Table of Contents



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



FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended September 30, 2010
ORo

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


For the transition period
from                to               
Commission file number 1-33344



MARQUEE HOLDINGS INC.(Exact name of registrant as specified in its charter)

Delaware

77-0642885(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)920 Main
Kansas City, Missouri(Address of principal executive offices)

64105(Zip Code)


(816) 221-4000(Registrant's telephone number, including area code)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý

Smaller reporting company o(Do not check if a smaller
reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o No ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of Each Class of Common Stock

Number of Shares
Outstanding as of September 30, 2010Common Stock, 1¢ par value

1




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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

INDEX



Page NumberPART IFINANCIAL INFORMATIONItem 1.

Financial Statements (unaudited)


3Consolidated Statements of Operations


3Consolidated Balance Sheets


4Consolidated Statements of Cash Flows


5Notes to Consolidated Financial Statements


6Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations


26Item 3.

Quantitative and Qualitative Disclosures About Market Risk


38Item 4.

Controls and Procedures


39PART IIOTHER INFORMATIONItem 1.

Legal Proceedings


40Item 1A.

Risk Factors


40Item 6.

Exhibits


41Signatures


42


2

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Table of Contents



PART IFINANCIAL INFORMATION



Item 1.    Financial Statements. (Unaudited)



MARQUEE HOLDINGS INC. AND SUBSIDIARY    CONSOLIDATED STATEMENTS OF OPERATIONS    (in thousands)

Thirteen Weeks Ended

Twenty-six Weeks EndedSeptember 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009(unaudited)

(unaudited)RevenuesAdmissions

$
458,572

$
390,498

$
907,169

$
836,725Concessions


179,712


147,381


355,671


321,041Other theatre


15,341


13,173


31,737


28,598Total revenues


653,625


551,052


1,294,577


1,186,364Operating Costs and ExpensesFilm exhibition costs


242,181


208,328


481,004


457,429Concession costs


23,805


15,905


44,301


35,070Operating expense


173,835


143,391


321,476


293,568Rent


121,481


108,311


236,035


220,684General and administrative:Merger, acquisition and transaction costs


5,223


43


10,979


324Management fee


1,250


1,250


2,500


2,500Other


18,040


13,075


31,111


26,158Depreciation and amortization


52,355


46,689


100,958


95,477Operating costs and expenses


638,170


536,992


1,228,364


1,131,210Operating income


15,455


14,060


66,213


55,154Other expense (income)Other expense (income)


(7,746
)

(6,938
)

(9,685
)

1,835Interest expenseCorporate borrowings


40,220


40,469


80,789


76,318Capital and financing lease obligations


1,625


1,413


3,008


2,826Equity in earnings of non-consolidated entities


(5,332
)

(4,348
)

(3,566
)

(10,610
)Gain on NCM, Inc. stock sale


(64,648
)




(64,648
)

Investment income


(54
)

(33
)

(104
)

(132
)Total other expense (income)


(35,935
)

30,563


5,794


70,237Earnings (loss) from continuing operations before income taxes


51,390


(16,503
)

60,419


(15,083
)Income tax provision (benefit)


(1,250
)

(1,000
)

5,350


Earnings (loss) from continuing operations


52,640


(15,503
)

55,069


(15,083
)Earnings (loss) from discontinued operations, net of income taxes


(8
)

(131
)

(25
)

592Net earnings (loss)

$
52,632

$
(15,634
)
$
55,044

$
(14,491
)


See
Notes to Consolidated Financial Statements.

3

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MARQUEE HOLDINGS INC. AND SUBSIDIARY        CONSOLIDATED BALANCE SHEETS        (in thousands, except share data)

September 30, 2010

April 1, 2010(unaudited)ASSETSCurrent assets:Cash and equivalents

$
329,457

$
497,948Receivables, net


28,054


25,539Other current assets


78,901


72,919Total current assets


436,412


596,406Property, net


1,003,617


863,532Intangible assets, net


158,395


148,432Goodwill


1,936,254


1,836,731Other long-term assets


310,613


238,103Total assets

$
3,845,291

$
3,683,204LIABILITIES AND STOCKHOLDER'S EQUITYCurrent liabilities:Accounts payable

$
146,696

$
175,142Accrued expenses and other liabilities


135,562


143,274Deferred revenues and income


111,122


125,842Current maturities of corporate borrowings and capital and financing lease obligations


10,347


10,463Total current liabilities


403,727


454,721Corporate borrowings


2,064,478


2,067,149Capital and financing lease obligations


63,950


53,323Deferred revenuesfor exhibitor services agreement


361,676


252,322Other long-term liabilities


350,836


309,591Total liabilities

$
3,244,667

$
3,137,106Commitments and contingenciesStockholder's equity:Common Stock, 1 share issued with 1¢ par value





Additional paid-in capital


747,401


747,206Accumulated other comprehensive loss


(3,889
)

(3,176
)Accumulated deficit


(142,888
)

(197,932
)Total stockholder's equity


600,624


546,098Total liabilities and stockholder's equity

$
3,845,291

$
3,683,204


See
Notes to Consolidated Financial Statements.

4

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MARQUEE HOLDINGS INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)

Twenty-six Weeks EndedSeptember 30,
2010

October 1,
2009(unaudited)INCREASE (DECREASE) IN CASH AND EQUIVALENTSCash flows from operating activities:Net earnings (loss)

$
55,044

$
(14,491
)Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:Depreciation and amortization


100,958


95,477Deferred income taxes





(1,500
)Write-off of issuance costs related to early extinguishment of debt





3,468Gain on NCM, Inc. stock sale


(64,648
)

Equity in earnings and losses from non-consolidated entities, net of distributions


6,609


3,818Gain on dispositions


(9,983
)

(592
)Change in assets and liabilities, net of acquisition:Receivables


2,579


1,814Other assets


460


22Accounts payable


(51,113
)

(29,751
)Accrued expenses and other liabilities


(34,315
)

6,057Other, net


4,884


(2,473
)Net cash provided by operating activities


10,475


61,849Cash flows from investing activities:Capital expenditures


(46,711
)

(29,781
)Acquisition of Kerasotes, net of cash acquired


(280,606
)

Proceeds from NCM, Inc. stock sale


102,224


Proceeds from disposition of Cinemex


860


2,898Proceeds from the disposition of long-term assets


55,991


Other, net


(909
)

(5,661
)Net cash used in investing activities


(169,151
)

(32,544
)Cash flows from financing activities:Repayment under revolving credit facility





(185,000
)Repurchase of Fixed Notes due 2012





(250,000
)Proceeds from issuance of Senior Notes due 2019





585,492Deferred financing costs


(95
)

(15,943
)Principal payments under capital and financing lease obligations


(2,072
)

(1,712
)Payments under Term Loan B


(3,250
)

(3,250
)Change in construction payables


(3,524
)

(437
)Dividends paid to Parent


(669
)

(300,723
)Net cash used in financing activities


(9,610
)

(171,573
)Effect of exchange rate changes on cash and equivalents


(205
)

(1,693
)Net decrease in cash and equivalents


(168,491
)

(143,961
)Cash and equivalents at beginning of period


497,948


536,580Cash and equivalents at end of period

$
329,457

$
392,619


See
Notes to Consolidated Financial Statements.

5

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MARQUEE HOLDINGS INC. AND SUBSIDIARY        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        September 30, 2010        (Unaudited)

NOTE 1BASIS OF PRESENTATION

Marquee Holdings Inc. ("Holdings") is an investment vehicle owned through AMC Entertainment Holdings, Inc. ("Parent") by J.P. Morgan Partners, LLC and certain
related investment funds ("JPMP"), Apollo Management, L.P. and certain related investment funds ("Apollo") and affiliates of Bain Capital Partners ("Bain"), The Carlyle Group ("Carlyle") and
Spectrum Equity Investors ("Spectrum") (collectively with JPMP and Apollo the "Sponsors"). Holdings was formed for the purpose of acquiring AMC Entertainment Inc. ("AMCE") pursuant to a
definitive merger agreement approved by AMCE's Board of Directors on July 22, 2004. Holdings is a holding company with no operations of its own and it has one direct subsidiary, AMCE.

AMCE,
through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. ("AMC") and its subsidiaries and AMC Entertainment International, Inc. ("AMCEI")
and its subsidiaries (collectively with Holdings and AMCE, unless the context otherwise requires, the "Company"), is principally involved in the theatrical exhibition business and owns, operates or
has interests in theatres located in the United States and Canada, China (Hong Kong), France and the United Kingdom.

The
accompanying unaudited consolidated financial statements have been prepared in response to the requirements of Form 10-Q and should be read in conjunction with the
Company's Annual report on Form 10-K for the year ended April 1, 2010. In the opinion of management, these interim financial statements reflect all adjustments (consisting of
normal recurring adjustments) necessary for a fair statement of the Company's financial position and results of operations. Due to the seasonal nature of the Company's business, results for the
twenty-six weeks ended September 30, 2010 are not necessarily indicative of the results to be expected for the fiscal year (52 weeks) ending March 31, 2011. The
Company manages its business under one operating segment called Theatrical Exhibition.

Use of Estimates:The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (1) Impairment charges, (2) Film exhibition costs,
(3) Income and operating taxes and (4) Gift card and packaged ticket revenues. Actual results could differ from those estimates.

The
April 1, 2010 consolidated balance sheet data was derived from the audited balance sheet included in the Form 10-K, but does not include all disclosures
required by generally accepted accounting principles.

6

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 1BASIS OF PRESENTATION (Continued)

Other Expense (Income):The following table sets forth the components of other expense (income):

Thirteen Weeks Ended

Twenty-six Weeks Ended(In thousands)

September 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009Loss on redemption of 85/8% Senior Notes due 2012

$


$
450

$


$
11,276Gift card redemptions considered to be remote


(7,614
)

(7,369
)

(9,553
)

(9,422
)Other income


(132
)

(19
)

(132
)

(19
)Other expense (income)

$
(7,746
)
$
(6,938
)
$
(9,685
)
$
1,835


Presentation:Effective April 1, 2010, preopening expense, theatre and other closure expense (income), and disposition of
assets and other
losses (gains) were reclassified to operating expense with a conforming reclassification made for the prior year presentation. Additionally, in the Consolidated Statements of Cash Flows, certain
operating activities were reclassified to other, net and certain investing activities were reclassified to other, net, with conforming reclassifications made for the prior year presentation. These
presentation reclassifications reflect how management evaluates information presented in the Consolidated Statement of Operations and Consolidated Statements of Cash Flows.

