100% of their respective base annual salary.

If
either Ms. Miles' or Mr. Dunn's employment is terminated without cause, the terminated officer is entitled to severance payments equal to two times his or her base
annual salary and health and life insurance benefits for 24 months from the date of the termination of his or her employment. Under those circumstances, he or she is also entitled to receive,
pro-rated to the date of termination, any bonus he or she would have received for that year. If either Mr. Dunn or Ms. Miles terminates his or her employment for good reason,
he or she is entitled to receive, in addition to amounts payable if we were to have terminated his or her employment without cause, one times their respective target bonus. Also, if Regal terminates
employment, or if either of them resigns for good reason, within three months

52

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prior
to, or one year after, a change of control of Regal, the resigning officer is entitled to receive severance payments equal to: (i) the actual bonus, pro-rated to the date of
termination, the executive officer would have received in the fiscal year in which the termination occurs, and (ii) two times the executive officer's annual salary plus one and
one-half times the executive officer's target bonus, and health and life insurance benefits for 30 months. Mr. Dunn and Ms. Miles are each also subject to a noncompete
agreement under which he or she agrees not to compete with Regal or its theatre affiliates or solicit or hire certain of Regal's employees during the term of his or her employment agreement and for
one year thereafter.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We are a wholly owned subsidiary of United Artists, which is a wholly owned subsidiary of REH, which is in turn a wholly owned subsidiary of Regal. Anschutz
Company, which beneficially owned as of December 30, 2004, approximately 50.9% of Regal's Class A common stock, approximately 84.2% of Regal's Class B common stock and
approximately 79.0% of the voting power of Regal's outstanding voting capital stock, may be deemed to beneficially own our shares held directly by United Artists. Philip F. Anschutz, as the sole owner
of Anschutz Company, may be deemed to beneficially own our shares beneficially owned by Anschutz Company. The foregoing information is based upon a filing made by Anschutz Company and
Mr. Anschutz with the Securities and Exchange Commission in respect of the shares of Regal beneficially owned by it and him. None of our directors or named executive officers owns beneficially
any of our shares of capital stock.

Equity Compensation Plan Information

We do not have any compensation plans outstanding under which our equity securities are authorized for issuance, and we have no present intention to adopt any
such plans.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We lease 5 theatres from Prop I. United Artists owns 100% of the capital stock of UAR, and UAR owns 100% of the capital stock of Prop I.

The
lease agreement between UATC and Prop I provides for an annual base rental of approximately $0.6 million, as well as taxes, insurance, maintenance and other related charges.
Effective November 1, 1998, the lease agreement between UATC and Prop I provides for an annual base rental of $1, as well as taxes, insurance, maintenance and other related charges. Prior to
November 1, 1998, the lease agreement between UATC and Prop I provided for an annual base rental of approximately $5.9 million. In addition to the annual base rental amounts, the leases
provided for additional rentals based upon a percentage of the leased theatres revenues. The lease between UATC and Prop I expired on October 31, 2003. UATC exercised its option to extend the
lease for an additional ten years.

In
order to fund the cost of additions and/or renovations to the theatres leased by UATC from Prop I, UATC has periodically made advances to Prop I.

Regal
Cinemas, Inc. has agreed to manage the theatre operations of UATC pursuant to the terms of a management agreement. During the fifty-two weeks ended
December 30, 2004, the fifty-three weeks ended January 1, 2004 and the fifty-one weeks ended December 26, 2002, UATC recorded management fees expenses of approximately
$8.6 million, $10.7 million and $12.4 million respectively, related to this arrangement. Such fees have been recorded in the accompanying consolidated statement of operations as a
component of "General and Administrative" expenses.

The
Company has an arrangement which provides Regal CineMedia, a subsidiary of REG, the right to sell on-screen advertising and other special events on its screens. Under the
terms of the arrangement UATC receives a net fee for the use of its screens. The net fee is recorded in other

53

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revenue
and totaled $1.7 million, $2.2 million and $2.6 million in the fifty-two weeks ended December 30, 2004, the fifty-three weeks ended January 1,
2004 and the fifty-one weeks ended December 26, 2002, respectively.

