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 January 1, 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(State or Other Jurisdiction of
Incorporation or Organization) |  | 13-1424080(Internal Revenue Service Employer
Identification Number)
|---------------------------------------------------------------------- |  | -------------------------------------------------------------------
|7132 Regal Lane
Knoxville, TN(Address of Principal
Executive Offices)  |  | 37918(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 June 26, 2003, there were no shares of voting or non-voting
common equity held by non-affiliates of the registrant.

The
number of shares outstanding of $1.00 par value common stock at March 31, 2004 was 100 shares.

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TABLE OF CONTENTS

|         |                                                                                               | Page                                        
|-------- | --------------------------------------------------------------------------------------------- | --------------------------------------------
|PART I   |                                                                                               |                                             
|         | Item 1. Business                                                                              |                                             
|         |                                                                                               | The Company                                 
|         |                                                                                               | Description of Business                     
|         |                                                                                               | Industry Overview                           
|         |                                                                                               | Industry Trends                             
|         |                                                                                               | Theatre Operations                          
|         |                                                                                               | Film Distribution                           
|         |                                                                                               | Film Licensing                              
|         |                                                                                               | Concessions                                 
|         |                                                                                               | Competition                                 
|         |                                                                                               | Marketing and Advertising                   
|         |                                                                                               | Management Information Systems              
|         |                                                                                               | Seasonality                                 
|         |                                                                                               | Employees                                   
|         |                                                                                               | Regulation                                  
|         | Item 2. Properties                                                                            |                                             
|         | Item 3. Legal Proceedings                                                                     |                                             
|         | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                             
|PART II  |                                                                                               |                                             
|         | Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters             |                                             
|         | Item 6. Selected Financial Data                                                               |                                             
|         | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations |                                             
|         |                                                                                               | Overview and Basis of Presentation          
|         |                                                                                               | Results of Operations                       
|         |                                                                                               | Liquidity and Capital Resources             
|         |                                                                                               | Contractual Cash Obligations and Commitments
|         |                                                                                               | Critical Accounting Estimates               
|         |                                                                                               | Quarterly Results                           
|         |                                                                                               | Inflation                                   
|         |                                                                                               | Seasonality                                 
|         |                                                                                               | Recent Accounting Pronouncements            
|         |                                                                                               | Forward-looking Statements                  
|         | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                           |                                             
|         | Item 8. Financial Statements and Supplementary Data                                           |                                             
|         | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |                                             
|         | Item 9A. Controls and Procedures                                                              |                                             
|PART III |                                                                                               |                                             
|         | Item 10. Directors and Executive Officers of the Registrant                                   |                                             
|         | Item 11. Executive Compensation                                                               |                                             
|         | Item 12. Security Ownership of Certain Beneficial Owners and Management                       |                                             
|         | Item 13. Certain Relationships and Related Transactions                                       |                                             
|         | Item 14. Principal Accountants Fees and Services                                              |                                             
|PART IV  |                                                                                               |                                             
|         | Item 15. Exhibits, Financial Statements Schedules and Reports on Form 8-K                     |                                             

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UNITED ARTISTS THEATRE CIRCUIT, INC.  PART I

The information in this Form 10-K contains certain forward-looking statements, including statements related to trends
in the Company's business. 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") and United Artists Realty Company ("UAR"), which is the parent company of United Artists Properties I Corp. ("Prop I")
and United Artists Properties II Corp. ("Prop II"). UATC leases certain theatres from both UAR and one of UAR's wholly owned subsidiaries, 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 4 to the 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. For a detailed discussion of these bankruptcy proceedings,
see Note 2 to such financial statements.

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 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 January 1, 2004, UATC operates 935 screens in 120 theatres in 21 states with over 46 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 7.8 screens per location. Theatre operations in

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seven
states (California, New York, Pennsylvania, Louisiana, Texas, Mississippi and North Carolina) accounted for approximately 67.5% and 63.0% of UATC's total theatres and screens, respectively, as
of January 1, 2004 and 51.6% of UATC's theatrical revenue for the fiscal year ended January 1, 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 January 1, 2004, approximately 74.2% 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 52.3% of the Company's screens are in theatres with 10 or more screens. As
of January 1, 2004, UATC operates 23 theatres (264 screens) which offer stadium seating, representing 28.2% 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 4 to the 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% and annual attendance grew to approximately 1.6 billion attendees in 2003. 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, 2003 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 4.0% to 1.6 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 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 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 has benefited exhibitors as many patrons of
closed theatres

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have
migrated to remaining theatres, thereby increasing 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 moviegoing experience. Consequently, we believe
major exhibitors have reduced capital spending and the rate of new screen growth substantially.

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 12% from 2000 to 2003. 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, 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 1993, average movie ticket prices have increased at a
compound annual growth rate of only 3%, while ticket prices for professional sporting events and concerts have increased at approximately three times that rate. Over the same time period, per capita
movie attendance has grown from 4.8 to 5.4 times per year.

Modern Facilities Lower Future Capital Requirements.We believe that the modern, 10 to 18 screen
megaplex is the appropriate facility for most markets. Over the last several years, major exhibitors 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. Given the substantial capital spent on theatre circuit 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.Box office revenues are increasingly diversified among a
number of strong movies rather than concentrated on a few major "hits." This 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 as opposed to attracting patrons to only a few major releases.

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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 935 screens in 120 theatres in 21 states as of January 1, 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 of 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.

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The
following table details the number of locations and theatre screens in our theatre circuit ranked by the number of screen in each state as of January 1, 2004:

State

Locations

Number of ScreensNew York

18

139California

17

102Texas

10

99Mississippi

11

83Louisiana

9

63Florida

7

61Maryland

5

55Pennsylvania

8

53North Carolina

8

50New Jersey

4

42Colorado

6

36Nevada

3

26Michigan

2

24Arizona

2

21Arkansas

2

20Indiana

2

19Virginia

2

19Minnesota

1

7New Mexico

1

6Massachusetts

1

6Georgia

1

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In
connection with the combination of the three theatre circuits, management has 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 University", which is held at
Regal Cinemas's corporate headquarters. 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, cable television, broadcast television, international distribution and satellite and pay-per-view services. A strong opening run at the

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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 and pay cable
distribution agreements frequently depends on the success of a film's theatrical release. Furthermore, studios' revenue-sharing percentage and ability to control the choice of distribution channels
generally declines as a film moves further from its 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 $63.8 million in 2003 compared with approximately $29.9 million in 1993, while the average cost to advertise and
promote a film averaged approximately $39.0 million in 2003 compared with approximately $14.1 million in 1993.

FILM LICENSING

Evaluation of Film.We license films on a film-by-film and
theatre-by-theatre basis by negotiating directly with film distributors. Prior to negotiating for a film license, we evaluate the prospects for upcoming films. 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 generally encompass a radius of three to five miles in metropolitan and suburban markets, depending primarily 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, rarely, 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 of our
markets.

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, with the percentage declining over the term of
the film's run. 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, 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 terms 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.

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Relationship with Distributors.Many distributors provide quality first-run movies to the
motion picture exhibition industry. No single distributor dominates the market. 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 26.8% of our total revenues from concessions sales during 2003. 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 training employees 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.

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, cable television, broadcast television and satellite and pay-per-view
services. Other new 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, 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

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evaluate
our markets on a case-by-case basis to determine the suitability of these programs in individual regions. In addition, Regal has a frequent moviegoer loyalty program,
named the Regal Crown Club, in all the markets in which we participate.

MANAGEMENT INFORMATION SYSTEMS

We make extensive use of information technology in all areas of our business. We provide many ways for our customers to purchase tickets, ranging from the point
of sale terminals in each theatre box office, to the self-service kiosks to Internet-based ticketing. We use our information technology systems to manage all aspects of our business. Our
point of sale systems enable us to monitor cash transactions and detect fraud and concessions inventory shrinkage, while capturing information about sales and attendance needed for film booking and
settlement. Our scheduling systems support the coordination needed to properly allocate our auditoriums between film showings and Regal CineMeetings events while also ensuring that each movie audience
views the intended set of advertisements and newspaper advertisements provide the correct show starting times. Our continuing investment in information technology has enabled our management team to
operate our theatres efficiently.

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 9, 2004, we employed approximately 4,095 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 and theatre-by-theatre basis.

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 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

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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.

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 January 1, 2004, we operated 116 of our theatres pursuant to lease agreements and owned the land and buildings for 4 theatres. For a
January 1, 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 120 owned and leased theatres, 5 theatres (11 screens) are held through a corporation that is owned 80% by UATC, and four theatres (44 screens) are held by two partnerships and
one corporation, each 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 16 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 two theatres (13 screens) located in the United States and receives a monthly management fee based on a percentage of total revenues.

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

Item 3. LEGAL PROCEEDINGS

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 11 (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 January 1, 2004.

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PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

As of March 31, 2004, 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 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 9 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

12

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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                              |  | $                      | 430.6  |                        | $
|Income (loss) from operations                        |  |                        | 39.4   |                        |  
|Net income (loss)                                    |  |                        | 17.8   |                        |  
|Balance sheet data at period end:                    |  |                        |        |                        |  
|Cash and cash equivalents                            |  | $                      | 21.8   |                        | $
|Total assets                                         |  |                        | 177.6  |                        |  
|Total debt(3)                                        |  |                        | 5.9    |                        |  
|Stockholder's equity (deficit)                       |  |                        | 101.9  |                        |  
|Other financial Data                                 |  |                        |        |                        |  
|Cash flow provided by (used in) operating activities |  | $                      | 46.9   |                        | $
|Cash flow provided by (used in) investing activities |  |                        | 307.2  |                        |  
|Cash flow provided by (used in) financing activities |  |                        | (389.3 | )                      |  
|Operating data(4):                                   |  |                        |        |                        |  
|Theatre locations                                    |  |                        | 120    |                        |  
|Screens                                              |  |                        | 935    |                        |  
|Average screens per location                         |  |                        | 7.8    |                        |  
|Attendance (in millions)                             |  |                        | 46.1   |                        |  
|Average ticket price                                 |  | $                      | 6.41   |                        | $
|Average concessions per patron                       |  |                        | 2.50   |                        |  

---

13

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



As of January 1, 2004, UATC operates 935 screens in 120 theatres in 21 states with over 46 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 7.8 screens per location. Theatre operations in seven states (California, New York, Pennsylvania, Louisiana, Texas, Mississippi and North Carolina) accounted for approximately 67.5% and 63.0% of
UATC's total theatres and screens, respectively, as of January 1, 2004 and 51.6% of UATC's theatrical revenue for the fiscal year ended January 1, 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 January 1, 2004, approximately 74.2% of the
Company's screens were located in film licensing zones in which the Company was the sole exhibitor.