NOTE 2ACQUISITION

On May 24, 2010, the Company completed the acquisition of substantially all of the assets (92 theatres and 928 screens) of Kerasotes Showplace Theatres, LLC ("Kerasotes").
Kerasotes operated 95 theatres and 972 screens in mid-sized, suburban and metropolitan markets, primarily in the Midwest. More than three quarters of the Kerasotes theatres feature stadium
seating and almost 90 percent have been built since 1994. The Company acquired Kerasotes based on their highly complementary geographic presence in certain key markets. Additionally, the
Company expects to realize synergies and cost savings related to the Kerasotes acquisition as a result of moving to the Company's operating practices, decreasing costs for newspaper advertising and
concessions and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies. The purchase price for the
Kerasotes theatres paid in cash at closing was $276,798,000, net of cash acquired, and was subject to working capital and other purchase price adjustments as described in the Unit Purchase Agreement.
The Company paid working capital and other purchase price adjustments of $3,808,000 during the second quarter of fiscal 2011, based on the final closing date working capital and deferred revenue
amounts, and has included this amount as part of the total estimated purchase price.

7

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2ACQUISITION (Continued)

The
acquisition of Kerasotes is being treated as a purchase in accordance with Accounting Standards Codification 805,Business
Combinations,which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase
price is based on management's judgment after evaluating several factors, including bid prices from potential buyers and a preliminary valuation assessment. The allocation of purchase price is subject
to changes as an appraisal of both tangible and intangible assets and liabilities is finalized and additional information becomes available; however, we do not expect material changes. The following
is a summary of the preliminary allocation of the purchase price:

(In thousands)

TotalCash

$
809Receivables, net(1)


3,832Other current assets


12,905Property, net


204,998Intangible assets, net(2)


17,425Goodwill(3)


109,907Other long-term assets


5,920Accounts payable


(13,538
)Accrued expenses and other liabilities


(12,439
)Deferred revenues and income


(1,806
)Capital and financing lease obligations


(12,583
)Other long-term liabilities(4)


(34,015
)Total estimated purchase price

$
281,415


(1)Receivables
consist of trade receivables recorded at fair value. The Company did not acquire any other class of receivables as a result of the acquisition
of Kerasotes.(2)Intangible
assets consist of certain Kerasotes' trade names, a non-compete agreement, and favorable leases. See
Note 4Goodwill and Intangible Assets for further information.(3)Goodwill
arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations. Amounts recorded for
goodwill are not subject to amortization and are expected to be deductible for tax purposes.(4)Other
long-term liabilities consist of certain theatre and ground leases that have been identified as unfavorable.


8

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2ACQUISITION (Continued)




During
the twenty-six weeks ended September 30, 2010, the Company incurred acquisition-related costs of approximately $10,155,000, which are included in general and
administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations.

In
connection with the acquisition of Kerasotes, the Company divested of five Kerasotes theatres with 59 screens as required by the Antitrust Division of the United States Department of
Justice. The Company also sold one vacant theatre that had previously been closed by Kerasotes. Proceeds from the divested theatres exceeded the carrying amount of such theatres by $16,850,000, which
was recorded as a reduction to goodwill. In addition, the Company has classified two Kerasotes theatres with 26 screens as assets held for sale during the twenty-six weeks ended
September 30, 2010, that will be divested. The carrying amount of the assets held for sale was reduced by $6,466,000, which was recorded as an increase to goodwill during the
twenty-six weeks ended September 30, 2010, to reflect the $900,000 net sales price received for one of the theatres during the third quarter of fiscal 2011. Assets held for sale of
approximately $2,557,000 were classified as other current assets in the Company's Consolidated Balance Sheets.

The
Company was also required by the Antitrust Division of the United States Department of Justice to divest of four legacy AMC theatres with 57 screens. The Company recorded a gain on
disposition of assets of $10,056,000 for one divested legacy theatre with 14 screens during the twenty-six weeks ended September 30, 2010, which reduced operating expenses by
approximately $10,056,000. Additionally, the Company acquired two theatres with 26 screens that were received in exchange for three of the legacy AMC theatres with 43 screens.

The
unaudited pro forma financial information presented below sets forth the Company's historical statements of operations for the periods indicated and gives effect to the acquisition
as if the business combination and required divestitures had occurred as of the beginning of the respective periods. Such information is presented for comparative purposes to the Consolidated
Statements of Operations only and does not purport to represent what the Company's results of operations would actually have been

9

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2ACQUISITION (Continued)

had
these transactions occurred on the date indicated or to project its results of operations for any future period or date.

Thirteen Weeks Ended

Twenty-six Weeks EndedPro forma
September 30,
2010

Pro forma
October 1,
2009

Pro forma
September 30,
2010

Pro forma
October 1,
2009(unaudited)

(unaudited)RevenuesAdmissions

$
457,294

$
431,344

$
926,154

$
923,084Concessions


179,180


166,583


364,475


361,262Other theatre


15,309


15,253


32,535


32,655Total revenues


651,783


613,180


1,323,164


1,317,001Operating Costs and ExpensesFilm exhibition costs


241,444


229,788


491,057


503,121Concession costs


23,757


18,200


45,750


39,958Operating expense


173,121


161,631


337,701


329,328Rent


121,078


117,325


240,428


239,469General and administrative:Merger, acquisition and transaction costs*


5,223


43


10,979


324Management fee


1,250


1,250


2,500


2,500Other


18,040


16,816


32,762


33,651Depreciation and amortization


52,355


53,094


104,517


107,555Operating costs and expenses


636,268


598,147


1,265,694


1,255,906Operating income


15,515


15,033


57,470


61,095Other expense (income)Other expense (income)


(7,746
)

(6,938
)

(9,685
)

1,835Interest expenseCorporate borrowings


40,220


40,469


80,789


76,318Capital and financing lease obligations


1,625


1,629


3,224


3,258Equity in earnings of non-consolidated entities


(5,332
)

(4,348
)

(3,566
)

(10,610
)Gain on NCM, Inc. stock sale


(64,648
)




(64,648
)

Investment (income) expense


(54
)

163


(104
)

64Total other expense (income)


(35,935
)

30,975


6,010


70,865Earnings (loss) from continuing operations before income taxes


51,450


(15,942
)

51,460


(9,770
)Income tax provision (benefit)


(1,250
)

(900
)

1,950


1,900Earnings (loss) from continuing operations


52,700


(15,042
)

49,510


(11,670
)Earnings (loss) from discontinued operations, net of income taxes


(8
)

(131
)

(25
)

592Net earnings (loss)

$
52,692

$
(15,173
)
$
49,485

$
(11,078
)


*Primarily
represents non-recurring transaction costs for the acquisition and related transactions.




Thirteen Weeks Ended

Twenty-six Weeks EndedPro forma
September 30,
2010

Pro forma
October 1,
2009

Pro forma
September 30,
2010

Pro forma
October 1,
2009Average screenscontinuing operations(1)


5,211


5,295


5,214


5,307


(1)Includes
consolidated theaters only.


10

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2ACQUISITION (Continued)

The Company recorded revenues of approximately $103,300,000 from May 24, 2010 through September 30, 2010 resulting from the
acquisition of Kerasotes, and recorded operating costs and expenses of approximately $106,000,000, including $10,200,000 of depreciation and amortization and $10,155,000 of merger, acquisition and
transaction costs. The Company recorded $375,000 of other expense related to Kerasotes.

NOTE 3COMPREHENSIVE EARNINGS

The components of comprehensive earnings are as follows:

Thirteen Weeks Ended

Twenty-six Weeks Ended(In thousands)

September 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009Net earnings (loss)

$
52,632

$
(15,634
)
$
55,044

$
(14,491
)Foreign currency translation adjustment


(3,240
)

(3,063
)

(1,348
)

(10,802
)Pension and other benefit adjustments


(220
)

(214
)

(282
)

(261
)Change in fair value of cash flow hedges











(6
)Losses on interest rate swaps reclassified to interest expense: corporate borrowings











558Increase in unrealized gain on marketable securities


1,237


308


917


563Total comprehensive earnings (loss)

$
50,409

$
(18,603
)
$
54,331

$
(24,439
)


NOTE 4GOODWILL AND INTANGIBLE ASSETS

Activity of goodwill is presented below.

(In thousands)

TotalBalance as of April 1, 2010

$
1,836,731Acquisition of Kerasotes


109,907Goodwill allocated to sales(1)


(10,384
)Balance as of September 30, 2010

$
1,936,254


(1)Reduction
in goodwill for sales of six Kerasotes theatres, partially offset by an increase in goodwill for the adjustment to the carrying value of one
theatre that was classified as held for sale based on expected selling price. Subsequent to the acquisition, the Company was required to sell certain acquired theatres to comply with government
requirements related to the sale. No gains or losses were recorded for these transactions.


11

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 4GOODWILL AND INTANGIBLE ASSETS (Continued)

Activity
for intangible assets is presented below:

September 30, 2010

April 1, 2010(In thousands)

Remaining
Useful Life

Gross
Carrying
Amount

Accumulated
Amortization

Gross
Carrying
Amount

Accumulated
AmortizationAcquired Intangible Assets:Amortizable Intangible Assets:Favorable leases

2 to 17 years

$
110,231

$
(48,865
)
$
104,646

$
(44,127
)Loyalty program

3 years


46,000


(40,388
)

46,000


(38,870
)Loews' trade name

1 year


2,300


(2,150
)

2,300


(1,920
)Loews' management contracts

12 to 21 years


35,400


(29,390
)

35,400


(29,209
)Non-compete agreement

5 years


6,400


(443
)




Other intangible assets

1 to 12 years


13,309


(13,109
)

13,309


(13,097
)Total, amortizable



$
213,640

$
(134,345
)
$
201,655

$
(127,223
)Unamortizable Intangible Assets:AMC trademark



$
74,000




$
74,000Kerasotes trade names




5,100





Total, unamortizable



$
79,100




$
74,000


Additional
information for Kerasotes intangible assets acquired on May 24, 2010 is presented below:

(In thousands)

Weighted Average
Amortization
Period

Gross Carrying
AmountAcquired Intangible Assets:Amortizable Intangible Assets:Favorable leases

3.6 years

$
5,585Non-compete agreement

5 years


6,400Management agreement(1)




340Total, amortizable

4.3 years

$
12,325Unamortizable Intangible Assets:Kerasotes trade names



$
5,100


(1)The
management agreement intangible asset was disposed of as required by the Department of Justice.


12

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 4GOODWILL AND INTANGIBLE ASSETS (Continued)




Amortization
expense associated with the Company's intangible assets is as follows:

Thirteen Weeks Ended

Twenty-six Weeks Ended(In thousands)

September 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009Recorded amortization

$
3,739

$
3,245

$
7,122

$
7,444


Estimated
amortization expense for the next five fiscal years for intangible assets owned as of September 30, 2010 is projected below:

(In thousands)

2011

2012

2013

2014

2015Projected amortization expense

$
14,652

$
14,014

$
12,582

$
9,516

$
8,660


NOTE 5STOCKHOLDER'S EQUITY

Holdings has one share of Common Stock issued as of September 30, 2010, which is owned by Parent.