United
Artists became a wholly owned subsidiary of REH through a series of transactions in April and August 2002. On June 6, 2003 UATC completed the sale of certain
leased theatres consisting of 46 theatres and 438 screens in 11 states and certain other assets under construction to UATG, a wholly
owned subsidiary of REH, for a total cash consideration of approximately $291.4 million, pursuant to an asset purchase agreement between UATG and UATC. Also, on June 6, 2003, Prop I
effected a payment of $20.0 million on its outstanding indebtedness to UATC. Concurrent with the sale, UATC used a portion of the proceeds from the sale of the theatre assets to repay its
outstanding indebtedness and related accrued interest of approximately $263.8 million under a note payable to United Artists.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Independent Auditors

KPMG, LLP served as our independent auditors for the fiscal years ended December 30, 2004 and January 1, 2004. For such fiscal years
we paid fees for services from KPMG as discussed below.





Our Board of Directors pre-approves all audit and permissible non-audit services provided by the independent auditors on a
case-by-case basis. These services may include audit services, audit related services, tax services and other services. Our Chief Financial Officer is responsible for
presenting the board with an overview of all proposed audit, audit related, tax or other non-audit services to be performed by the independent auditors. The presentation must be in
sufficient detail to define clearly the services to be performed. The board does not delegate the responsibilities to pre-approve services performed by the independent auditors to
management or to an individual member of the board.

54

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | United Artists Second Amended Joint Plan of Reorganization (filed as exhibit 2 to United Artists Theatre Circuit, Inc.'s Current Report on Form 8-K filed on February 9, 2001 (Commission File
No. 033-49598), and incorporated herein by reference)                                                                                                                                                                                                                                                                         
|3.1            |  | Restated Articles of Incorporation of United Artists Theatre Circuit, Inc. (filed as exhibit 3.1 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated
herein by reference)                                                                                                                                                                                                                                                                          
|3.2            |  | Bylaws of United Artists Theatre Circuit, Inc. (filed as exhibit 3.2 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)                                                                                                                                                                                                                                                                                                      
|4.1            |  | Amendment to Leveraged Lease Facility and Second Supplemental Indenture, dated as of March 7, 2001, among United Artists Theatre Circuit, Inc., Wilmington Trust Company, William J. Wade, Theatre Investors, Northway Associates Limited
Partnership, State Street Bank and Trust Company, Susan Keller and MacKay Shields LLC (filed as exhibit 10.2 to United Artists Theatre Circuit, Inc.'s Form 10-Q for the fiscal quarter ended March 29, 2001 (Commission File No.
033-49598), and incorporated herein by reference)
|4.2            |  | Trust Indenture and Security Agreement, dated as of December 13, 1995, between Wilmington Trust Company, William J. Wade and Fleet National Bank of Connecticut and Alan B. Coffey (filed as exhibit 4.2 to United Artists Theatre Circuit,
 Inc.'s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