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. For a
detailed discussion of these bankruptcy proceedings, see Note 2 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. 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 4 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 and other events by Regal CineMedia, an affiliate of UATC, electronic video games located adjacent to the lobbies of certain of the Company's theatres and vendor marketing programs. Film
rental costs depend on 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 years ended January 1, 2004, December 26, 2002 and January 3, 2002, for purposes of the following
tables and discussion, the operating results of the Reorganized Company for the forty-four weeks ended January 3, 2002 have been combined with the operating results of Predecessor
Company for the nine weeks ended March 1, 2001 (collectively referred to as "Combined Company") ("Fiscal 2001 Period") and 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"). Depreciation, amortization, and certain other line items included in the operating
results of the Combined Company are not comparable between periods as the nine weeks ended March 1, 2001 of the Predecessor Company do not include the effect of fresh-start reporting
adjustments. The combining of reorganized and predecessor periods is not acceptable under accounting principles generally accepted in the United States of America.

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

14

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Results of Operations

The theatre exhibition industry fared better than expected against record 2002 box office results. Based on our results and our review of selected industry
sources, we believe national box office revenues in calendar year 2003 approximated that of calendar year 2002. Management believes that 2003 box office results benefited from increased average ticket
prices per patron, offset by a decline in national attendance. The increase in average ticket price per patron resulted from increases in ticket prices coupled with a favorable film product mix, which
resulted in sales of a greater proportion of full-price tickets. Although the film mix favorably impacted average ticket prices per
patron, it had a negative impact on concession revenue per patron. The fiscal 2003 film mix consisted of a higher proportion of R-rated and PG-13 rated films.

The
sale of 46 theatres and 438 screens to UATG, partially offset by better than expected box office performance (consistent with industry trends), the contribution of two Hoyts
theaters, the impact of two additional weeks of operating results during the Fiscal 2003 Period as compared to the Fiscal 2002 Period and other factors described below, led to the overall decrease in
the Company's total revenues and income from operations. The two additional weeks in fiscal 2003 are significant in that they both were the week between Christmas and New Years Day, which is a
traditionally high attendance week for the Company and the industry and accounted for approximately 7.6% of the Fiscal 2003 Period total attendance. Total revenues for the Fiscal 2003 Period were
$430.6 million, a 25.1% decrease compared to total revenues of $574.8 million for the Fiscal 2002 Period. Income from operations for the Fiscal 2003 Period was $39.4 million, a
17.4% decrease compared to income from operations of $47.7 million for the Fiscal 2002 Period.

During
the Fiscal 2003 Period, the Company made significant progress with its strategic initiatives:



We
remain optimistic regarding the 2004 film slate and share the view of a number of film studio executives 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, 2004 appears to be another year of an extended film release calendar consisting of
high-profile releases such asThe Passion of the Christas well as a few key sequels, such asHarry Potter and the
Prisoner of Azkaban, Shrek 2 and Spiderman 2. As a result of the breadth of the anticipated 2004 film product, the Company anticipates a slight increase in industry attendance
for the 2004 calendar year as compared to the 2003 calendar year coupled with modest increases in ticket prices and concession revenues per patron.

With
respect to capital expenditures, due in part to the timing of certain construction projects, we expect theatre capital expenditures to be approximately $10.0 million for
fiscal 2004, consisting of new theatre development, expansion of existing theatre facilities, upgrades and maintenance.

We
will continue to focus on a simple business strategy including enhancement of attractive business opportunities through Regal Cinemedia, an affiliate of the Company, and continued
pursuit of a growth strategy that will provide incremental returns on our assets. For an understanding of the

15

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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.

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 2003 Period, Fiscal 2002 Period and the Fiscal 2001 Period:

|                                                                  |                          | Reorganized Company |       | Combined Company |      
|----------------------------------------------------------------- | ------------------------ | ------------------- | ----- | ---------------- | -----
|
|Revenues:                                                         |                          |                     |       |                  |      
|Admissions                                                        |                          | 68.6                | %     | 68.0             | %    
|Concessions                                                       |                          | 26.8                |       | 27.8             |      
|Other operating revenues                                          |                          | 4.6                 |       | 4.2              |      
|                                                                  |                          |                     |       |                  |      
|                                                                  | Total revenues           |                     | 100.0 |                  | 100.0
|Operating expenses:                                               |                          |                     |       |                  |      
|Film rental and advertising costs                                 |                          | 35.9                |       | 36.5             |      
|Cost of concessions                                               |                          | 3.9                 |       | 3.9              |      
|Other operating expenses                                          |                          | 38.8                |       | 37.9             |      
|Sale and leaseback rentals                                        |                          | 3.9                 |       | 3.2              |      
|General and administrative expenses                               |                          | 3.0                 |       | 4.1              |      
|Depreciation and amortization                                     |                          | 4.4                 |       | 4.7              |      
|Loss (gain) on disposal and impairments of operating assets       |                          | 0.2                 |       | 0.7              |      
|Restructure costs and amortization of deferred stock compensation |                          | 0.8                 |       | 0.8              |      
|                                                                  |                          |                     |       |                  |      
|                                                                  | Total operating expenses |                     | 90.9  |                  | 91.8 
|                                                                  |                          |                     |       |                  |      
|Income from operations                                            |                          | 9.1                 | %     | 8.2              | %    
|                                                                  |                          |                     |       |                  |      



The following table summarizes revenues and revenue-related data for the Fiscal 2003 Period, Fiscal 2002 Period and the Fiscal 2001 Period (in millions,
except averages):

|                               |                          | Reorganized Company |       | Combined Company
|------------------------------ | ------------------------ | ------------------- | ----- | ----------------
|
|Admissions                     |                          | $                   | 295.5 |                 
|Concessions                    |                          |                     | 115.2 |                 
|Other operating revenues       |                          |                     | 19.9  |                 
|                               |                          |                     |       |                 
|                               | Total operating revenues |                     | $     | 430.6           
|                               |                          |                     |       |                 
|Attendance                     |                          |                     | 46.1  |                 
|Average ticket price           |                          | $                   | 6.41  |                 
|Average concessions per patron |                          | $                   | 2.50  |                 

Admissions

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

16

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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.

Total
admissions revenues decreased $0.5 million, or 0.1%, to $390.8 million, for the Fiscal 2002 Period from $391.3 million for the Fiscal 2001 Period. The decrease
in admissions revenues in the Fiscal 2002 Period compared to the Fiscal 2001 Period was primarily attributable to a 3.9% decrease in attendance, partially offset by a 3.7% increase in the average
ticket price. The decrease in attendance was due to the absence of two weeks of operating results during the Fiscal 2002 Period compared to the Fiscal 2001 Period along with the closure of under
performing theatres during the Fiscal 2002 Period.

Concessions

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. Concessions revenue 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 revenue per patron.

Total
concessions revenues increased $2.7 million, or 1.7%, to $159.7 million for the Fiscal 2002 Period, from $157.0 million for the Fiscal 2001 Period. The
increase in concessions revenues in the Fiscal 2002 Period compared to the Fiscal 2001 Period was primarily due to a 6.0% increase in the average concession sale per patron, partially offset by the
absence of two weeks of operating results during the Fiscal 2002 Period compared to the Fiscal 2001 Period along with the closure of under performing theatres during the Fiscal 2002 Period.

Other Operating Revenues

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 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.

Total
other operating revenues increased $2.2 million, or 10.0%, to $24.3 million for the Fiscal 2002 Period, from $22.1 million for the Fiscal 2001 Period. The
increase in other operating revenues in the Fiscal 2002 Period compared to the Fiscal 2001 Period was primarily due to the classification of certain vendor marketing programs to other operating
revenues, partially offset by the absence of two weeks of operating results during the Fiscal 2002 Period compared to the Fiscal 2001 Period.

17

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Operating Expenses

The following table summarizes certain operating expenses for the Fiscal 2003 Period, Fiscal 2002 Period and the Fiscal 2001 Period (dollars in millions):

|                                       |  | Reorganized Company |       | Combined Company |     
|-------------------------------------- |  | ------------------- | ----- | ---------------- | ----
|
|
|Film rental and advertising costs(1)   |  | $                   | 154.6 |                  | 52.3
|Cost of concessions(2)                 |  |                     | 16.6  |                  | 14.4
|Other theatre operating expenses(3)    |  |                     | 167.2 |                  | 38.8
|Sale and leaseback rentals(3)          |  |                     | 16.7  |                  | 3.9 
|General and Administrative expenses(3) |  |                     | 12.9  |                  | 3.0 

---

Film Rental and 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.

Film
rental and advertising costs decreased $6.0 million, or 2.8%, to $209.5 million for the Fiscal 2002 Period, from $215.5 million for the Fiscal 2001 Period. Film
rental and advertising costs as a percentage of admissions revenue decreased to 53.6% in the Fiscal 2002 Period from 55.1% in the Fiscal 2001 Period. The decrease in film rental and advertising costs
as a percentage of admissions revenue was primarily attributable to a decline in advertising costs resulting from the savings realized through the integration of the three theatre circuits during the
Fiscal 2002 Period.