During
September of 2010, Holdings used cash on hand to pay a dividend distribution to Parent in an aggregate amount of $669,000. Parent used the available funds to pay corporate
overhead expenses incurred in the ordinary course of business.

Stock-Based Compensation

The Company has no stock-based compensation arrangements of its own, but Parent has adopted a stock-based compensation plan that
permits a maximum of 49,107.44681 options to be issued on Parent's stock under the amended and restated 2004 Stock Option Plan. The stock options have a ten year term and generally step vest in equal
amounts from one to three or five years from the date of the grant. Vesting may accelerate for a certain participant if there is a change of control (as defined in the plan). All outstanding options
have been granted to employees and one director of the Company. The Company accounts for stock options using the fair value method of accounting and has elected to use the simplified method for
estimating the expected term of "plain vanilla" share option grants, as it does not have enough historical experience to provide a reasonable estimate.

On
July 8, 2010, the Board approved a grant of 1,023 non-qualified stock options to a certain employee of the Company under the amended and restated 2004 Stock Option
Plan. These options vest ratably over 5 years with an exercise price of $752 per share. Expense for this award will be recognized on a straight-line basis over the vesting period,
beginning in the second quarter of fiscal 2011. See 2010 Equity Incentive Plan below for further information regarding assumptions used in determining fair value. On July 23, 2010, the Board
determined that the Company would no longer grant any awards of shares of common stock of the Company under the amended and restated 2004 Stock Option Plan.

13

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 5STOCKHOLDER'S EQUITY (Continued)

2010 Equity Incentive Plan

On July 8, 2010, the Board of Directors (the "Board") of Parent and the stockholders of Parent approved the adoption of the AMC
Entertainment Holdings, Inc. 2010 Equity Incentive Plan (the "Plan"). The Plan provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights
("SARs"), restricted stock awards, other stock-based awards or performance-based compensation awards.

Subject
to adjustment as provided for in the Plan, (i) the aggregate number of shares of common stock of Parent available for delivery pursuant to awards granted under the Plan is
39,312 shares, (ii) the number of shares available for granting incentive stock options under the Plan will not exceed 19,652 shares and (iii) the maximum number of shares that may be
granted to a participant each year is 7,862.

On
July 8, 2010, the Board approved the grants of non-qualified stock options, restricted stock (time vesting), and restricted stock (performance vesting) to certain
of its employees. The estimated fair value of the stock at the grant date was approximately $752 per share and was based upon a contemporaneous valuation reflecting market conditions. The award
agreements under the Plan generally have the following features, subject to Parent's compensation committee:



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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 5STOCKHOLDER'S EQUITY (Continued)



Compensation
expense for stock options and restricted stock are recognized on a straight-line basis (net of estimated forfeitures) over the requisite service period, which is
generally the vesting period of the award. The Company has recorded stock-based compensation expense of $728,000 and $427,000 within general and administrative: other during the thirteen weeks ended
September 30, 2010, and October 1, 2009, respectively. The Company has recorded stock-based compensation expense of $864,000 and $838,000 within general and administrative: other during
the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. The Company's financial statements reflect an increase to additional paid-in
capital related to stock-based compensation for all outstanding options of $864,000 during fiscal 2011. As of September 30, 2010, there was approximately $8,201,000 of total estimated
unrecognized compensation cost related to nonvested stock-based compensation arrangements under both the 2010 Equity Incentive Plan and the 2004 Stock Option Plan expected to be recognized over a
weighted average 3.44 years.

The
following table reflects the weighted average fair value per option granted under the amended and restated 2004 Option Plan and the 2010 Equity Incentive Plan during the second
quarter of fiscal 2011, as well as the significant assumptions used in determining weighted average fair value using the Black-Scholes option-pricing model:

2010 Plan

2004 PlanWeighted average fair value of options on grant date

$
293.72

$
300.91Risk-free interest rate


2.50
%

2.58
%Expected life (years)


6.25


6.50Expected volatility(1)


35.0
%

35.0
%Expected dividend yield








(1)The
Company uses share values of its publicly traded competitor peer group for purposes of calculating volatility.


NOTE 6INVESTMENTS

Investments in non-consolidated affiliates and certain other investments accounted for following the equity method generally include all entities in which the Company or its
subsidiaries have significant influence, but not more than 50% voting control. Investments in non-consolidated affiliates as of September 30, 2010, include a 17.02% interest in
National CineMedia, LLC ("NCM"), a 50% interest in three U.S. motion picture theatres, a 26% equity interest in Movietickets.com ("MTC"), a 50% interest in Midland Empire Partners, LLC
("MEP") and a 29% interest in Digital Cinema Implementation Partners, LLC ("DCIP"). Indebtedness held by equity method investees is non-recourse to the Company.

15

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 6INVESTMENTS (Continued)

Condensed
financial information of our non-consolidated equity method investments is shown below. Amounts are presented under U.S. GAAP for the periods of ownership by
the Company.

Operating
Results(1):

For the thirteen weeks ended September 30, 2010

(In thousands)

NCM

DCIP

Other

TotalRevenues

$
125,717

$
10,268

$
13,446

$
149,431Operating costs and expenses


73,187


22,068


13,636


108,891Net earnings (loss)

$
52,530

$
(11,800
)
$
(190
)
$
40,540The Company's recorded equity in earnings (loss)

$
8,976

$
(3,412
)
$
(232
)
$
5,332


For the twenty-six weeks ended September 30, 2010

(In thousands)

NCM

DCIP

Other

TotalRevenues

$
224,715

$
15,554

$
23,086

$
263,355Operating costs and expenses


144,639


45,508


23,773


213,920Net earnings (loss)

$
80,076

$
(29,954
)
$
(687
)
$
49,435The Company's recorded equity in earnings (loss)

$
12,434

$
(8,581
)
$
(287
)
$
3,566


For the thirteen weeks ended October 1, 2009

(In thousands)

NCM

DCIP

Other

TotalRevenues

$
95,712

$


$
13,388

$
109,100Operating costs and expenses


62,410


3,092


14,014


79,516Net earnings (loss)

$
33,302

$
(3,092
)
$
(626
)
$
29,584The Company's recorded equity in earnings (loss)

$
5,900

$
(1,031
)
$
(521
)
$
4,348


For the twenty-six weeks ended October 1, 2009

(In thousands)

NCM

DCIP

Other

TotalRevenues

$
188,610

$


$
23,039

$
211,649Operating costs and expenses


122,848


5,605


24,001


152,454Net earnings (loss)

$
65,762

$
(5,605
)
$
(962
)
$
59,195The Company's recorded equity in earnings (loss)

$
13,266

$
(1,868
)
$
(788
)
$
10,610


(1)Certain
differences in the Company's recorded investment for one U.S. motion picture theatre where it has a 50% interest, and its proportional ownership
share resulting from the acquisition of the asset in a business combination where the investment was initially recorded at fair value, are amortized to equity in (earnings) or losses over the
estimated useful life of approximately 20 years for the underlying building. The recorded equity in earnings of NCM on common membership units owned immediately following the IPO of National
CineMedia, Inc. ("NCM, Inc.") (Tranche 1 Investment) does not include undistributed equity in earnings. The Company considered the excess


16

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 6INVESTMENTS (Continued)

distribution
received following NCM, Inc.'s IPO as an advance on NCM's future earnings. As a result, the Company will not recognize any undistributed equity in earnings of NCM on the original
common membership units (Tranche 1 Investment) until NCM's future net earnings equal the amount of the excess distribution.


As
of September 30, 2010, the Company owns 18,803,420 units, or a 17.02% interest, in NCM accounted for following the equity method of accounting. The estimated fair market value
of the units in NCM was approximately $336,581,000, based on the price per share of NCM, Inc. on September 30, 2010 of $17.90 per share.

As
of September 30, 2010 and April 1, 2010, the Company has recorded $1,190,000 and $1,462,000 respectively, of amounts due from NCM related to on-screen
advertising revenue. As of September 30, 2010 and April 1, 2010, the Company had recorded $915,000 and $1,502,000 respectively, of amounts due to NCM related to the Exhibitors Services
Agreement. The Company recorded
revenues for advertising from NCM of $5,992,000 and $4,799,000 during the thirteen weeks ended September 30, 2010 and October 1, 2009, respectively and $11,411,000 and $10,215,000 during
the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. The Company recorded advertising expenses related to a beverage advertising agreement paid to
NCM of $3,422,000 and $2,787,000 during the thirteen weeks ended September 30, 2010 and October 1, 2009, respectively and $6,686,000 and $5,993,000 during the twenty-six
weeks ended September 30, 2010 and October 1, 2009, respectively.

The
Company recorded the following changes in the carrying amount of its investment in NCM and equity in (earnings) losses of NCM during the twenty-six weeks ended
September 30, 2010:

(In thousands)

Investment in
NCM(1)

Deferred
Revenue(2)

Cash
Received
(Paid)

Equity in
(Earnings)
Losses

Advertising
(Revenue)

(Gain) on
NCM, Inc.
Stock SaleBeginning balance April 1, 2010

$
28,826

$
(252,322
)
$


$


$


$
Receipt of Common Units(3)


111,520


(111,520
)










Exchange and sale of NCM stock(4)


(37,576
)




102,224








(64,648
)Receipt of excess cash distribution


(2,737
)




10,175


(7,438
)




Amortization of deferred revenue





2,166








(2,166
)

Equity in earnings(5)


4,996








(4,996
)




Ending balance September 30, 2010

$
105,029

$
(361,676
)
$
112,399

$
(12,434
)
$
(2,166
)
$
(64,648
)


(1)Represents
AMC's investment in 694,164 common membership units originally valued at March 27, 2008 and 300,141common membership units originally
valued at March 17, 2009, 94,015 common membership units originally valued at March 17, 2010, and 4,808,360 common membership units originally valued at June 14, 2010 received
under the Common Unit Adjustment Agreement dated as of February 13, 2007 (Tranche 2 Investments). AMC's investment in 12,906,740 common membership units (Tranche 1 Investment) is
carried at zero cost.(2)Represents
the unamortized portion of the Exhibitors Services Agreement (ESA) modifications payment received from NCM. Such amounts are being amortized to
revenues over the remainder


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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 6INVESTMENTS (Continued)

of
the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly
EITF 88-18,Sales of Future Revenues). (3)Effective
June 14, 2010 and with a settlement date of June 28, 2010, the Company received 6,510,209 common membership units of NCM as a result
of an Extraordinary Common Unit Adjustment in connection with the Company's acquisition of Kerasotes. The Company recorded the additional units at a fair value of $111,520,000 based on a price per
shares of NCM, Inc. on June 14, 2010, of $17.13 per share, with an offsetting adjustment to deferred revenue.(4)All
of the Company's NCM membership units are redeemable for, at the option of NCM, cash or shares of common stock of NCM, Inc. on a
share-for-share basis. On August 18, 2010, the Company sold 6,500,000 shares of common stock of NCM, Inc. in an underwritten public offering for $16.00 per share
and reduced the Company's related investment in NCM by $36,709,000, the average carrying amount of the shares sold. Net proceeds received on this sale were $99,840,000 after deducting related
underwriting fees and professional and consulting costs of $4,160,000, resulting in a gain on sale of $63,131,000. In addition, on September 8, 2010, the Company sold 155,193 shares of
NCM, Inc. to the underwriters to cover over-allotments for $16.00 per share and reduced the Company's related investment in NCM by $867,000, the average carrying amount of the
shares owned. Net proceeds received on this sale were $2,384,000 after deducting related underwriting fees and professional and consulting costs of $99,000, resulting in a gain on sale of $1,517,000.(5)Represents
equity in earnings on the Tranche 2 Investments only.