55

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|4.3   |  | Pass Through Certificates, Series 1995-A Registration Rights Agreement, dated as of December 13, 1995, among United Artists Theatre Circuit, Inc., Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (filed as exhibit 4.3 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)                                                                                                
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4   |  | Participation Agreement, dated as of December 13, 1995, among United Artists Theatre Circuit, Inc., Wilmington Trust Company, William J. Wade, Theatre Investors, Inc., Northway Mall Associates, LLC, Wilmington Trust Company, William J.
Wade, Fleet National Bank of Connecticut, Alan B. Coffey and Fleet National Bank of Connecticut (filed as exhibit 4.4 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and
incorporated herein by reference)
|4.5   |  | Pass Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc. and Fleet National Bank of Connecticut (filed as exhibit 4.5 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission
File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)                                                                                                                                                                                           
|4.6   |  | Lease Agreement, dated as of December 13, 1995, between Wilmington Trust Company and William J. Wade and United Artists (filed as exhibit 4.6 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission File No. 333-1024) filed
on February 5, 1996, and incorporated herein by reference)                                                                                                                                                                                                                    
|4.7   |  | Lease Agreement, dated as of October 1, 1988, between United Artists Properties I Corporation and United Artists Theatre Circuit, Inc. (filed as exhibit 10.1 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File
No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)                                                                                                                                                                                                    
|10.1  |  | Trademark Agreement as of May 12, 1992 by United Artists Entertainment Company, United Artists Holdings, Inc., United Artists Cable Holdings, Inc., United Artists Theatre Holding Company, on the one hand and United Artists Theatre
Circuit, Inc., United Artists Realty Company, UAB, Inc., and UAB II, Inc., on the other hand (filed as exhibit 10.9 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File No. 033-49598) filed on
October 5, 1992, and incorporated herein by reference)       
|10.2  |  | Tax Sharing Agreement, dated as of May 12, 1992, between United Artists Theatre Company and United Artists Theatre Circuit, Inc. (filed as exhibit 10.11 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File
No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)                                                                                                                                                                                                         
|10.3  |  | Management Agreement, dated as of May 27, 2003, between Regal Cinemas, Inc. and United Artists Theatre Circuit, Inc. filed as exhibit 10.3 to United Artists Theatre Circuit, Inc.'s Form 10-K (Commission File
No. 033-49598) filed on March 31, 2004, and incorporated herein by reference)                                                                                                                                                                                                                       
|10.4* |  | Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Michael L. Campbell (filed as exhibit 10.4 to Amendment No. 2 to the Registration Statement of Regal Entertainment Group on Form S-1 (Commission File
No. 333-84096) on May 6, 2002, and incorporated herein by reference)                                                                                                                                                                                                           
|10.5* |  | Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Gregory W. Dunn (filed as exhibit 10.7 to Amendment No. 2 to the Registration Statement of Regal Entertainment Group on Form S-1 (Commission File
No. 333-84096) on May 6, 2002, and incorporated herein by reference)                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

56

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|10.6* |  | Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Amy E. Miles (filed as exhibit 10.6 to Amendment No. 2 to the Registration Statement of Regal Entertainment Group on Form S-1 (Commission File
No. 333-84096) on May 6, 2002, and incorporated herein by reference)
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21.1  |  | Subsidiaries of United Artists Theatre Circuit, Inc.                                                                                                                                                                                                                                              
|31.1  |  | Rule 13(a)-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                                         
|31.2  |  | Rule 13(a)-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                                         

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57

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|               |  | UNITED ARTISTS THEATRE CIRCUIT, INC.
|-------------- |  | ------------------------------------
|March 30, 2005 |  | By:                                 
|March 30, 2005 |  | By:                                 

Pursuant
to the requirements of the Securities Exchange Act 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|Signature                                 |  | Title                                  |  | Date          
|----------------------------------------- |  | -------------------------------------- |  | --------------
|                                          |  |                                        |  |               
|/s/MICHAEL L. CAMPBELLMichael L. Campbell |  | President and Chairman of the Board    |  | March 30, 2005
|/s/AMY E. MILESAmy E. Miles               |  | Director, Vice President and Treasurer |  | March 30, 2005
|/s/GREGORY W. DUNNGregory W. Dunn         |  | Director and Vice President            |  | March 30, 2005

Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act

The
registrant has not sent to its sole stockholder an annual report to security holders covering the registrant's last fiscal year or any proxy statement, form of proxy or other proxy
soliciting material with respect to any annual or other meeting of security holders.