Cost of Concessions

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 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
concessions 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 revenue 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.

Cost
of concessions increased $4.2 million, or 23.5%, to $22.1 million for the Fiscal 2002 Period, from $17.9 million for the Fiscal 2001 Period. Cost of concessions
as a percentage of concessions revenue increased to 13.8% in the Fiscal 2002 Period as compared to 11.4% in Fiscal 2001 Period. The

18

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increase
in concession costs as a percentage of concession revenue was primarily due to a change in concession contracts in the second quarter of 2002 related to certain vendor marketing programs that
are classified on the income statement as other operating revenue rather than a reduction of concession costs.

Other Theatre Operating Expenses

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.

Other
theatre operating expenses increased $0.8 million, or 0.4%, to $218.1 million for the Fiscal 2002 Period from $217.3 million for the Fiscal 2001 Period. Other
theatre operating expenses as a percentage of total revenue decreased to 37.9% in the Fiscal 2002 Period from 38.1% during the Fiscal 2001 Period. The decreases in other theatre operating expenses as
a percentage of total revenue was primarily due to declines in rent and occupancy costs associated with the closure of certain under-performing theatres in 2001 and a reduction in other controllable
costs.

Sale and Leaseback Rentals

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 expense in the Fiscal 2003 Period was due to the sale of certain underperforming properties during the Fiscal 2003 Period as described in Note 9
to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Sale
and leaseback expense remained consistent for the Fiscal 2002 Period and the Fiscal 2001 Period at $18.2 million.

General and Administrative Expenses

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 due to the result 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 compared
to the Fiscal 2002 Period.

General
and administrative expenses increased $3.6 million, or 18.1%, to $23.5 million for the Fiscal 2002 Period, from $19.9 million for the Fiscal 2001 Period.
Included in general and administrative expenses for 2002 are management fee costs to Regal Cinemas Inc. associated with the management agreement between Regal Cinemas, Inc. and UATC
under which Regal Cinemas manages the theatre operations of UATC. As a percentage of total revenues, general and administrative

19

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expenses
increased to 4.1% in the Fiscal 2002 Period from 3.5% in the Fiscal 2001 Period. The increase in general and administrative expenses was primarily due to additional professional fees incurred
during 2002 and other temporary administrative costs associated with the integration of UATC into Regal.

Depreciation and Amortization

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.

Depreciation
and amortization expenses decreased $13.2 million, or 32.8%, to $27.0 million for the Fiscal 2002 Period, from $40.2 million for the Fiscal 2001 Period.
The 2002 decrease was primarily due to the
adoption as of January 4, 2002 of SFAS No. 142, "Goodwill and Other Intangible Assets," which resulted in UATC no longer amortizing the reorganization value in excess of identifiable
assets during 2002.

Loss (Gain) 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 (gain) on the disposal and impairment of operating assets of $0.8 million,
$4.0 million, and ($2.0) million for the Fiscal 2003 Period, the Fiscal 2002 Period and the Fiscal 2001 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 $0.8 million and $2.9 million were recorded as restructuring costs for the Fiscal 2003 Period and the Fiscal 2002 Period, respectively. During the
Fiscal 2003 and the Fiscal 2002 Periods, amortization of deferred stock compensation of $2.6 million and $1.8 million, respectively was recorded.

Income from Operations

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.

Income
from operations increased by $4.3 million, to $47.7 million for the Fiscal 2002 Period, from $43.4 million for the Fiscal 2001 Period. Income from operations
as a percentage of total revenues increased to 8.2% for the Fiscal 2002 Period from 7.6% for the Fiscal 2001 Period. The increase in income from operations was primarily attributable to the decrease
in depreciation and amortization costs during 2002, partially offset by the absence of two weeks of operating results from the Fiscal 2002 Period as compared to the Fiscal 2001 Period.

20

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Interest Expense, Net

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.

Net
interest expense decreased $4.0 million, or 16.7%, to $20.0 million for the Fiscal 2002 Period from $24.0 million for the Fiscal 2001 Period. The decrease in net
interest expense for the Fiscal 2002 Period was primarily due to a lower average debt balance resulting from the completion of the Chapter 11 reorganization, along with lower outstanding interest
rates.

Gain (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.

As
part of the Company's reorganization through the Chapter 11 cases a gain of $187.6 million was recorded in the Fiscal 2001 Period for the discharge of obligations subject to
compromise for less than the recorded amounts.

Reorganization Items

Costs associated with the Company's reorganization through the Chapter 11 Cases incurred subsequent to the Petition Date and prior to the Effective Date are
classified as reorganization items. As part of the Company's application of fresh-start accounting, an adjustment was recorded to reorganization costs based on the adjustment of assets and liabilities
to fair value. For the nine weeks ended March 1, 2001, the Company recorded reorganization costs, net of professional fees and asset impairments, of $33.3 million.

Income Taxes

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.

Income
taxes increased $7.7 million to a provision of $11.3 million for the Fiscal 2002 Period from $3.6 million for the Fiscal 2001 Period. Prior to UATC emerging
from Chapter 11 on March 2, 2001, UATC had minimal income tax expense due to the Company's ability to utilize NOL carryforwards for the pre-emergence period. The increase in income
taxes in the Fiscal 2002 Period was primarily due to UATC's improved operating results, the non-deductible nature of certain of UATC's reorganization costs and the reduction of goodwill
due to the use of tax benefits.

Net Income

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.

Net
income decreased $218.1 million or 93.8% to $14.5 million for the Fiscal 2002 Period, from $232.6 million for the Fiscal 2002 Period. The decrease in net income
in the Fiscal 2002 Period was

21

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primarily
attributable to the extraordinary gain and the adjustment to reorganization costs as part of the Company's reorganization through the Chapter 11 cases recorded in the Fiscal 2001 Period.

Cash Flows

The following table summarizes certain cash flow data for the Fiscal 2003, 2002 and 2001 Periods (dollars in millions):

|                                                     |  | Fiscal 2003 Period |        | Fiscal 2002 Period |   | Fiscal 2001 Period |  
|---------------------------------------------------- |  | ------------------ | ------ | ------------------ | - | ------------------ | -
|Net cash provided by operating activities            |  | $                  | 46.9   |                    | $ | 43.3               |  
|Net cash provided by (used in) investing activities  |  |                    | 307.2  |                    |   | (36.7              | )
|Net cash provided by (used in) financing activities  |  |                    | (389.3 | )                  |   | 26.9               |  
|Cash used in reorganization                          |  |                    |       |                    |   |                   |  
|                                                     |  |                    |        |                    |   |                    |  
|Net increase (decrease) in cash and cash equivalents |  |                    | (35.2  | )                  |   | 33.5               |  
|                                                     |  |                    |        |                    |   |                    |  



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 net increase was attributable to an increase in net income of $3.3 million, which was attributable to the impact of two additional weeks of operating results and a
decrease in cash used by the net change in operating assets and liabilities, partially offset by a net decrease in non-cash items (primarily depreciation). Cash flows provided by investing
activities increased by $343.9 million during the Fiscal 2003 Period and 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 increase in cash flows used in 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.



Net cash provided by operating activities was approximately $43.3 million for the Fiscal 2002 Period compared to approximately $36.5 million for the
Fiscal 2001 Period. The increase was attributable to UATC's debt restructuring associated with its Chapter 11 bankruptcy filing, coupled with certain increases in non-cash (principally
deferred income taxes) and certain working capital items. Cash flows used in investing activities increased by $31.1 million during the Fiscal 2002 Period and is primarily attributable to
increased capital expenditures and a decrease in proceeds from assets sales. Cash flows provided by financing activities were approximately $26.9 million for the Fiscal 2002 Period compared to
cash flows used in financing activities of approximately $5.4 million for the Fiscal 2002 Period. The increase in cash flows provided by financing activities was primarily related to the
repayment of UATC's Term Facility in May 2002 that was replaced with a note payable 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

22

---

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 development, expansion, upgrading, maintenance and replacements to be approximately $10.0 million in Fiscal 2004. During the Fiscal 2003 Period, the Company invested an aggregate of
approximately $16.5 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, UATG 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.

Contractual Cash Obligations

The Company primarily leases its theatres pursuant to long-term non-cancelable operating leases. As of January 1, 2004, the
Company's estimated contractual cash obligations over the next several years 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 |  | $                     
|                                   |  |                       

---

The
Company believes 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 at least 12 months.

23

---



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
January 1, 2004, 22 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 January 1, 2004 approximately
$22.2 million of this cap has been utilized through theatre sales. Three additional properties are no longer operational and are being marketed for sale. An evaluation of the remaining theatres
is performed on an ongoing basis. Approximately $79.3 million in principal amount of pass-through certificates were outstanding as of January 1, 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 payment of 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.

24

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In connection with UATC's adoption of fresh-start reporting upon its emergence from bankruptcy, the Company assessed the lease payment obligations under 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 described in Note 11 to the consolidated financial statements included in
Part II, Item 8 of this Form 10-K.

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.

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.

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. The Company evaluates and modifies on an ongoing basis such estimates and assumptions, which include, but are not limited to, those related to film costs, property and
equipment, goodwill, income taxes and reorganization and purchase accounting. 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 Statements, if applicable, where such estimates, assumptions, and accounting policies affect the Company's reported and expected results.