Differences in Accounting for Tranche 1 and Tranche 2 Investments in NCM

On February 13, 2007, NCM, Inc., the sole manager of NCM, closed its IPO and used the net proceeds from the IPO to
purchase a 44.8% interest in NCM, paying NCM $746,100,000 and paying the Founding Members $78,500,000 for a portion of the NCM units owned by them. NCM then paid $686,300,000 of the funds received
from NCM, Inc. to the Founding Members as consideration for their agreement to modify the then-existing ESA. Also in connection with the IPO, NCM used $59,800,000 of the proceeds it
received from NCM, Inc. and $709,700,000 of net proceeds from its new senior secured credit facility entered into concurrently with the completion of the IPO to redeem $769,500,000 in NCM
preferred units held by the Founding Members. The distribution to the Founding Members described above related to the IPO resulted in large Members' Deficit amounts for the Founding Members.

18

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 6INVESTMENTS (Continued)

The
Company received approximately $259,300,000 for the redemption of all of its preferred units in NCM and approximately $26,500,000 from selling common units in NCM to NCM, Inc.
In addition, the Company received $231,300,000 as consideration for modifying the ESA.

Following
the IPO, the Company determined it would not recognize undistributed equity in the earnings on the original 17,474,890 NCM membership units (Tranche 1 Investment) until
NCM's future net earnings, less distributions received, surpass the amount of the excess distribution which created the Members' deficit in NCM. The Company considers the excess distribution described
above as an advance on NCM's future earnings and, accordingly, future earnings of NCM should not be recognized through the application of equity method accounting until such time as its share of NCM's
future earnings, net of distributions received, exceeds the excess distribution. The Company believes that the accounting model provided by ASC 323-10-35-22 for
recognition of equity investee losses in excess of an investor's basis is analogous to the accounting for equity income subsequent to recognizing an excess distribution. The Company's Tranche 1
Investment recorded at $0 corresponds with a NCM Members' Deficit amount in its capital account.

The
Company has received 7,983,723 additional units in NCM subsequent to the IPO as a result of Common Unit Adjustments received from March 27, 2008 through June 14, 2010
(Tranche 2 Investments). The Company follows the guidance in ASC 323-10-35-29 (formerly EITF 02-18,Accounting for
Subsequent Investments in an Investee after Suspension of Equity Loss Recognition) by analogy, which also refers to AICPA Technical Practice Aid 2220.14. Both sets of
literature indicate that if a subsequent investment is made in an equity method investee that has experienced significant losses, the investor must determine if the subsequent investment constitutes
funding of prior losses. The Company concluded that the construction or acquisition of new theatres that has led to the Common Unit adjustments included in its Tranche 2 Investments equates to
making additional investments in NCM. The Company has evaluated the receipt of the additional common units in NCM and the assets exchanged for these additional units and has determined that the right
to use its incremental new screens would not be considered funding of prior losses. This determination was formed by considering that (i) NCM does not receive any additional funds from the
Tranche 2 Investments, (ii) both NCM and AMC record their respective increases to Members' Equity and Investment at the same amount (fair value of the units issued), (iii) the
additional investments result in additional ownership in NCM and (iv) the investments in additional common units are not subordinate to the other equity of NCM. As such, the additional common
units received would be accounted for as a Tranche 2 Investment separate from the Company's initial investment following the equity method. The Company's Tranche 2 Investments correspond
with the NCM Members' equity amounts in its capital account.

19

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 7FAIR VALUE MEASUREMENTS

Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the
entity transacts. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values.
The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:

Level 1:

Quoted market prices in active markets for identical assets or liabilities.Level 2:

Observable market based inputs or unobservable inputs that are corroborated by market data.Level 3:

Unobservable inputs that are not corroborated by market data.


The
following table summarizes the fair value hierarchy of the Company's financial assets and liabilities carried at fair value on a recurring basis as of September 30, 2010:

Fair Value Measurements at September 30, 2010 Using(In thousands)

Total Carrying
Value at
September 30, 2010

Quoted prices in
active market
(Level 1)

Significant other
observable inputs
(Level 2)

Significant
unobservable inputs
(Level 3)Assets:Money Market Mutual Funds

$
80,097

$
80,097

$


$
Equity securities, available-for-sale:RealD Inc. Common Stock


7,537





7,537


Mutual Fund Large U.S. Equity


2,356


2,356





Mutual Fund Small/Mid U.S. Equity


237


237





Mutual Fund International


100


100





Mutual Fund Broad U.S. Equity


24


24





Mutual Fund Balanced


53


53





Mutual Fund Fixed Income


331


331





Total assets at fair value

$
90,735

$
83,198

$
7,537

$
Liabilities:Total liabilities at fair value

$


$


$


$



Valuation Techniques.The Company's money market mutual funds are invested in funds that seek to preserve principal, are highly liquid,
and therefore
are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity securities primarily consist of common stock and mutual funds invested in equity, fixed
income, and international funds. The money market funds are classified within Level 1 of the valuation hierarchy. The equity securities, available-for-sale, are measured
at fair value using quoted market prices. The Company is restricted from selling its shares of RealD Inc. until January 2011 when the related lock-up period expires. The unrecognized

20

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 7FAIR VALUE MEASUREMENTS (Continued)

gain
of the equity securities recorded in accumulated other comprehensive loss as of September 30, 2010 is $1,381,000.

In
connection with the RealD Inc. motion picture license agreement, the Company received a ten-year option to purchase 1,222,782 shares of RealD Inc. common
stock at approximately $0.00667 per share. The stock options vest in 3 tranches upon the achievement of screen installation targets. During the first quarter of fiscal 2011, the Company vested in the
first tranche and has exercised its option to purchase 407,594 shares of RealD Inc. common stock. The stock is accounted for as an equity security, available for sale, and is recorded in the
consolidated balance sheet in other long term assets with an offsetting entry recorded to other long term liabilities. Any recurring fair value adjustments will be recorded to other long term assets
with an offsetting entry to accumulated other comprehensive loss. The amount recorded in other long term liabilities will be amortized on a straight-line basis to reduce RealD license
expense recorded in the statement of operations under operating expense.

The
Company is required to disclose the fair value of financial instruments that are not recognized in the statement of financial position for which it is practicable to estimate that
value. At September 30, 2010, the carrying amount of the Company's liabilities for corporate borrowings was approximately $2,070,978,000 and the fair value was approximately $2,145,096,000. At
April 1, 2010, the carrying amount of the corporate borrowings was approximately $2,073,649,000 and the fair value was approximately $2,146,362,000. Quoted market prices were used to value
publicly held corporate borrowings. The carrying value of cash and equivalents approximates fair value because of the short duration of those instruments.

NOTE 8INCOME TAXES

The difference between the effective tax rate on earnings from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows:

Twenty-six Weeks EndedSeptember 30,
2010

October 1,
2009Income tax expense (benefit) at the federal statutory rate

$
21,150

$
(5,300
)Effect of:State income taxes


5,050


1,250Permanent items


(50
)

(400
)Valuation allowance


(20,800
)

4,450Income tax expense (benefit)

$
5,350

$
Effective income tax rate


8.9
%


%


The
accounting for income taxes requires that deferred tax assets and liabilities be recognized, using enacted tax rates, for the tax effect of temporary differences between the
financial reporting and tax bases of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets
will not be realized.

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Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 9EMPLOYEE BENEFIT PLANS

The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans generally covering all employees who, prior to the freeze,
were age 21 or older and had completed at least 1,000 hours of service in their first twelve months of employment, or in a calendar year ending thereafter, and who were not covered by a
collective bargaining agreement. The Company also offers eligible retirees the opportunity to participate in a health plan (medical and dental). Certain employees are eligible for subsidized
postretirement medical benefits. The eligibility for these benefits is based upon a participant's age and service as of January 1, 2009.

The
Company expects to make pension contributions of approximately $390,000 per quarter for a total of approximately $1,560,000 during fiscal 2011.

Net
periodic benefit cost recognized for the plans during the thirteen weeks ended September 30, 2010 and October 1, 2009 consists of the following:

Pension Benefits

Other Benefits(In thousands)

September 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009Components of net periodic benefit cost:Service cost

$
45

$
45

$
39

$
52Interest cost


1,153


1,101


319


324Expected return on plan assets


(996
)

(747
)




Amortization of gain


(3
)

(9
)




(69
)Amortization of prior service credit








(217
)

(136
)Net periodic benefit cost

$
199

$
390

$
141

$
171


Net
periodic benefit cost recognized for the plans during the twenty-six weeks ended September 30, 2010 and October 1, 2009 consists of the following:

Pension Benefits

Other Benefits(In thousands)

September 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009Components of net periodic benefit cost:Service cost

$
91

$
90

$
77

$
104Interest cost


2,304


2,202


638


648Expected return on plan assets


(1,992
)

(1,495
)




Amortization of (gain) loss


151


149





(138
)Amortization of prior service credit








(433
)

(272
)Net periodic benefit cost

$
554

$
946

$
282

$
342


Effective
July 29, 2010, the Company was able to determine it will no longer be obligated to contribute to one of its union sponsored pension plans under a new union contract
triggering a complete withdrawal from the plan. The Company recorded a liability and expense related to the complete withdrawal of approximately $2,661,000 in the second quarter of fiscal 2011.

22

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 10COMMITMENTS AND CONTINGENCIES

The Company, in the normal course of business, is party to various legal actions. Except as described below, management believes that the potential exposure, if any, from such matters
would not have a material adverse effect on the financial condition, cash flows or results of operations of the Company.