58

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Exhibit Index

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | United Artists Second Amended Joint Plan of Reorganization (filed as exhibit 2 to United Artists Theatre Circuit, Inc.'s Current Report on Form 8-K filed on February 9, 2001 (Commission File
No. 033-49598), and incorporated herein by reference)                                                                                                                                                                                                                                                                         
|3.1            |  | Restated Articles of Incorporation of United Artists Theatre Circuit, Inc. (filed as exhibit 3.1 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated
herein by reference)                                                                                                                                                                                                                                                                          
|3.2            |  | Bylaws of United Artists Theatre Circuit, Inc. (filed as exhibit 3.2 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)                                                                                                                                                                                                                                                                                                      
|4.1            |  | Amendment to Leveraged Lease Facility and Second Supplemental Indenture, dated as of March 7, 2001, among United Artists Theatre Circuit, Inc., Wilmington Trust Company, William J. Wade, Theatre Investors, Northway Associates Limited
Partnership, State Street Bank and Trust Company, Susan Keller and MacKay Shields LLC (filed as exhibit 10.2 to United Artists Theatre Circuit, Inc.'s Form 10-Q for the fiscal quarter ended March 29, 2001 (Commission File No.
033-49598), and incorporated herein by reference)
|4.2            |  | Trust Indenture and Security Agreement, dated as of December 13, 1995, between Wilmington Trust Company, William J. Wade and Fleet National Bank of Connecticut and Alan B. Coffey (filed as exhibit 4.2 to United Artists Theatre Circuit,
 Inc.'s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)                                                                                                                                                                 
|4.3            |  | Pass Through Certificates, Series 1995-A Registration Rights Agreement, dated as of December 13, 1995, among United Artists Theatre Circuit, Inc., Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (filed as exhibit 4.3 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)                                                                                                         
|4.4            |  | Participation Agreement, dated as of December 13, 1995, among United Artists Theatre Circuit, Inc., Wilmington Trust Company, William J. Wade, Theatre Investors, Inc., Northway Mall Associates, LLC, Wilmington Trust Company, William J.
Wade, Fleet National Bank of Connecticut, Alan B. Coffey and Fleet National Bank of Connecticut (filed as exhibit 4.4 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and
incorporated herein by reference)         
|4.5            |  | Pass Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc. and Fleet National Bank of Connecticut (filed as exhibit 4.5 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission
File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)                                                                                                                                                                                                    
|4.6            |  | Lease Agreement, dated as of December 13, 1995, between Wilmington Trust Company and William J. Wade and United Artists (filed as exhibit 4.6 to United Artists Theatre Circuit, Inc.'s Form S-2 (Commission File No. 333-1024) filed
on February 5, 1996, and incorporated herein by reference)                                                                                                                                                                                                                             
|4.7            |  | Lease Agreement, dated as of October 1, 1988, between United Artists Properties I Corporation and United Artists Theatre Circuit, Inc. (filed as exhibit 10.1 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File
No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)                                                                                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|10.1  |  | Trademark Agreement as of May 12, 1992 by United Artists Entertainment Company, United Artists Holdings, Inc., United Artists Cable Holdings, Inc., United Artists Theatre Holding Company, on the one hand and United Artists Theatre
Circuit, Inc., United Artists Realty Company, UAB, Inc., and UAB II, Inc., on the other hand (filed as exhibit 10.9 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File No. 033-49598) filed on
October 5, 1992, and incorporated herein by reference)
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2  |  | Tax Sharing Agreement, dated as of May 12, 1992, between United Artists Theatre Company and United Artists Theatre Circuit, Inc. (filed as exhibit 10.11 to United Artists Theatre Circuit, Inc.'s Form S-1 (Commission File
No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)                                                                                                                                                                                                  
|10.3  |  | Management Agreement, dated as of May 27, 2003, between Regal Cinemas, Inc. and United Artists Theatre Circuit, Inc. filed as exhibit 10.3 to United Artists Theatre Circuit, Inc.'s Form 10-K (Commission File
No. 033-49598) filed on March 31, 2004, and incorporated herein by reference)                                                                                                                                                                                                                
|10.4* |  | Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Michael L. Campbell (filed as exhibit 10.4 to Amendment No. 2 to the Registration Statement of Regal Entertainment Group on Form S-1 (Commission File
No. 333-84096) on May 6, 2002, and incorporated herein by reference)                                                                                                                                                                                                    
|10.5* |  | Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Gregory W. Dunn (filed as exhibit 10.7 to Amendment No. 2 to the Registration Statement of Regal Entertainment Group on Form S-1 (Commission File
No. 333-84096) on May 6, 2002, and incorporated herein by reference)                                                                                                                                                                                                        
|10.6* |  | Employment Agreement, dated May 3, 2002, between Regal Entertainment Group and Amy E. Miles (filed as exhibit 10.6 to Amendment No. 2 to the Registration Statement of Regal Entertainment Group on Form S-1 (Commission File
No. 333-84096) on May 6, 2002, and incorporated herein by reference)                                                                                                                                                                                                           
|21.1  |  | Subsidiaries of United Artists Theatre Circuit, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|31.1  |  | Rule 13(a)-14(a) Certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|31.2  |  | Rule 13(a)-14(a) Certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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