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:



25

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26

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Quarterly Results

The following tables set forth selected unaudited quarterly results for the eight quarters ended January 1, 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 thereto included in Part II, Item 8 of this
Form 10-K.

|                 |  | Jan 1,
2004(1) |      | Sept. 25,
2003 |   | Jun. 26,
2003 |  | March 27,
2003 |       | Dec. 26,
2002 |   | Sept. 26,
2002 |  | June 27,
2002 |       | Mar. 28,
2002(2)
|---------------- |  | -------------- | ---- | -------------- | - | ------------- |  | -------------- | ----- | ------------- | - | -------------- |  | ------------- | ----- | ----------------
|
|Total revenues   |  | $              | 87.3 |                | $ | 86.7          |  | $              | 123.6 |               | $ | 133.0          |  | $             | 139.1 |                 
|Operating income |  |                | 8.0  |                |   | 7.7           |  |                | 9.5   |               |   | 14.2           |  |               | 3.6   |                 
|Net income       |  |                | 4.7  |                |   | 4.6           |  |                | 3.5   |               |   | 5.0            |  |               | 0.5   |                 

---

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

27

---

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 5 to the consolidated
financial statements included in Part II, Item 8 of this Form 10-K, which information is incorporated herein by reference.

Forward-looking Statements

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 following discussion and analysis of
our financial condition and results of operations 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.

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 January 1, 2004, the
Company maintained no debt obligations bearing floating interest rates.

28

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT

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

We
have audited the accompanying consolidated balance sheets of United Artists Theatre Circuit, Inc. and subsidiaries as of January 1, 2004 and December 26, 2002
(Reorganized Company), and the related consolidated statements of operations, stockholder's equity (deficit), and cash flows for the years ended January 1, 2004 and December 26,
2002 and the forty-four weeks ended January 3, 2002 (Reorganized Periods) and for the nine weeks ended March 1, 2001 (Predecessor Period). These 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 auditing standards generally accepted in the United States of America. 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 financial statements referred to above present fairly, in all material respects, the financial position of United Artists Theatre Circuit, Inc. and
subsidiaries as of January 1, 2004 and
December 26, 2002 (Reorganized Company), and the results of their operations and their cash flows for the years ended January 1, 2004 and December 26, 2002 and the
forty-four weeks ended January 3, 2002 (Reorganized Periods) and for the nine weeks ended March 1, 2001 (Predecessor Period), in conformity with accounting principles
generally accepted in the United States of America.

As
described in Notes 1 and 2 to the consolidated financial statements, effective March 2, 2001, the Company emerged from protection under Chapter 11 of the U.S. Bankruptcy Code
pursuant to a reorganization plan, which was confirmed by the Bankruptcy Court on January 22, 2001. In accordance with AICPA Statement of Position 90-7, the Company adopted fresh
start reporting whereby its assets, liabilities and new capital structure were adjusted to reflect estimated fair values as of March 2, 2001. As a result, the consolidated financial statements
for the periods subsequent to March 1, 2001 reflect the Reorganized Company's new basis of accounting and are not comparable to the Predecessor Company's pre-reorganization
consolidated financial statements.

As
discussed in Note 2 to the accompanying consolidated financial statements, the Company changed its method of accounting for goodwill and other intangible assets during 2002.

|/s/ KPMG LLP |  |  |  |  |  | 
|------------ |  |  |  |  |  | 

Nashville,
Tennessee
February 6, 2004

29

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UNITED ARTISTS THEATRE CIRCUIT, INC.        AND SUBSIDIARIES        Consolidated Balance Sheets        (Amounts in millions, except share data)

|                                                          |                                                                                           | Reorganized Company                        |      
|--------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------ | -----
|
|Assets                                                    |                                                                                           |                                            |      
|Current assets:                                           |                                                                                           |                                            |      
|                                                          | Cash and cash equivalents                                                                 |                                            | $    
|                                                          | Receivables, net                                                                          |                                            |      
|                                                          | Prepaid expenses, concession inventory and other                                          |                                            |      
|                                                          |                                                                                           |                                            |      
|                                                          |                                                                                           | Total current assets                       |      
|Investments and related receivables                       |                                                                                           |                                            | 2.1  
|Assets held for sale                                      |                                                                                           |                                            | 0.2  
|Property and equipment, at cost:                          |                                                                                           |                                            |      
|                                                          |                                                                                           | Land                                       |      
|                                                          |                                                                                           | Theatre buildings, equipment and other     |      
|                                                          |                                                                                           |                                            |      
|                                                          |                                                                                           |                                            | 156.0
|Less accumulated depreciation and amortization            |                                                                                           |                                            | (40.1
|                                                          |                                                                                           |                                            |      
|Total property and equipment, net                         |                                                                                           |                                            | 115.9
|Goodwill                                                  |                                                                                           |                                            | 29.5 
|Other assets                                              |                                                                                           |                                            | 0.8  
|                                                          |                                                                                           |                                            |      
|                                                          |                                                                                           | Total assets                               |      
|                                                          |                                                                                           |                                            |      
|Liabilities and Stockholder's Equity                      |                                                                                           |                                            |      
|Current liabilities:                                      |                                                                                           |                                            |      
|                                                          | Accounts payable                                                                          |                                            | $    
|                                                          | Accrued and other liabilities                                                             |                                            |      
|                                                          | Current portion of long-term debt                                                         |                                            |      
|                                                          |                                                                                           |                                            |      
|                                                          |                                                                                           | Total current liabilities                  |      
|Other liabilities                                         |                                                                                           |                                            | 6.8  
|Long-term debt                                            |                                                                                           |                                            | 5.4  
|Deferred income taxes                                     |                                                                                           |                                            | 33.8 
|Note payable to affiliate including accrued interest      |                                                                                           |                                            |     
|                                                          |                                                                                           |                                            |      
|                                                          |                                                                                           | Total liabilities                          |      
|Minority interests in equity of consolidated subsidiaries |                                                                                           |                                            | 3.9  
|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                                                                |                                            |      
|                                                          | Unamortized deferred stock compensation                                                   |                                            |      
|                                                          | Retained earnings                                                                         |                                            |      
|                                                          | Related party receivables                                                                 |                                            |      
|                                                          |                                                                                           |                                            |      
|                                                          |                                                                                           | Total stockholder's equity                 |      
|                                                          |                                                                                           |                                            |      
|                                                          |                                                                                           | Total liabilities and stockholder's equity |      
|                                                          |                                                                                           |                                            |      

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)

|                                                    |                                                                   | Reorganized Company    |       | Predecessor Company |     
|--------------------------------------------------- | ----------------------------------------------------------------- | ---------------------- | ----- | ------------------- | ----
|
|Revenue:                                            |                                                                   |                        |       |                     |     
|                                                    | Admissions                                                        |                        | $     | 295.5               |     
|                                                    | Concessions                                                       |                        |       | 115.2               |     
|                                                    | Other operating revenue                                           |                        |       | 19.9                |     
|                                                    |                                                                   |                        |       |                     |     
|Total revenues                                      |                                                                   |                        | 430.6 |                     |     
|Operating expenses:                                 |                                                                   |                        |       |                     |     
|                                                    | Film rental and advertising costs                                 |                        |       | 154.6               |     
|                                                    | Cost of concessions                                               |                        |       | 16.6                |     
|                                                    | Other operating expenses                                          |                        |       | 167.2               |     
|                                                    | Sale and leaseback rentals                                        |                        |       | 16.7                |     
|                                                    | General and administrative expenses                               |                        |       | 12.9                |     
|                                                    | Depreciation and amortization                                     |                        |       | 19.0                |     
|                                                    | Loss (gain) on disposal and impairment of operating assets        |                        |       | 0.8                 |     
|                                                    | Restructure costs and amortization of deferred stock compensation |                        |       | 3.4                 |     
|                                                    |                                                                   |                        |       |                     |     
|Total operating expenses                            |                                                                   |                        | 391.2 |                     |     
|                                                    |                                                                   |                        |       |                     |     
|                                                    |                                                                   | Income from operations |       |                     | 39.4
|Other income (expense):                             |                                                                   |                        |       |                     |     
|                                                    | Interest expense, net                                             |                        |       | (9.6                | )   
|                                                    | Minority interests in earnings of consolidated subsidiaries       |                        |       | (0.6                | )   
|                                                    | Gain (loss) on extinguishment of debt                             |                        |       |                    |     
|                                                    | Other, net                                                        |                        |       | 0.1                 |     
|                                                    |                                                                   |                        |       |                     |     
|                                                    |                                                                   |                        | (10.1 | )                   |     
|Income before reorganization items and income taxes |                                                                   |                        | 29.3  |                     |     
|                                                    | Reorganization items                                              |                        |       |                    |     
|                                                    |                                                                   |                        |       |                     |     
|Income before income taxes                          |                                                                   |                        | 29.3  |                     |     
|                                                    | Provision for income taxes                                        |                        |       | (11.5               | )   
|                                                    |                                                                   |                        |       |                     |     
|Net income                                          |                                                                   | $                      | 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 (Deficit)        (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
(deficit) |       
|---------------------------------------------------------------------------------------- |  | --------------- | - | ------------ | - | -------------------------- |  | --------------------------- | ------ | ---------------------------------------- | - | ----------------------------------------- | - | ------------------------------------ | ------
|Predecessor Balances at December 28, 2000                                                |  | $               |  |              | $ |                           |  | $                           | 289.9  |                                          | $ |                                          |   | $                                    | (478.3
|Net income and comprehensive income                                                      |  |                 |  |              |   |                           |  |                             |       |                                          |   |                                          |   |                                      | 228.8 
|Adjustment to Predecessor equity accounts in connection with fresh-start reporting       |  |                 |  |              |   |                           |  |                             | (289.9 | )                                        |   |                                          |   |                                      | 249.5 
|Issuance of new equity in Reorganized Company                                            |  |                 |  |              |   |                           |  |                             | 97.9   |                                          |   |                                          |   |                                      |      
|                                                                                         |  |                 |   |              |   |                            |  |                             |        |                                          |   |                                           |   |                                      |       
|Reorganized Balances at March 2, 2001                                                    |  |                 |  |              |   |                           |  |                             | 97.9   |                                          |   |                                          |   |                                      |      
|Net income and comprehensive income                                                      |  |                 |  |              |   |                           |  |                             |       |                                          |   |                                          |   |                                      | 3.8   
|Change in related party receivable                                                       |  |                 |  |              |   |                           |  |                             |       |                                          |   |                                          |   |                                      |      
|                                                                                         |  |                 |   |              |   |                            |  |                             |        |                                          |   |                                           |   |                                      |       
|Reorganized 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                                     | ) |                                      |      
|Stock compensation charge                                                                |  |                 |  |              |   |                           |  |                             |       |                                          |   | 1.8                                       |   |                                      |      
|Tax benefit from exercise of options                                                     |  |                 |  |              |   |                           |  |                             | 1.2    |                                          |   |                                          |   |                                      |      
|Change in related party receivable                                                       |  |                 |  |              |   |                           |  |                             |       |                                          |   |                                          |   |                                      |      
|                                                                                         |  |                 |   |              |   |                            |  |                             |        |                                          |   |                                           |   |                                      |       
|Reorganized 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 
|Stock compensation charge                                                                |  |                 |  |              |   |                           |  |                             |       |                                          |   | 2.6                                       |   |                                      |      
|Tax benefit from exercise of 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   |                                          |   |                                          |   |                                      |      
|                                                                                         |  |                 |   |              |   |                            |  |                             |        |                                          |   |                                           |   |                                      |       
|Reorganized Balances at January 1, 2004                                                  |  | $               |  |              | $ |                           |  | $                           | 130.3  |                                          | $ | (5.9                                      | ) | $                                    | 9.3   
|                                                                                         |  |                 |   |              |   |                            |  |                             |        |                                          |   |                                           |   |                                      |       