United States of America v. AMC Entertainment Inc. and American Multi-Cinema, Inc.(No. 99 01034 FMC (SHx), filed in
the U.S. District Court for the Central District of California). On January 29, 1999, the Department of Justice (the "Department") filed suit alleging that the Company's stadium style theatres
violated the ADA and related regulations. The Department alleged the Company had failed to provide persons in wheelchairs seating arrangements with lines-of-sight
comparable to the general public. The Department alleged various non-line-of-sight violations as well. The Department sought declaratory and injunctive relief
regarding existing and future theatres with stadium-style seating, compensatory damages in the approximate amount of $75,000 and a civil penalty of $110,000.

As
to line-of-sight matters, the trial court entered summary judgment in favor of the Department as to both liability and as to the appropriate remedy. On
December 5, 2008, the Ninth Circuit Court of Appeals reversed the trial court as to the appropriate remedy and remanded the case back to the trial court for findings consistent with its
decision. The Justice Department moved for reconsideration on the line-of-sight matters and was denied on June 8, 2009 by the Ninth Circuit Court of Appeals. The case
has reverted to the trial court. The Company and Department have reached a settlement in principal regarding the extent of betterments related to the remaining remedies required for
line-of-sight violations which the parties believe are consistent with the Ninth Circuit's decision. The improvements will likely be made over a 5 year term. The Company
has recorded a liability of approximately $349,000 for estimated fines related to this matter.

As
to the non-line-of-sight aspects of the case, on January 21, 2003, the trial court entered summary judgment in favor of the Department on
matters such as parking areas, signage, ramps, location of toilets, counter heights, ramp slopes, companion seating and the location and size of handrails. On December 5, 2003, the trial court
entered a consent order and final judgment on non-line-of-sight issues under which the Company agreed to remedy certain violations at its stadium-style theatres and
at certain theatres it may open in the future. Currently the Company estimates that remaining betterments are required at approximately 39 stadium-style theatres. The Company estimates that the unpaid
costs of these betterments will be approximately $19,100,000. The estimate is based on actual costs incurred on remediation work completed to date. The actual costs of betterments may vary based on
the results of surveys of the remaining theatres.

Michael Bateman v. American Multi-Cinema, Inc.(No. CV07-00171). In January 2007, a class action complaint was filed
against the Company in the Central District of the United States District Court of California (the "District Court") alleging violations of the Fair and Accurate Credit Transactions Act ("FACTA").
FACTA provides in part that neither expiration dates nor more than the last 5 numbers of a credit or debit card may be printed on receipts given to customers. FACTA imposes significant penalties upon
violators where the violation is deemed to have been willful. Otherwise damages are limited to actual losses incurred by the card holder. On October 24, 2008, the District Court denied
plaintiff's renewed motion for class certification. On September 27, 2010, the Ninth Circuit Court of

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 10COMMITMENTS AND CONTINGENCIES (Continued)

Appeals
vacated the District Court's order and remanded the proceedings for a new determination consistent with their opinion. The Company filed its Petition for En Banc and/or Panel Rehearing on
October 8, 2010. The parties have reached a tentative settlement, subject to court approval, which is not expected to have a material adverse impact to the Company's financial condition.

On
May 14, 2009, Harout Jarchafjian filed a similar lawsuit alleging that the Company willfully violated FACTA and seeking statutory damages, but without alleging any actual
injury (Jarchafjian v. American Multi-Cinema, Inc.(C.D. Cal. Case No. CV09-03434). The Jarchafjian case has been deemed related to
the Bateman case and was stayed pending a Ninth Circuit decision in the Bateman case, which has now been issued. The Company has renewed settlement discussions in this matter as well. The Company
believes the plaintiff's allegations in this case, particularly those asserting AMC's willfulness, are without merit. The Company is currently unable to estimate a possible loss or range of loss
related to this matter.

In
addition to the cases noted above, the Company is also currently a party to various ordinary course claims from vendors (including concession suppliers, and motion picture
distributors), landlords and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the
loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability
related to these actions is assessed and the estimates are revised, if necessary. Except as described above, management believes that the ultimate outcome of such other matters, individually and in
the aggregate, will not have a material adverse effect on the Company's financial position or overall trends in results of operations. However, litigation and claims are subject to inherent
uncertainties and unfavorable outcomes could occur. An unfavorable outcome could include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse
impact on the results of operations in the period in which the outcome occurs or in future periods.

NOTE 11RELATED PARTY TRANSACTIONS

Amended and Restated Fee Agreement

In connection with the merger with LCE Holdings Inc., Holdings, AMCE and the Sponsors entered into an Amended and Restated Fee
Agreement, which provides for an annual management fee of $5,000,000, payable quarterly and in advance to each Sponsor, on a pro rata basis, until the earliest of (i) the twelfth anniversary
from December 23, 2004; (ii) such time as the sponsors own less than 20% in the aggregate of Parent; and (iii) such earlier time as Holdings, AMCE and the Requisite Stockholder
Majority agree. In addition, the fee agreement provided for reimbursements by AMCE to the Sponsors for their out-of-pocket expenses and to Holdings of up to $3,500,000 for fees
payable by Holdings in any single fiscal year in order to maintain AMCE's and its corporate existence, corporate overhead expenses and salaries or other compensation of certain employees. The Amended
and Restated Fee Agreement terminated on June 11, 2007, the date of the holdco merger, and was superseded by a substantially identical agreement entered into by AMC Entertainment
Holdings, Inc., Holdings, AMCE, the Sponsors and Holdings' other stockholders.

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 11RELATED PARTY TRANSACTIONS (Continued)

Upon
the consummation of a change in control transaction or an initial public offering, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a
fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the fee agreement (assuming a twelve year
term from the date of the original fee agreement), calculated using the treasury rate having a final maturity date that is closest to the twelfth anniversary of the date of the original fee agreement
date. As of September 30, 2010, the Company estimates that this amount would be $27,156,000. The Company expects to record any lump sum payment to the Sponsors as a dividend.

The
fee agreement also provides that the Company will indemnify the Sponsors against all losses, claims, damages and liabilities arising in connection with the management services
provided by the Sponsors under the fee agreement.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

In addition to historical information, this Report on Form 10-Q contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act." The
words "forecast," "estimate," "project," "intend," "expect," "should," "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve
known and unknown risks, uncertainties, assumptions and other factors, including those discussed in "Management's Discussion
and Analysis of Financial Condition and Results of Operations of Marquee Holdings," which may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:



This
list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may
arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty.

Readers
are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties, see
Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended April 1, 2010 and in this Quarterly Report on Form 10-Q.

All
subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
The forward-looking

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statements
included herein are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Significant Events

All of our National CineMedia, LLC ("NCM") membership units are redeemable for, at the option of NCM, cash or shares of common
stock of National CineMedia, Inc. ("NCM, Inc.") on a share-for-share basis. On August 18, 2010, we sold 6,500,000 shares of common stock of
NCM, Inc., in an underwritten public offering for $16.00 per share and reduced our related investment in NCM by $36,709,000, the average carrying amount of the shares sold. Net proceeds
received on this sale were $99,840,000, after deducting related underwriting fees and professional and consulting costs of $4,160,000, resulting in a gain on sale of $63,131,000. In addition, on
September 8, 2010, we sold 155,193 shares of NCM, Inc. to the underwriters to cover over allotments for $16.00 per share and reduced our related investment in NCM by $867,000, the
average carrying amount of the shares owned. Net proceeds received on this sale were $2,384,000, after deducting related underwriting fees and professional and consulting costs of $99,000, resulting
in a gain on sale of $1,517,000.

On
May 24, 2010, we completed the acquisition of 92 theatres and 928 screens from Kerasotes Showplace Theatres, LLC ("Kerasotes"). Kerasotes operated 95 theatres and 972
screens in mid-sized, suburban and metropolitan markets, primarily in the Midwest. More than three quarters of the Kerasotes theatres feature stadium seating and almost 90 percent
have been built since 1994. The purchase price for the Kerasotes theatres, paid in cash at closing, was $276,798,000, net of cash acquired. In addition, we paid working capital and other purchase
price adjustments of $3,808,000 during the second quarter of fiscal 2011, based on the final closing date working capital and deferred revenue amounts as described in the Unit Purchase Agreement. The
acquisition of Kerasotes significantly increased our size. Accordingly, results of operations for the twenty-six weeks ended September 30, 2010, which include eighteen weeks of
operations of the theatres we acquired, are not comparable to our results for the twenty-six weeks ended October 1, 2010. For additional information about the Kerasotes acquisition,
see Note 2Acquisition to our Consolidated Financial Statements under Part I Item 1. of this Report on Form 10-Q.

Overview

We are one of the world's leading theatrical exhibition companies. As of September 30, 2010, we owned, operated or had interests
in 378 theatres and 5,304 screens, with 99%, or 5,249, of our screens in the U.S. and Canada and 1%, or 55, of our screens in China (Hong Kong), France and the United Kingdom.

During
the twenty-six weeks ended September 30, 2010, we acquired 92 theatres with 928 screens from Kerasotes in the U.S. In connection with the acquisition of
Kerasotes, we divested of nine theatres with 116 screens as required by the Antitrust Division of the United States Department of Justice and acquired two theatres with 26 screens that were received
in exchange for three of the divested theatres above with 43 screens. We also permanently closed three theatres with 26 screens in the U.S., temporarily closed three theatres with 28 screens in the
U.S. and temporarily closed 13 screens in the U.S. at one location where the other screens continue to operate as part of a remodeling project to allow for dine-in theatres at these
locations. We opened one new managed theatre with 14 screens in the U.S. and acquired one theatre with 6 screens in the U.S. in the ordinary course of business.

Our
Theatrical Exhibition revenues and income are generated primarily from box office admissions and theatre concession sales. The balance of our revenues are generated from ancillary
sources,

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including
on-screen advertising, rental of theatre auditoriums, fees and other revenues generated from the sale of gift cards and packaged tickets, on-line ticketing fees and
arcade games located in theatre lobbies.

Box
office admissions are our largest source of revenue. We predominantly license "first-run" motion pictures from distributors owned by major film production companies and
from independent distributors. We license films on a film-by-film and theatre-by-theatre basis. Film exhibition costs are accrued based on the
applicable admissions revenues and estimates of the final settlement pursuant to our film licenses. Licenses that we enter into typically state that rental fees are based on either aggregate terms
established prior to the opening of the picture or on a mutually agreed settlement upon the conclusion of the picture run. Under an aggregate terms formula, we pay the distributor a specified
percentage of box office gross or pay based on a scale of percentages tied to different amounts of box office gross. The settlement process allows for negotiation based upon how a film actually
performs.