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)

|                                                                                            |                                                                                  | Reorganized Company                                  |      | Predecessor Company |       
|------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------------- | ---- | ------------------- | ------
|
|Cash flow from operating activities:                                                        |                                                                                  |                                                      |      |                     |       
|Net income                                                                                  |                                                                                  | $                                                    | 17.8 |                     | $     
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                                                                  |                                                      |      |                     |       
|                                                                                            | Effect of leases with escalating minimum annual rentals                          |                                                      |      | 1.2                 |       
|                                                                                            | Depreciation and amortization                                                    |                                                      |      | 19.0                |       
|                                                                                            | Amortization of deferred stock compensation                                      |                                                      |      | 2.6                 |       
|                                                                                            | Reorganization items                                                             |                                                      |      |                    |       
|                                                                                            | Loss (gain) on disposal and impairment of operating assets                       |                                                      |      | 0.8                 |       
|                                                                                            | Minority interests in earnings of consolidated subsidiaries                      |                                                      |      | 0.6                 |       
|                                                                                            | Loss (gain) on extinguishment of debt                                            |                                                      |      |                    |       
|                                                                                            | Provision for deferred income taxes                                              |                                                      |      | 16.4                |       
|                                                                                            | Change in operating assets and liabilities net of acquisitions and dispositions: |                                                      |      |                     |       
|                                                                                            |                                                                                  | Receivables                                          |      |                     | 3.1   
|                                                                                            |                                                                                  | Prepaid expenses and concession inventory            |      |                     | (0.5  
|                                                                                            |                                                                                  | Other assets                                         |      |                     |      
|                                                                                            |                                                                                  | Accounts payable                                     |      |                     | 3.3   
|                                                                                            |                                                                                  | Accrued and other liabilities                        |      |                     | (17.4 
|                                                                                            |                                                                                  |                                                      |      |                     |       
|Net cash provided by (used in) operating activities                                         |                                                                                  |                                                      | 46.9 |                     |       
|                                                                                            |                                                                                  |                                                      |      |                     |       
|Cash flow from investing activities:                                                        |                                                                                  |                                                      |      |                     |       
|                                                                                            | Capital expenditures                                                             |                                                      |      | (16.5               | )     
|                                                                                            | Proceeds from disposition of assets, net                                         |                                                      |      | 4.7                 |       
|                                                                                            | Proceeds from the sale of certain theatre assets to UATG                         |                                                      |      | 311.4               |       
|                                                                                            | Decrease (increase) in reimbursable construction advances                        |                                                      |      | 7.3                 |       
|                                                                                            | Other, net                                                                       |                                                      |      | 0.3                 |       
|                                                                                            |                                                                                  |                                                      |      |                     |       
|                                                                                            |                                                                                  | Net cash provided by (used in) investing activities  |      |                     | 307.2 
|                                                                                            |                                                                                  |                                                      |      |                     |       
|Cash flow from financing activities:                                                        |                                                                                  |                                                      |      |                     |       
|                                                                                            | Debt borrowings                                                                  |                                                      |      |                    |       
|                                                                                            | Debt payments                                                                    |                                                      |      | (0.6                | )     
|                                                                                            | Increase (decrease) in cash overdraft                                            |                                                      |      | (9.9                | )     
|                                                                                            | Decrease (increase) in related party receivables                                 |                                                      |      | (15.0               | )     
|                                                                                            | Payment of affiliate note payable to Parent                                      |                                                      |      | (254.7              | )     
|                                                                                            | Dividend to Parent                                                               |                                                      |      | (109.2              | )     
|                                                                                            | Other, net                                                                       |                                                      |      | 0.1                 |       
|                                                                                            |                                                                                  |                                                      |      |                     |       
|                                                                                            |                                                                                  | Net cash provided by (used in) financing activities  |      |                     | (389.3
|                                                                                            |                                                                                  |                                                      |      |                     |       
|Net cash used in reorganization items                                                       |                                                                                  |                                                      |     |                     |       
|                                                                                            |                                                                                  |                                                      |      |                     |       
|                                                                                            |                                                                                  | Net increase (decrease) in cash and cash equivalents |      |                     | (35.2 
|Cash and cash equivalents:                                                                  |                                                                                  |                                                      |      |                     |       
|                                                                                            | Beginning of period                                                              |                                                      |      | 57.0                |       
|                                                                                            |                                                                                  |                                                      |      |                     |       
|                                                                                            | End of period                                                                    |                                                      | $    | 21.8                |       
|                                                                                            |                                                                                  |                                                      |      |                     |       
|Supplemental cash flow information:                                                         |                                                                                  |                                                      |      |                     |       
|                                                                                            | Cash paid for interest                                                           |                                                      | $    | 0.4                 |       
|                                                                                            |                                                                                  |                                                      |      |                     |       
|                                                                                            | Cash paid for income tax                                                         |                                                      | $    | 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        January 1, 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 Theatre Company ("UAR"), which is the parent company of United Artists Properties 1 Corp. ("Prop I") and United Artists Properties II
Corp. ("Prop II"). UATC leases certain theatres from both UAR and one of UAR's wholly owned subsidiaries, 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 935 screens in 120 theatres in 21 states as of January 1, 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. The new reporting period is also
based on a calendar that coincides with film playweeks. This resulted in the fiscal year 2002 containing two less weeks of operating results compared to the fiscal year 2001 and fiscal year 2003.

The
Company became an indirect 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"). For a detailed discussion of the transactions resulting in Regal's acquisition of its subsidiaries, see Note 4 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 theatres 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 owned theatre properties was based on the appraised value for such properties. In connection with the series of transactions, UATC used the proceeds from the sale of the theatre
assets along with cash on hand of approximately $57.4 million to (i) repay its outstanding indebtedness and related accrued interest of

34

---

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.

(2)   Chapter 11 Reorganization

On September 5, 2000 (the "Petition Date") UATC (as it existed before March 2, 2001, the "Predecessor Company") and certain of its subsidiaries, as
well as the Parent and certain of the Parent's subsidiaries (collectively, the "Debtors"), 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. On January 22, 2001 the joint plan of
reorganization, as amended (the "Plan"), was approved by the Court, and the Debtors declared the Plan to be effective on March 2, 2001 (the "Effective Date"). In conjunction with the
reorganization, the Predecessor Company's bank credit facility, as it existed before the Petition Date (the "Pre-Petition Credit Facility"), was restructured into a restructured term
credit facility (the "Term Facility") of approximately $252.2 million, and an additional $35.0 million revolving credit facility was secured.

On
March 2, 2001, UATC and its Parent adopted fresh-start reporting in accordance with AICPA Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" ("SOP 90-7"). Under fresh-start reporting, the reorganization value of UATC, which represents the fair value of all of UATC's assets (net of
liabilities), was determined through negotiations between the Company's management and its pre-petition creditors and such reorganization value was allocated to the Company's assets based
on their relative fair values. Liabilities, other than deferred income taxes, were also stated at their fair values. Deferred taxes were determined in accordance with Financial Accounting Standards
Board (FASB) Statement of Financial Accounting Standards No. 109. Application of SOP 90-7 creates a new reporting entity having no retained earnings or accumulated deficit. The
estimated reorganization value of United Artists as of March 2, 2001 was approximately $360 million, of which approximately $300 million was attributable to UATC.

UATC's
post-reorganization balance sheet, statements of operations and statements of cash flow, which reflect the application of fresh-start reporting, have not been prepared
on a consistent basis with the pre-reorganization financial statements and are not comparable in all respects to the financial statements prior to the reorganization. Accordingly, for
periods prior to March 2, 2001, the assets and liabilities of UATC and the related consolidated financial statements are referred to herein as "Predecessor Company," and for periods subsequent
to March 1, 2001, the assets and liabilities of UATC and the related consolidated financial statements are referred to herein as "Reorganized Company." The "Company" and "UATC" refer to both
Reorganized Company and Predecessor Company.

As
a consequence of the Plan, on March 2, 2001, the Parent's capital structure consisted of approximately $252.2 million of debt under the Term Facility, convertible
preferred stock with a par value of $0.1 million and a liquidation value of $57 million, 10 million shares of common stock with a par value of $0.01 per share and warrants for
5.6 million shares of common stock of the Parent with a fair value of $0.28 per warrant. The Anschutz Corporation and its subsidiaries ("TAC"), which were pre-petition senior
lenders, converted 100% of their senior debt into a combination of convertible preferred stock, common stock and warrants to purchase approximately 3.7 million shares of common stock with an
exercise price of $10.00 per share of the Parent, which in aggregate represented at that time approximately 54% of the fully diluted common equity of the Parent. Other senior lenders under the
Pre-Petition Credit Facility received common stock in the Parent representing approximately 29% of the fully diluted common equity and subordinated lenders of the Parent received warrants
to purchase 1.8 million shares of common stock with an exercise price of $10.00 per share representing approximately 7% of the fully diluted common equity, with the remaining fully diluted
common stock (approximately 10%) reserved for management stock options.

35

---

The
filing of the Chapter 11 Cases by the Debtors (i) automatically stayed actions by creditors and other parties in interest to recover any claim that arose prior to the
commencement of the Chapter 11 Cases, and (ii) served to accelerate, for purposes of allowance, all pre-bankruptcy filing liabilities of the Predecessor Company, whether or not
those liabilities were liquidated or contingent on the Petition Date. In accordance with SOP 90-7 the following table sets forth the liabilities of the Predecessor Company subject to
compromise as of March 1, 2001 (amounts in millions):

Trade accounts payable and other

$
30.8Debt and related accrued interest


442.1Lease exit costs


39.6Total liabilities subject to compromise

$
512.5


Additional
liabilities subject to compromise may arise subsequent to the Petition Date resulting from the determination by the bankruptcy court (or through agreement by the parties in
interest) of allowed claims for contingencies and other disputed amounts.

The
above summary of liabilities subject to compromise excludes certain obligations existing on the Petition Date with respect to which the Predecessor Company received approval from the
court to continue to service in the normal course of business. These obligations primarily include the pre-petition film licensing agreements and other amounts owing to the motion picture
studios, employee compensation and other essential trade creditors.

A
settlement agreement was reached with the committee representing the unsecured creditors in the Chapter 11 Cases. As a result of this agreement and its approval through confirmation of
the Plan, a pool of $5.0 million in cash and $1.1 million in payment-in-kind notes was established for distribution on a pro-rata basis to the
Predecessor Company's unsecured creditors. The payment-in-kind notes earn "in-kind" interest at 8% with one third of the principal payable during March 2005,
one-third payable during March 2006 and the remaining one third, along with all accrued interest, payable during March 2007.

The
discharge of obligations subject to compromise for less than the recorded amounts resulted in an extraordinary gain on discharge of debt of $187.6 million.

In
accordance with SOP 90-7, all costs and expenses incurred in connection with the Predecessor Company's reorganization from the Petition Date to the Effective Date have
been reflected as reorganization items in the accompanying consolidated statement of operations.

Reorganization
items (expenses) recorded by the Predecessor Company during the nine weeks ended March 1, 2001 consisted of the following (amounts in millions):

Adjustments of assets and liabilities to fair value

$
40.2Professional fees


(6.4
)Asset impairments


(0.4
)Deferred loan costs


Other


(0.1
)$
33.3


(3)   Fresh-Start Reporting

In connection with the emergence from bankruptcy, UATC adopted fresh-start reporting in accordance with the requirements of SOP 90-7. The application
of SOP 90-7 resulted in the creation of a new reporting entity.

Under
fresh-start reporting, the reorganization value of the entity has been allocated to UATC's assets and liabilities on a basis substantially consistent with purchase accounting. The
fresh-start reporting adjustments, primarily related to the adjustment of UATC's assets and liabilities to fair market values, will have a significant effect on UATC's future statements of operations.

36

---

The
effects of the reorganization and fresh-start reporting on UATC's balance sheet as of March 2, 2001 are as follows (in millions):

|                                                                           |                                           | Predecessor
Company                            |       |        |        |        |       |        |      | Reorganized
Company |     
|-------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------------- | ----- | ------ | ------ | ------ | ----- | ------ | ---- | ------------------- | ----
|
|Assets                                                                     |                                           |                                                |       |        |        |        |       |        |      |                     |     
|Current assets:                                                            |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           | Cash and cash equivalents                 |                                                | $     | 7.5    |        | $      |      |        | $    |                    |     
|                                                                           | Receivables, net                          |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Notes                                          |       |        | 1.5    |        |       |       |      |                     |    
|                                                                           |                                           | Other                                          |       |        | 4.5    |        |       |       |      |                     |    
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           |                                                | 6.0   |        |        |       |       |        |     |                     |     
|                                                                           | Prepaid expenses and concession inventory |                                                |       | 16.5   |        |        |      |        |      |                    |     
|                                                                           | Other assets                              |                                                |       | 1.5    |        |        |      |        |      |                    |     
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Total current assets                           |       |        | 31.5   |        |       |       |      |                     |    
|                                                                           | Investments and related receivables       |                                                |       | 3.0    |        |        |      |        |      |                    |     
|                                                                           | Property and equipment, at cost:          |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Land                                           |       |        | 12.2   |        |       |       |      |                     |    
|                                                                           |                                           | Theatre buildings, equipment and other         |       |        | 499.3  |        |       |       |      |                     |    
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           |                                                | 511.5 |        |        |       |       |        |     |                     |     
|                                                                           |                                           | Less accumulated depreciation and amortization |       |        | (214.6 | )      |       |       |      |                     |    
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           |                                                | 296.9 |        |        |       |       |        |     |                     |     
|Reorganization value in excess of amounts allocated to identifiable assets |                                           |                                                |      |        |        |       |       |        |     |                     |     
|Intangible assets, net                                                     |                                           |                                                | 38.6  |        |        |       |       |        |     |                     |     
|Other assets, net                                                          |                                           |                                                | 68.4  |        |        |       |       |        |     |                     |     
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | $                                              | 438.4 |        | $      |       |       | $      |     |                     | $   
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|Liabilities and Stockholder's Equity (Deficit)                             |                                           |                                                |       |        |        |        |       |        |      |                     |     
|Current liabilities:                                                       |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           | Accounts payable                          |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Film rentals                                   |       | $      | 19.4   |        | $     |       |      | $                   |    
|                                                                           |                                           | Other                                          |       |        | 20.8   |        |       | 10.4   |      |                     |    
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           |                                                | 40.2  |        |        | 10.4   |       |        |     |                     |     
|                                                                           | Accrued and other liabilities             |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Salaries and wages                             |       |        | 5.5    |        |       |       |      |                     |    
|                                                                           |                                           | Interest                                       |       |        | 0.1    |        |       |       |      |                     |    
|                                                                           |                                           | Other                                          |       |        | 25.4   |        |       | 2.9    |      |                     |    
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           |                                                | 31.0  |        |        | 2.9    |       |        |     |                     |     
|                                                                           | Current portion of long-term debt         |                                                |       | 7.0    |        |        | 1.9   |        |      |                    |     
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Total current liabilities                      |       |        | 78.2   |        |       | 15.2   |      |                     |    
|Other liabilities                                                          |                                           |                                                | 27.3  |        |        |       |       |        |     |                     |     
|Debt                                                                       |                                           |                                                | 4.1   |        |        | 252.2  |       |        |     |                     |     
|Deferred income taxes                                                      |                                           |                                                |      |        |        |       |       |        |     |                     |     
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Total liabilities not subject to compromise    |       |        | 109.6  |        |       | 267.4  |      |                     |    
|Liabilities subject to compromise                                          |                                           |                                                | 512.5 |        |        | (512.5 | )     |        |     |                     |     
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Total liabilities                              |       |        | 622.1  |        |       | (245.1 | )    |                     |    
|Minority interests in equity of consolidated subsidiaries                  |                                           |                                                | 4.8   |        |        |       |       |        |     |                     |     
|Stockholder's equity (deficit):                                            |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           | Preferred stock                           |                                                |       |       |        |        |      |        |      |                    |     
|                                                                           | Common stock                              |                                                |       |       |        |        |      |        |      |                    |     
|                                                                           | Additional paid-in capital                |                                                |       | 289.9  |        |        | 57.5  |        |      | (249.5              | )   
|                                                                           | Accumulated deficit                       |                                                |       | (477.3 | )      |        | 187.6 |        |      | 289.7               |     
|                                                                           | Related party receivable                  |                                                |       | (1.1   | )      |        |      |        |      |                    |     
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | Total stockholder's equity (deficit)           |       |        | (188.5 | )      |       | 245.1  |      |                     | 40.2
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     
|                                                                           |                                           | $                                              | 438.4 |        | $      |       |       | $      | 40.2 |                     | $   
|                                                                           |                                           |                                                |       |        |        |        |       |        |      |                     |     

---

37

---

The implementation of the Plan also resulted in, among other things, the satisfaction or disposition of various types of claims against the
Predecessor Company, the assumption and rejection of certain leases and agreements, and the establishment of a new board of directors following the Effective Date, along with new employment and other
arrangements with certain members of management.

(4)   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, 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. As a result, TAC and Oaktree's Principal Activities Group controls approximately 94.4% 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 and Oaktree control Regal, the Company's Parent and sole stockholder, they have the ability to control the Company.

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.

38

---

In
August 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 purchase 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.

(5)   Summary of Significant Accounting Policies



The consolidated financial statements include the accounts of UATC. 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. We recognize payments received attributable to
the marketing and advertising services provided by us 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 our marketing and advertising services delivered to our 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 our 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 January 1, 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.



Reimbursable construction advances consist of amounts due from landlords to fund a portion of the construction costs of new theatres that the Company will operate
pursuant to lease agreements. The landlords repay the amounts either during construction on a percentage of completion basis, or upon completion of the theatre.



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.