Concessions
sales are our second largest source of revenue after box office admissions. Concessions items include popcorn, soft drinks, candy, hot dogs and other products. We negotiate
prices for our
concessions products and supplies directly with concessions vendors on a national or regional basis to obtain high volume discounts or bulk rates and marketing incentives.

Our
revenues are dependent upon the timing and popularity of motion picture releases by distributors. The most marketable motion pictures are usually released during the summer and the
year-end holiday seasons. Therefore, our business can be seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. Our results of
operations may vary significantly from quarter to quarter.

During
fiscal 2010, films licensed from our six largest distributors based on revenues accounted for approximately 84% of our U.S. and Canada admissions revenues. Our revenues
attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor's motion pictures in any given year.

During
the period from 1990 to 2009, the annual number of first-run motion pictures released by distributors in the United States ranged from a low of 370 in 1995 to a high
of 633 in 2008, according to Motion Picture Association of America 2009 MPAA Theatrical Market Statistics. The number of digital 3D films released annually increased to a high of 20 from a low of 0
during this same time period.

We
continually upgrade the quality of our theatre circuit by adding new screens through new builds (including expansions) and acquisitions and by disposing of older screens through
closures and sales. We are an industry leader in the development and operation of megaplex theatres, typically defined as a theatre having 14 or more screens and offering amenities to enhance the
movie-going experience, such as stadium seating providing unobstructed viewing, digital sound and enhanced seat design. We have increased our 3D screens by 414 to 662 screens and our IMAX screens by
36 to 97 screens since October 1, 2009; and as of September 30, 2010, approximately 12.5% of our screens were 3D screens and approximately 1.8% of our screens were IMAX screens.

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Operating Results

The following table sets forth our revenues, operating costs and expenses attributable to our theatrical exhibition operations.

Thirteen Weeks Ended

Twenty-six Weeks Ended(In thousands)

September 30,
2010

October 1,
2009

% Change

September 30,
2010

October 1,
2009

% ChangeRevenuesTheatrical exhibitionAdmissions

$
458,572

$
390,498


17.4
%
$
907,169

$
836,725


8.4
%Concessions


179,712


147,381


21.9
%

355,671


321,041


10.8
%Other theatre


15,341


13,173


16.5
%

31,737


28,598


11.0
%Total revenues

$
653,625

$
551,052


18.6
%
$
1,294,577

$
1,186,364


9.1
%Operating Costs and ExpensesTheatrical exhibitionFilm exhibition costs

$
242,181

$
208,328


16.2
%
$
481,004

$
457,429


5.2
%Concession costs


23,805


15,905


49.7
%

44,301


35,070


26.3
%Operating expense


173,835


143,391


21.2
%

321,476


293,568


9.5
%Rent


121,481


108,311


12.2
%

236,035


220,684


7.0
%561,302


475,935


17.9
%

1,082,816


1,006,751


7.6
%General and administrative expense:Merger, acquisition and transaction costs


5,223


43


*
%

10,979


324


*
%Management Fee


1,250


1,250



%

2,500


2,500



%Other


18,040


13,075


38.0
%

31,111


26,158


18.9
%Depreciation and amortization


52,355


46,689


12.1
%

100,958


95,477


5.7
%Operating costs and expenses

$
638,170

$
536,992


18.8
%
$
1,228,364

$
1,131,210


8.6
%


*Percentage
change in excess of 100%


Thirteen Weeks Ended

Twenty-six Weeks EndedSeptember 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009Operating DataContinuing Operations (at period end):New theatre screens


14





14


6Screens acquired








960


Screen dispositions


52


36


183


44Average screenscontinuing operations(1)


5,237


4,509


5,035


4,521Number of screens operated








5,304


4,574Number of theatres operated








378


304Screens per theatre








14.0


15.0Attendance (in thousands)continuing operations(1)


53,845


46,782


105,479


100,485


(1)Includes
consolidated theatres only.


We
present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as earnings (loss) from continuing operations plus (i) income tax provisions,

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(ii) interest
expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating
performance. These
further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you
should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as
an inference that our future results will be unaffected by unusual or non-recurring items.

Thirteen Weeks Ended

Twenty-six Weeks Ended(In thousands)

September 30,
2010

October 1,
2009

September 30,
2010

October 1,
2009Earnings (loss) from continuing operations

$
52,640

$
(15,503
)
$
55,069

$
(15,083
)Plus:Income tax provision (benefit)


(1,250
)

(1,000
)

5,350


Interest expense


41,845


41,882


83,797


79,144Depreciation and amortization


52,355


46,689


100,958


95,477Certain operating expenses(1)


1,568


832


(7,907
)

1,788Equity in earnings of non-consolidated entities


(5,332
)

(4,348
)

(3,566
)

(10,610
)Gain on NCM, Inc. stock sale


(64,648
)




(64,648
)

Investment income


(54
)

(33
)

(104
)

(132
)Other income(2)





450





11,276General and administrative expenseunallocated:Merger, acquisition and transaction costs


5,223


43


10,979


324Management fee


1,250


1,250


2,500


2,500Stock-based compensation expense


728


427


864


838Adjusted EBITDA(3)

$
84,325

$
70,689

$
183,292

$
165,522


(1)Amounts
represent preopening expense, theatre and other closure expense, deferred digital equipment rent expense, and disposition of assets and other gains
included in operating expenses.(2)Other
expense for fiscal 2010 is comprised of the loss on extinguishment of indebtedness related to the redemption of our 85/8% Senior Notes
due 2012.(3)The
acquisition of Kerasotes contributed approximately $7,600,000 and $17,600,000 in Adjusted EBITDA during the thirteen and twenty-six weeks
ended September 30, 2010, respectively.


Adjusted
EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (loss) as an indicator of
operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to
similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance
and
liquidity, estimate our value and evaluate our ability to service debt. In addition, we use Adjusted EBITDA for incentive compensation purposes.

Adjusted
EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under
U.S. GAAP. For example, Adjusted EBITDA:



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Thirteen Weeks Ended September 30, 2010 and October 1, 2009

Revenues.Total revenues increased 18.6%, or $102,573,000, during the thirteen weeks ended September 30, 2010 compared to the
thirteen weeks
ended October 1, 2009. This increase included approximately $67,600,000 of additional revenues resulting from the acquisition of Kerasotes. Admissions revenues increased 17.4%, or $68,074,000,
during the thirteen weeks ended September 30, 2010 compared to the thirteen weeks ended October 1, 2009, due to a 15.1% increase in attendance primarily due to the acquisition of
Kerasotes and a 2.0% increase in average ticket prices. The increase in attendance and increase in admissions revenues includes the increased attendance and admissions revenues of approximately
$43,800,000 from Kerasotes. The increase in average ticket price was primarily due to an increase in attendance from IMAX and 3D film product for which we are able to charge more per ticket than for a
standard 2D film. Admissions revenues at comparable theatres (theatres opened on or before the second quarter of fiscal 2010) increased 8.1%, or $30,937,000, during the thirteen weeks ended
September 30, 2010 from the comparable period last year, due to increases in average ticket prices and attendance. Attendance was positively impacted by more favorable film product during the
thirteen weeks ended September 30, 2010 as compared to the thirteen weeks ended October 1, 2009. Concessions revenues increased 21.9%, or $32,331,000, during the thirteen weeks ended
September 30, 2010 compared to the thirteen weeks ended October 1, 2009, due to the increase in attendance primarily due to the acquisition of Kerasotes and a 6.0% increase in average
concessions per patron. The increase in concession revenues includes approximately $22,700,000 from Kerasotes. The increase in concessions per patron includes the impact of concession price and size
increases placed in effect during the thirteen weeks ended December 31, 2009 and thirteen weeks ended September 30, 2010, and a shift in product mix to higher priced items. Other theatre
revenues increased 16.5%, or $2,168,000, during the thirteen weeks ended September 30, 2010 compared to the thirteen weeks ended October 1, 2009, primarily due to increases in
advertising revenues, package ticket sales, and theatre rentals. The increase in other theatre revenues includes $1,100,000 from Kerasotes.

Operating Costs and Expenses.Operating costs and expenses increased 18.8%, or $101,178,000, during the thirteen weeks ended
September 30,
2010 compared to the thirteen weeks ended October 1, 2009. The effect of the acquisition of Kerasotes was an increase in operating costs and expenses of approximately $72,000,000. Film
exhibition costs increased 16.2%, or $33,853,000, during the thirteen weeks ended September 30, 2010 compared to the thirteen weeks ended October 1, 2009 due to the increase in
admissions revenues, partially offset by the decrease in film exhibition costs as a percentage of admissions revenues. As a percentage of admissions revenues, film exhibition costs were 52.8% in the
current period and 53.3% in the prior year period. Concession costs increased 49.7%, or $7,900,000, during the thirteen weeks ended September 30, 2010 compared to the thirteen weeks ended
October 1, 2009 due to an increase in concession costs as a percentage of concession revenues and the increase in concession revenues. As a percentage of concessions revenues, concession costs
were 13.2% in the
current period compared with 10.8% in the prior period, primarily due to the concession price and size increases, a shift in product mix from higher to lower margin items, timing of vendor rebate
recognition and concession offers targeting attendance growth. As a percentage of revenues, operating expense was 26.6% in the current period as compared to 26.0% in the prior period. Rent expense
increased 12.2%, or $13,170,000, during the thirteen weeks ended September 30, 2010 compared to the thirteen weeks ended October 1, 2009, primarily due to increased rent as a result of
the acquisition of Kerasotes of approximately $13,400,000.

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We continually monitor the performance of our theatres outside the U.S., and factors such as changing consumer preferences for filmed entertainment in
international markets and our inability to sublease vacant retail space could negatively impact operating results and result in future closures, sales, dispositions and significant theatre and other
closure charges prior to expiration of underlying lease agreements.

General and Administrative Expense:

Merger, Acquisition and Transaction Costs.Merger, acquisition and transaction costs increased $5,180,000 during the thirteen weeks
ended
September 30, 2010 compared to the thirteen weeks ended October 1, 2009. Current year costs primarily consist of costs related to the acquisition of Kerasotes.

Management Fees.Management fees were unchanged during the thirteen weeks ended September 30, 2010. Management fees of $1,250,000
are paid
quarterly, in advance, to our Sponsors in exchange for consulting and other services.

Other.Other general and administrative expense increased 38.0%, or $4,965,000, during the thirteen weeks ended September 30, 2010
compared to
the thirteen weeks ended October 1, 2009 due primarily to increases in expected annual incentive compensation expense of $1,600,000 and expense related to our complete withdrawal from a
union-sponsored pension plan of $2,661,000.