Prepaid expenses and other current assets include prepaid occupancy costs, which are deferred according to the monthly payment terms underlying the Company's
occupancy agreements (generally one month in advance) and amortized over the period in which such occupancy costs are incurred. As

39

---

of
January 1, 2004 and December 26, 2002, the Company had recorded approximately $2.9 million and $5.4 million related to such occupancy costs.



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 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 $2.5 million and $2.6 million of assets accounted for under capital leases as of 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-three weeks ended January 1, 2004 and the fifty-one weeks ended
December 26, 2002 are as follows (in millions):

Fifty-three weeks ended
January 1, 2004

Fifty-one weeks ended
December 26, 2002Balance at beginning of period

$
116.8

$
127.4Adjustments related to certain deferred taxes of UATC


(31.6
)

(13.5
)Adjustment related to the exchange transaction





2.9Adjustment related to the sale of certain theatre assets to UATG


(56.3
)

Other


0.6


Balance at end of period

$
29.5

$
116.8


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 2003 Period indicated that the fair value
of its reporting units exceeded their carrying value and therefore, goodwill has not been deemed to be impaired. As required by SFAS No. 142, the discontinuation of goodwill (excess
reorganization value) amortization has not been retroactively applied to the results for the period prior to adoption. Amortization relating to goodwill was $9.6 million and $0.7 million
for the forty-four weeks ended January 3, 2002 and the nine weeks ended March 1, 2001, respectively. The following is information of the Company for the
forty-four weeks ended January 3, 2002 and the nine weeks ended March 1, 2001 assuming that SFAS No. 142

40

---

had
been in effect during the year ended January 3, 2002 and goodwill amortization expense had not been recorded (in millions):

Reorganized Company

Predecessor CompanyForty-four weeks ended
January 3, 2002

Nine weeks ended
March 1, 2001Net income available to common stockholders, as reported:

$
3.8

$
228.8Add: Goodwill amortization, net of related tax effect


5.8


0.4Adjusted pro forma net income

$
9.6

$
229.2




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 recording impairment charges of $0.1 million, $1.5 million, $2.8 million and
$1.1 million for the fifty-three weeks ended January 1, 2004, the fifty-one weeks ended December 26, 2002, the forty-four weeks ended January 3,
2002 and the nine weeks ended March 1, 2001.



Other assets include long-term receivables and debt acquisition costs, which are deferred and amortized over the terms of the related agreements using
the straight-line method which approximates the interest method. Other assets as of January 1, 2004 and December 26, 2002 were $0.8 million and $1.7 million,
respectively, net of accumulated amortization of $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. 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 relates to pre-acquisition
periods, goodwill would be reduced.

41

---



Deferred revenue relates primarily to vendor programs, gift certificates and advance ticket sales, and we recognize such amounts as revenue as described above in
this Note 5 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. Such adjustments have been historically insignificant.



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



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 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.

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. Actual results could differ from those estimates.

42

---

The
Company applied the principles of purchase and reorganization accounting when recording the acquisition of the controlling equity interest by TAC and the exchange of stock for
minority interests and the emergence from bankruptcy of the Company. These accounting principles require that the Company estimate the fair value of the individual assets and liabilities including
estimates of bankruptcy-related claims. The valuation of the fair value of the assets and liabilities involves a number of judgments and estimates that could differ significantly from actual amounts.



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 2001 and 2002 financial statements to conform to the 2003 presentation.



Effective December 27, 2002, the Company adopted SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 establishes
accounting standards for recognition and measurement of the fair value of obligations associated with the retirement of long-lived assets when there is a legal obligation to incur such
costs. Under SFAS No. 143, the costs of retiring an asset will be recorded as a liability when the retirement obligation arises and will be amortized to expense over the life of the asset. The
adoption of SFAS No. 143 did not have a material impact on the Company's consolidated financial position or results of operations.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 updates, clarifies and simplifies existing accounting pronouncements including the rescission of Statement 4, which required all gains and losses from extinguishments of debt to be
aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result, the criteria in APB Opinion No. 30 will now be used to classify those gains and
losses. As a result of the Company's adoption of SFAS No. 145 on December 27, 2002, the $1.4 million extraordinary loss from debt extinguishment during fiscal 2002 has been
reclassified to earnings from continuing operations.

Effective
December 27, 2002, the Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses significant
issues relating to the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities, and nullifies the guidance in Emerging Issues
Task Force ("EITF") Issue No. 94-3 (EITF 94-3), "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring"). Retroactive application of SFAS No. 146 is prohibited and, accordingly, liabilities recognized prior to the initial application of SFAS No. 146 will
continue to be accounted for in accordance with EITF 94-3 or other applicable preexisting guidance. Such adoption did not have a material impact on the Company's consolidated financial
position or results of operations.

43

---

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
of Others." This interpretation will significantly change current practice in the accounting for, and disclosure of, guarantees. Guarantees meeting the characteristics described in the interpretation
are required to be initially recorded at fair value, which is different from general current practice of recognition of a liability only when loss is probable and reasonably estimable, as prescribed
in SFAS No. 5, "Accounting for Contingencies." The interpretation also requires a guarantor to make significant new disclosures for virtually all guarantees even if the likelihood of the
guarantor's having to make payments under the guarantee is remote. The disclosure requirements in this interpretation were effective for financial statements of interim or annual periods ending after
December 15, 2002. The initial recognition and initial measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantor's fiscal year-end. The adoption of this interpretation did not have a material impact on the Company's consolidated financial
position or results of operations.

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 will be required to apply FIN 46R to variable interests in VIEs created after December 31, 2003. For variable 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 is not expected to have a material impact on the Company's consolidated financial position or results of operations.

In
November of 2002, the EITF reached a consensus on Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a
Vendor" ("EITF 02-16"). EITF 02-16 addresses the accounting for cash consideration given to a reseller of a vendor's products from a vendor. EITF 02-16 indicates
that cash consideration received by a customer from a vendor is presumed to be a reduction in the price of the vendor's products or services and should, therefore, be characterized as a reduction of
cost of sales when recognized in the customer's income statement. The EITF indicated that such presumption is overcome when the consideration is either (a) a reimbursement of costs incurred by
the customer to sell the vendor's products, in which case the cash consideration should be characterized as a reduction of that cost when recognized in the customer's income statement, or (b) a
payment for assets or services delivered to the vendor, in which case the cash consideration should be characterized as revenue when recognized in the customer's income statement. The EITF also
reached a consensus that a rebate or refund of a specified amount of cash consideration that is payable only if the customer completes a specified cumulative level of purchases or remains a customer
for a specified time period should be recognized as a reduction of the cost of sales based on a systematic and rational allocation of the cash consideration offered to each of the underlying
transactions that results in progress by the customer toward earning the rebate or refund, provided the amounts are reasonably estimable. On December 27, 2002, the Company adopted EITF
02-16, effective with arrangements entered into or after November 21, 2002. Such adoption did not have a material impact on the Company's consolidated financial position or results
of operations.

44

---

In
May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes
standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires certain financial instruments that
embody obligations of the issuer and have characteristics of both liabilities and equity to be classified as liabilities. Many of these instruments previously were classified as equity or temporary
equity and as such, SFAS No. 150 represents a significant change in practice in the accounting for a number of mandatorily redeemable equity instruments and certain equity derivatives that
frequently are used in connection with share repurchase programs. SFAS No. 150 is effective for all financial instruments created or modified after May 31, 2003, and to other instruments
at the beginning of the first interim period beginning after June 15, 2003. The Company's adoption of SFAS No. 150 did not have a material impact on its consolidated financial position,
cash flows or results of operations.

(6)   Long-term Debt

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

January 1,
2004

December 26,
2002Note Payable to Affiliate including accrued interest(a)

$


$
254.7Other(b)


5.9


6.45.9


261.1Less current portion


(0.5
)

(0.5
)Long-term debt

$
5.4

$
260.6


---

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

2004

$
0.52005


0.52006


0.52007


2.42008


0.2Thereafter


1.8Total

$
5.9


(7)   Related Party Transactions

UATC leases certain of its theatres from UAR and Prop I in accordance with two master leases (the "Master Leases"). The Master Leases provide 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 UAR
or Prop I, UATC has

45

---

periodically
made advances to UAR. Through March 1, 2001, interest on the advances accrued at the prime rate and amounted to $0.9 million for the nine weeks ended March 1, 2001.
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 UAR and 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 the theatre operations of UATC pursuant to the terms of a management agreement. During the fifty-three weeks ended January 1, 2004
and the fifty-one weeks ended December 26, 2002 UATC recorded management fee expenses of approximately $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.

See
Note 1 for a description of certain other related party transactions that were effected during the fifty-three weeks ended January 1, 2004, including the description of
REH's contribution to UATC of certain Hoyts assets, UATC's sale of leased theatres, Prop I's sale of owned theatres to UATG, UATC's repayment of a note payable to United Artists and UATC's payment of
a cash dividend to United Artists.

(8)   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 including stock compensation
amortization of $2.6 million and $1.8 million for the fifty-three weeks ended January 1, 2004 and the fifty-one weeks ended December 26, 2002, respectively. As
of January 1, 2004, the Company has paid approximately $0.8 million of restructuring expenses to employees.

(9)   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
January 1, 2004, 22 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,

46

---

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 January 1, 2004 approximately $22.2 million of this cap has
been utilized through theatre sales. Three additional properties are no longer operational and are being marketed for sale. An evaluation of the remaining theatres is performed on an ongoing basis.
Approximately $79.3 million in principal amount of pass-through certificates were outstanding as of January 1, 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 payment of 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 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 11 "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.

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.

47

---

(10) Income Taxes

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

|                           |          | Reorganized Company |      | Reorganized Company |   | Reorganized Company |     | Predecessor Company
|-------------------------- | -------- | ------------------- | ---- | ------------------- | - | ------------------- | --- | -------------------
|
|Federal                    |          |                     |      |                     |   |                     |     |                    
|                           | Current  |                     | $    | (3.9                | ) | $                   | 3.5 |                    
|                           | Deferred |                     |      | 13.8                |   |                     | 5.9 |                    
|State                      |          |                     |      |                     |   |                     |     |                    
|                           | Current  |                     |      | (1.0                | ) |                     | 0.7 |                    
|                           | Deferred |                     |      | 2.6                 |   |                     | 1.2 |                    
|                           |          |                     |      |                     |   |                     |     |                    
|Total income tax provision |          | $                   | 11.5 |                     | $ | 11.3                |     | $                  
|                           |          |                     |      |                     |   |                     |     |                    

At
January 1, 2004 and December 26, 2002, a current tax benefit of $0.7 million and $1.2 million, respectively was allocated directly to stockholder's 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 by the U.S. federal statutory rate of 35% was as follows
(in millions):

|                                                                              |  | Reorganized Company |      | Reorganized Company |   | Reorganized Company |  | Predecessor Company |     
|----------------------------------------------------------------------------- |  | ------------------- | ---- | ------------------- | - | ------------------- |  | ------------------- | ----
|
|Provision calculated at federal statutory income tax rate                     |  | $                   | 10.2 |                     | $ | 9.3                 |  | $                   | 2.6 
|State and local income taxes, net of federal benefit                          |  |                     | 1.1  |                     |   | 1.3                 |  |                     | 0.4 
|Reorganization costs                                                          |  |                     |     |                     |   | 0.6                 |  |                     | 0.7 
|Fresh start adjustments                                                       |  |                     |     |                     |   |                    |  |                     |    
|Change in valuation allowance relating to gain from discharge of indebtedness |  |                     |     |                     |   |                    |  |                     |    
|Minority interest                                                             |  |                     | 0.2  |                     |   |                    |  |                     |    
|Other                                                                         |  |                     |     |                     |   | 0.1                 |  |                     | (0.1
|                                                                              |  |                     |      |                     |   |                     |  |                     |     
|Total income tax provision                                                    |  | $                   | 11.5 |                     | $ | 11.3                |  | $                   | 3.6 
|                                                                              |  |                     |      |                     |   |                     |  |                     |     

48

---

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

Fifty-three
Weeks Ended
January 1, 2004

Fifty-One
Weeks Ended
December 26, 2002Deferred tax assetsNet operating loss carryforward

$
30.5

$
28.2Excess of tax basis over book basis of fixed assets


13.3


11.7Excess of tax basis over book basis of intangible assets


5.6


6.5Deferred revenue





5.6Accrued expenses


2.1Other


3.1


2.9Total deferred tax assets before valuation allowance


54.6


54.9Valuation allowance


(28.2
)

(53.5
)Total deferred tax assets after valuation allowance


26.4


1.4Deferred tax liabilitiesAccrued expenses





(1.4
)Deferred gain on sale of theatres


(60.2
)

Other





(1.0
)Total deferred tax liabilities


(60.2
)

(2.4
)Net deferred tax asset/(liability)

$
(33.8
)
$
(1.0
)


At
January 1, 2004, the Company has net operating loss carryforwards for federal income tax purposes of approximately $77.1 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 of $28.2 million and $53.5 million respectively, against deferred tax assets at January 1, 2004 and December 26, 2002, 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.

49

---

(11) 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 January 1, 2004 are summarized for the following
fiscal years:

(In Millions)2004

$
46.82005


45.22006


44.02007


43.02008


42.8Thereafter


329.9


Rent
expense including sale leaseback rentals under such operating leases amounted to $62.5 million, $76.2 million, $60.6 million and $11.9 million for the
fifty-three weeks ended January 1, 2004,
fifty-one weeks ended December 26, 2002, the forty-four weeks ended January 3, 2002 and the nine weeks ended March 1, 2001, respectively. Contingent rent
expense was $1.5 million, $3.0 million, $2.9 million and $0.4 million for the fifty-three weeks ended January 1, 2004, fifty-one weeks ended
December 26, 2002, the forty-four weeks ended January 3, 2002 and the nine weeks ended March 1, 2001.



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.

50

---

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. 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, 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 defend
vigorously the Plaintiffs' claims.

(12) 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 January 1, 2004, and are
all held by the Parent. At January 1, 2004 the Company has 5,000,000 shares of preferred stock authorized with none issued.

Stock Option Plans

At January 1, 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 $2.6 million and $1.8 million for the fifty-three weeks ended January 1, 2004 and the fifty-one weeks ended December 26, 2002,
respectively.

(13) Employee Benefits Plan

In conjunction with the exchange transaction in April 2002 (see Note 4? "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, $0.6 million and $0.1 million to the applicable plan for the fifty-one weeks ended December 26, 2002, the forty-four weeks ended
January 3, 2002 and the nine weeks ended March 1, 2001.

51

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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.

(14) Fair Value of Financial Instruments

The methods and assumptions used to estimate the fair value of each class of financial instrument as of January 1, 2004 and December 26, 2002 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 and note payable to affiliate were based on recent financing transactions for similar debt issuances and the
carrying amounts approximates the fair value.

52

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

None.

Item 9A. 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 January 1, 2004, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded
that, as of January 1, 2004, our disclosure controls and procedures were effective.

There
were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended January 1, 2004 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Shown below are the names, ages as of January 1, 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 directors' term is for a period of one year.

|Name                |  | Age |  | Position                              
|------------------- |  | --- |  | --------------------------------------
|Michael L. Campbell |  | 50  |  | President and Chairman of the Board   
|Gregory W. Dunn     |  | 44  |  | Director and Vice President           
|Amy E. Miles        |  | 37  |  | Director, Vice President and Treasurer
|Peter B. Brandow    |  | 43  |  | 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 1 to the
financial statements included in the Form 10-K of Regal Cinemas filed for the fiscal year ended January 1, 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.

53

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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 through the bankruptcy proceedings
described in Note 1 to the financial statements included in the Form 10-K of Regal Cinemas filed for the fiscal year ended January 1, 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 a member of the board of directors of Regal Cinemas, and has 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 1 to the financial statements included in the Form 10-K of Regal Cinemas
filed for the fiscal year ended January 1, 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 Price
WaterhouseCoopers, LLC.

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 1, to the financial statements included in the
Form 10-K of Regal Cinemas filed for the fiscal year ended January 1, 2004, the description of which proceedings is incorporated herein by reference. Mr. Brandow
served as Vice President, General Counsel and Secretary for 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.

54

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Item 11. EXECUTIVE COMPENSATION

The following table shows the fiscal 2003, 2002 and 2001 cash compensation and certain other compensation paid to or accrued by certain of our executive officers
for the fiscal year ended January 1, 2004, December 26, 2002 and January 3, 2002. These individuals are referred to as our Named Executive Officers. The compensation reported for
the Named Executive Officers for fiscal 2003 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 |  | 2003
2002
2001 |  | $$$ | 589,100
589,100
 |  | $$$ | 650,000
883,650
     
|Gregory W. Dunn
Vice President                          |  | 2003
2002
2001 |  | $$$ | 377,169
377,169
 |  | $$$ | 282,877
377,169
     
|Amy E. Miles
Director, Vice President and Treasurer     |  | 2003
2002
2001 |  | $$$ | 325,000
325,000
 |  | $$$ | 275,000
325,000
     
|Peter B. Brandow
Vice President and Secretary           |  | 2003
2002
2001 |  | $$$ | 305,000
305,000
 |  | $$$ | 228,750
305,000
     

---

Option Grants in Last Fiscal Year

There were no stock option grants to our Named Executive Officers during fiscal 2003.

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 January 1, 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 2004 annual stockholders meeting when it becomes available.

55

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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 agreements 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 3 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, her 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 Mr. 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 or them resigns for good reason, within 3 months

56

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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 March 26, 2004, approximately 58.1% of Regal's Class A common stock, approximately 82.6% of Regal's Class B common stock and approximately
78.0% 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 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 one theatre from UATR and 7 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 UAR 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 leases between UATC and UAR and Prop I expired on October 4, 2003 and October 31, 2003,
respectively. UATC exercised its options to extend the leases for an additional ten years.

In
order to fund the cost of additions and/or renovations to the theatres leased by UATC from UAR or Prop 1, UATC has periodically made advances to UAR.

Regal
Cinemas, Inc. has agreed to manage the theatre operations of UATC pursuant to the terms of a management agreement. During the fifty-three weeks ended January 1, 2004
and the fifty-one weeks ended December 26, 2002, UATC recorded management fees expenses of approximately $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.

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

57

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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 26, 2002 and January 1, 2004. For such fiscal years
we paid fees for services from KPMG as discussed below.



Board of Directors Pre-Approval Policy

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 its responsibilities to pre-approve services performed by the independent auditor to
management or to an individual member of the board.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



58

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Exhibit
Number

Description2.1

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)


59

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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.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)


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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. (filed as exhibit 21.1 to United Artists Theatre Circuit, Inc.'s Annual Report on Form 10-K (Commission File No. 033-49598) on March 26, 2003, and incorporated herein by
reference)31.1

Rule 13(a)-14(a) Certification of Chief Executive Officer31.2

Rule 13(a)-14(a) Certification of Chief Financial Officer


None.

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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.

|March 31, 2004 |  | UNITED ARTISTS THEATRE CIRCUIT, INC.
|-------------- |  | ------------------------------------
|               |  | By:                                 
|March 31, 2004 |  |                                     
|               |  | 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 31, 2004
|/s/AMY E. MILESAmy E. Miles               |  | Vice President and Treasurer        |  | March 31, 2004

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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.                                                                                                                                                                                                                                                                                                                                                                                         
|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. (filed as exhibit 21.1 to United Artists Theatre Circuit, Inc.'s Annual Report on Form 10-K (Commission File No. 033-49598) on March 26, 2003, and incorporated herein by
reference)                                                                                                                                                                                                                                                                    
|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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