Depreciation and Amortization.Depreciation and amortization increased 12.1%, or $5,666,000, compared to the prior period. Increases in
depreciation
and amortization expense during the thirteen weeks ended September 30, 2010 are the result of increased net book value of theatre assets primarily due to the acquisition of Kerasotes, which
contributed $7,600,000 of depreciation expense, partially offset by decreases in the declining net book value of legacy theatre assets.

Other Expense (Income).Other expense (income) includes $(7,614,000) and $(7,369,000) of income related to the derecognition of gift
card
liabilities, as to which we believe future redemption to be remote, during the thirteen weeks ended September 30, 2010 and October 1, 2009, respectively. Other expense (income) includes
a loss of $450,000 related to the redemption of our 85/8% Senior Notes due 2012 during the thirteen weeks ended October 1, 2009.

Interest Expense.Interest expense decreased $37,000, during the thirteen weeks ended September 30, 2010 compared to the thirteen
weeks ended
October 1, 2009.

Equity in Earnings of Non-Consolidated Entities.Equity in earnings of non-consolidated entities was $5,332,000 in the
current period compared to $4,348,000 in the prior period. Equity in earnings related to our investment in NCM were $8,976,000 and $5,900,000 for the thirteen weeks ended September 30, 2010 and
October 1, 2009, respectively. Equity in losses related to our investment in Digital Cinema Implementation Partners, LLC ("DCIP") were $3,412,000 and $1,031,000 for the thirteen weeks
ended September 30, 2010 and October 1, 2009, respectively.

Gain on NCM, Inc. Stock Sale.The gain on NCM, Inc. shares of common stock sold during the thirteen weeks ended
September 30,
2010 was $64,648,000. See Note 6Investments for further information.

Investment Income.Investment income was $54,000 for the thirteen weeks ended September 30, 2010 compared to $33,000 for the
thirteen weeks
ended October 1, 2009.

Income Tax Benefit.The income tax benefit from continuing operations was $1,250,000 for the thirteen weeks ended September 30,
2010 and
$1,000,000 for the thirteen weeks ended October 1, 2009. See Note 8Income Taxes for further information.

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Earnings (Loss) from Discontinued Operations, Net.On December 29, 2008, we sold our operations in Mexico, including 44 theatres
and 493
screens. The results of operations of the Cinemex theatres have been classified as discontinued operations for all periods presented.

Net Earnings (Loss).Net earnings (loss) were $52,632,000 and $(15,634,000) for the thirteen weeks ended September 30, 2010 and
October 1, 2009, respectively. Net earnings during the thirteen weeks ended September 30, 2010 were positively impacted by a gain on sale of NCM, Inc. shares of $64,648,000 and
negatively impacted by increased merger and acquisition costs of approximately $5,180,000 primarily due to the acquisition of Kerasotes. The net loss during the thirteen weeks ended October 1,
2009 was primarily due to declines in attendance.

Twenty-six Weeks Ended September 30, 2010 and October 1, 2009

Revenues.Total revenues increased 9.1%, or $108,213,000, during the twenty-six weeks ended September 30, 2010 compared to the
twenty-six weeks ended October 1, 2009. This increase included approximately $103,300,000 of additional revenues resulting from the acquisition of Kerasotes. Admissions revenues
increased 8.4%, or $70,444,000, during the twenty-six weeks ended September 30, 2010 compared to the twenty-six weeks ended October 1, 2009, due to a 5.0%
increase in attendance primarily due to the acquisition of Kerasotes and a 3.2% increase in average ticket prices. The increase in attendance and increase in admissions revenues includes the increased
attendance and admissions revenues of approximately $67,800,000 from Kerasotes. The increase in average ticket price was primarily due to an increase in attendance from IMAX and 3D film product for
which we are able to charge more per ticket than for a standard 2D film. Admissions revenues at comparable theatres (theatres opened on or before the first quarter of fiscal 2010) increased 1.8%, or
$14,561,000, during the twenty-six weeks ended September 30, 2010 from the comparable period last year. Attendance was negatively impacted by less favorable film product during the
twenty-six weeks ended September 30, 2010 as compared to the twenty-six weeks ended October 1, 2009. Concessions revenues increased 10.8%, or $34,630,000, during
the twenty-six weeks ended September 30, 2010 compared to the twenty-six weeks ended October 1, 2009, due to a 5.6% increase in average concessions per patron and
the increase in attendance, which was primarily due to the acquisition of Kerasotes. The increase in concession revenues includes approximately $33,900,000 from Kerasotes. The increase in concessions
per patron includes the impact of concession price and size increases placed in effect during the thirteen weeks ended December 31, 2009 and thirteen weeks ended September 30, 2010, and
a shift in product mix to higher priced items. Other theatre revenues increased 11.0%, or $3,139,000, during the twenty-six weeks ended September 30, 2010 compared to the
twenty-six weeks ended October 1, 2009, primarily due to increases in advertising revenues, package ticket sales, merchandise sales, and theatre rentals. The increase in other
theatre revenues includes $1,600,000 from Kerasotes.

Operating Costs and Expenses.Operating costs and expenses increased 8.6%, or $97,154,000, during the twenty-six weeks ended
September 30, 2010 compared to the twenty-six weeks ended October 1, 2009. The effect of the acquisition of Kerasotes was an increase in operating costs and expenses of
approximately $106,000,000. Film exhibition costs increased 5.2%, or $23,575,000, during the twenty-six weeks ended September 30, 2010 compared to the twenty-six weeks
ended October 1, 2009 due to the increase in admissions revenues, partially offset by the decrease in film exhibition costs as a percentage of admissions revenues. As a percentage of admissions
revenues, film exhibition costs were 53.0% in the current period and 54.7% in the prior year period. Concession costs increased 26.3%, or $9,231,000, during the twenty-six weeks ended
September 30, 2010 compared to the twenty-six weeks ended October 1, 2009 due to an increase in concession costs as a percentage of concession revenues and the increase in
concession revenues. As a percentage of concessions revenues, concession costs were 12.5% in the current period compared with 10.9% in the prior period, primarily due to the concession price and size
increases, a shift in product mix from higher to lower margin items, timing of vendor rebate recognition and concession offers targeting attendance growth. As a

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percentage
of revenues, operating expense was 24.8% in the current period as compared to 24.7% in the prior period. Gains were recorded on disposition of assets during the twenty-six weeks
ended September 30, 2010 which reduced operating expenses by approximately $9,983,000, primarily due to the sale of a divested legacy AMC theatre in conjunction with the acquisition of
Kerasotes. Rent expense increased 7.0%, or $15,351,000, during the twenty-six weeks ended September 30, 2010 compared to the twenty-six weeks ended October 1,
2009, primarily due to increased rent as a result of the acquisition of Kerasotes of approximately $17,700,000.

We
continually monitor the performance of our theatres outside the U.S., and factors such as changing consumer preferences for filmed entertainment in international markets and our
inability to sublease vacant retail space could negatively impact operating results and result in future closures, sales, dispositions and significant theatre and other closure charges prior to
expiration of underlying lease agreements.

General and Administrative Expense:

Merger, Acquisition and Transaction Costs.Merger, acquisition and transaction costs increased $10,655,000 during the twenty-six weeks
ended September 30, 2010 compared to the
twenty-six weeks ended October 1, 2009. Current year costs primarily consist of costs related to the acquisition of Kerasotes.

Management Fees.Management fees were unchanged during the twenty-six weeks ended September 30, 2010. Management fees of
$1,250,000 are paid quarterly, in advance, to our Sponsors in exchange for consulting and other services.

Other.Other general and administrative expense increased 18.9%, or $4,953,000, during the twenty-six weeks ended September 30,
2010 compared to the twenty-six weeks ended October 1, 2009 due primarily to increases in expected annual incentive compensation expense of $1,600,000 and estimated expense related
to our complete withdrawal from a union-sponsored pension plan of $2,661,000. During the twenty-six weeks ended October 1, 2009, we recorded $1,400,000 of expense related to a
complete withdrawal from a union-sponsored pension plan.

Depreciation and Amortization.Depreciation and amortization increased 5.7%, or $5,481,000, compared to the prior period. Increases in
depreciation
and amortization expense during the twenty-six weeks ended September 30, 2010 are the result of increased net book value of theatre assets primarily due to the acquisition of
Kerasotes, which contributed $10,200,000 of depreciation expense, partially offset by decreases in the declining net book value of legacy theatre assets.

Other Expense (Income).Other expense (income) includes $(9,553,000) and $(9,422,000) of income related to the derecognition of gift
card
liabilities, as to which we believe future redemption to be remote, during the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. Other expense
(income) includes a loss of $11,276,000 related to the redemption of our 85/8% Senior Notes due 2012 during the twenty-six weeks ended October 1, 2009.

Interest Expense.Interest expense increased 5.9%, or $4,653,000, primarily due to an increase in interest expense related to the
issuance of our
8.75% Senior Notes due 2019 (the "Notes due 2019") on June 9, 2009.

Equity in Earnings of Non-Consolidated Entities.Equity in earnings of non-consolidated entities was $3,566,000 in the
current period compared to $10,610,000 in the prior period. Equity in earnings related to our investment in National CineMedia, LLC were $12,434,000 and $13,266,000 for the
twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. Equity in losses related to our investment in Digital Cinema Implementation Partners, LLC
("DCIP") were $8,581,000 and $1,868,000 for the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively.

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Gain on NCM, Inc. Stock Sale.The gain on NCM, Inc. shares of common stock sold during the twenty-six weeks ended
September 30, 2010 was $64,648,000. See Note 6Investments for further information.

Investment Income.Investment income was $104,000 for the twenty-six weeks ended September 30, 2010 compared to $132,000 for the
twenty-six weeks ended October 1, 2009.

Income Tax Provision.The income tax provision from continuing operations was $5,350,000 for the twenty-six weeks ended
September 30, 2010 and $0 for the twenty-six weeks ended October 1, 2009. See Note 8Income Taxes for further information.

Earnings (Loss) from Discontinued Operations, Net.On December 29, 2008, we sold our operations in Mexico, including 44 theatres
and 493
screens. The results of operations of the Cinemex theatres have been classified as discontinued operations for all periods presented.

Net Earnings (Loss).Net earnings (loss) were $55,044,000 and $(14,491,000) for the
twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. Net earnings during the twenty-six weeks ended September 30, 2010 were
positively impacted by a gain on sale of NCM, Inc. shares of $64,648,000 and a gain on disposition of assets of approximately $9,983,000 and negatively impacted by increased merger and
acquisition costs of approximately $10,655,000 primarily due to the acquisition of Kerasotes and increased interest expense of $4,653,000. Net earnings during the twenty-six weeks ended
October 1, 2009 were negatively impacted by an expense of $11,276,000 related to the redemption of our 85/8% Senior Notes due 2012.

LIQUIDITY AND CAPITAL RESOURCES

Our consolidated revenues are primarily collected in cash, principally through box office admissions and theatre concessions sales. We
have an operating "float" which partially finances our operations and which generally permits us to maintain a smaller amount of working capital capacity. This float exists because admissions revenues
are received in cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors from 20 to 45 days following receipt of box office admissions revenues. Film
distributors generally release the films which they anticipate will be the most successful during the summer and holiday seasons. Consequently, we typically generate higher revenues during such
periods.

We
believe that cash generated from operations and existing cash and equivalents will be sufficient to fund operations and planned capital expenditures for at least the next
12 months and enable us to maintain compliance with covenants related to the senior secured credit facility and our 8% Senior Subordinated Notes due 2014 (the "Notes due 2014"), 11% Senior
Subordinated Notes due 2016 (the "Notes due 2016"), 8.75% Senior Notes due 2019 (the "Notes due 2019") and 12% Senior Discount Notes due 2014 (the "Discount Notes due 2014").

Holding Company Status

Marquee Holdings Inc. is a holding company with no operations of its own and has no ability to service interest or principal on
its indebtedness or pay dividends other than through any dividends it may receive from its subsidiaries. Under certain circumstances, AMCE is restricted from paying dividends to Holdings by the terms
of the indentures relating to its notes and its senior secured credit facility. AMCE's senior secured credit facility and note indentures contain provisions which limit the amount of dividends and
advances which it may pay or make to Holdings. Under the most restrictive of these provisions, set forth in the note indenture for the Notes due 2016, the amount of loans and dividends which AMCE
could make to Holdings may not exceed approximately $427,840,000 in the aggregate as of September 30, 2010. Under the note indentures, a loan to Holdings would have to be on terms no less
favorable to AMCE than could be obtained in a comparable transaction on an arm's

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length
basis with an unaffiliated third party and be in the best interest of AMCE. Provided no event of default has occurred or would result, the senior secured credit facility also permits AMCE to
pay cash dividends to Holdings for specified purposes, including indemnification claims, taxes, up to $4,000,000 annually for operating expenses, repurchases of equity awards to satisfy tax
withholding obligations, specified management fees, fees and expenses of permitted equity and debt offerings and to pay for the repurchase of stock from employees, directors and consultants under
benefit plans up to specified amounts. Depending on the net senior secured leverage ratio, as defined in the senior secured credit facility, AMCE may also pay Holdings a portion of net cash proceeds
from specified assets sales.

Cash Flows provided by Operating Activities

Cash flows provided by operating activities, as reflected in the Consolidated Statements of Cash Flows, were $10,475,000 and
$61,849,000 during the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. The decrease in cash flows provided by operating activities for the
twenty-six weeks ended September 30, 2010 was primarily due to an increase in payments on accounts payables and accrued expenses and other liabilities, including payments of amounts
acquired in the Kerasotes acquisition as well as payments made for merger, acquisition and transaction costs in connection with the Kerasotes acquisition. Cash flows during the twenty-six
weeks ended October 1, 2009 include consent fee payments of $7,399,000 related to the redemption of our 85/8% Senior Notes due 2012, which reduced our cash flows from operating
activities. We had working capital surplus as of September 30, 2010 and April 1, 2010 of $32,685,000 and $141,685,000, respectively. Working capital includes $111,122,000 and
$125,842,000 of deferred revenues as of September 30, 2010 and April 1, 2010, respectively. We have the ability to borrow against our credit facility to meet obligations as they come due
(subject to limitations on the incurrence of indebtedness in our various debt instruments) and
could incur indebtedness of $187,285,000 on our Credit Facility to meet these obligations as of September 30, 2010.

Cash Flows used in Investing Activities

Cash flows used in investing activities, as reflected in the Consolidated Statements of Cash Flows, were $169,151,000 and $32,544,000,
during the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. Cash outflows from investing activities include capital expenditures of $46,711,000
and $29,781,000 during the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively. We expect that our gross capital expenditures cash outflows will be
approximately $130,000,000 to $160,000,000 for fiscal 2011.

During
the twenty-six weeks ended September 30, 2010, we paid $280,606,000 for the purchase of Kerasotes theatres at closing, net of cash acquired. The purchase
included working capital and other purchase price adjustments as described in the Unit Purchase Agreement.

During
the twenty-six weeks ended September 30, 2010, we received net proceeds of $102,224,000 from the sale of 6,655,193 shares of common stock of NCM, Inc.
for $16.00 per share and reduced our related investment in NCM by $37,576,000, the average carrying amount of the shares sold.

We
received $55,000,000 in cash proceeds from the sale of certain theatres required to be divested in connection with the Kerasotes acquisition during the twenty-six weeks
ended September 30, 2010 and received $991,000 for the sale of real estate acquired from Kerasotes.

We
fund the costs of constructing new theatres using existing cash balances; cash generated from operations or borrowed funds, as necessary. We generally lease our theatres pursuant to
long-term non-cancelable operating leases which may require the developer, who owns the property, to reimburse us for the construction costs. We may decide to own the real
estate assets of new theatres and, following construction, sell and leaseback the real estate assets pursuant to long-term non-cancelable operating leases.

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Cash Flows used in Financing Activities

Cash flows used in financing activities, as reflected in the Consolidated Statement of Cash Flows, were $9,610,000 and $171,573,000
during the twenty-six weeks ended September 30, 2010 and October 1, 2009, respectively.

During
the twenty-six weeks ended September 30, 2010 and October 1, 2009, we made dividend payments to Parent of $669,000 and $300,723,000, respectively, which
was treated as a reduction of additional paid-in capital.

Proceeds
from the issuance of the 8.75% Senior Notes due 2019 were $585,492,000 and deferred financing costs paid primarily related to the issuance of the 8.75% Senior Notes due 2019
were $15,943,000 during the twenty-six weeks ended October 1, 2009.

During
the twenty-six weeks ended October 1, 2009, we made principal payments of $250,000,000 in connection with the redemption of our 85/8% Senior
Notes due 2012 and repaid $185,000,000 of borrowings under our revolving credit facility.

Reference
is made to Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources in our Annual Report on
Form 10-K for the fiscal year ended April 1, 2010 for certain information about our Senior Secured Credit Facility, our 8% Senior Subordinated Notes due 2014 (the "Notes due
2014"), 11% Senior Subordinated Notes due 2016 (the "Notes due 2016"), our 8.75% Senior Notes due 2019 (the "Notes due 2019"), and our 12% Senior Discount Notes due 2014 (the "Discount Notes due
2014") and for certain information about Parent's Term Loan Facility.

The
indentures relating to our notes (Notes due 2014, Notes due 2016 and Notes due 2019, and Discount Notes due 2014) and the Parent Term Loan Facility allow us to incur specified
permitted indebtedness (as defined therein) without restriction. The indentures and the Parent Term Loan Facility also allow us to incur any amount of additional debt, including borrowings under the
revolving portion of our Senior Secured Credit Facility, as long as we can satisfy the applicable coverage ratio of each indenture, after giving effect to the event on a pro forma basis. Under the
indentures relating to the Discount Notes due 2014, we could borrow approximately $754,500,000 (assuming an interest rate of 8.50% per annum on the additional indebtedness) in addition to specified
permitted indebtedness. If we cannot satisfy the applicable coverage ratios, generally we can incur no more than $100,000,000 of new "permitted indebtedness" under the terms of the indentures relating
to our notes and the Parent Term Loan Facility.

As
of September 30, 2010, we were in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Notes due 2016, the Notes due 2014, the Notes due
2019, and the Discount Notes due 2014.

Investment in NCM LLC

We hold an investment in 17.02% of NCM LLC accounted for following the equity method as of September 30, 2010. The fair
market value of these shares is approximately $336,581,000 as of September 30, 2010. Because we have little tax basis in these units, the sale of all these units at September 30, 2010
would require us to report taxable income of approximately $470,000,000, including distributions received from NCM LLC that were previously deferred. Our investment in NCM LLC is a
source of liquidity for us and we expect that any sales we may make of NCM LLC units would be made in such a manner to most efficiently manage any related tax liability. We have available net
operating loss carryforwards which could reduce any related tax liability.

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Commitments and Contingencies

Minimum annual cash payments required under existing capital and financing lease obligations, maturities of corporate borrowings,
future minimum rental payments under existing operating leases, furniture, fixtures and equipment and leasehold purchase provisions, ADA related betterments and pension funding that have initial or
remaining non-cancelable terms in excess of one year for fiscal years 2011 through 2015 and thereafter are as follows:

(In thousands)

Minimum
Capital and
Financing
Lease
Payments

Principal
Amount of
Corporate
Borrowings(1)

Interest
Payments on
Corporate
Borrowings(2)

Minimum
Operating
Lease
Payments

Acquisitions
and Capital
Related
Betterments(3)

Pension
Funding(4)

Total
Commitments2011

$
10,096

$
6,500

$
153,521

$
436,448

$
18,234

$
5,753

$
630,5522012


8,894


6,500


153,391


438,158


10,323


976


618,2422013


7,926


609,375


151,250


425,731








1,194,2822014


7,612


300,000


139,145


399,275








846,0322015


7,683


240,795


99,086


395,984








743,548Thereafter


76,304


925,000


252,917


2,500,207








3,754,428Total

$
118,515

$
2,088,170

$
949,310

$
4,595,803

$
28,557

$
6,729

$
7,787,084


(1)Represents
cash requirements for the payment of principal on corporate borrowings. Total amount does not equal carrying amount due to unamortized discounts
on issuance.(2)Interest
expense on the term loan portion of our senior secured credit facility was estimated at 2.00% based upon the interest rate in effect as of
September 30, 2010.(3)Includes
committed capital expenditures and acquisitions, including the estimated cost of ADA related betterments. Does not include planned, but
non-committed capital expenditures.(4)We
fund our pension plan such that the plan is in compliance with Employee Retirement Income Security Act ("ERISA") and the plan is not considered "at risk"
as defined by ERISA guidelines. The plan has been frozen effective December 31, 2006. Also included are payments due under a withdrawal liability for a union sponsored plan. The retiree health
plan is not funded.


Item 3.    Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks including interest rate risk and foreign currency exchange rate risk.

Market risk on variable-rate financial instruments.We maintain an $850,000,000 Senior Secured Credit Facility, comprised of a
$200,000,000 revolving credit facility and a $650,000,000 term loan facility, which permits borrowings at a rate equal to an applicable margin plus, at our option, either a base rate or LIBOR.
Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be
dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. We had no borrowings on our revolving credit facility as of
September 30, 2010 and had $619,125,000 outstanding under the term loan facility on September 30, 2010. A 100 basis point change in market interest rates would have increased or
decreased interest expense on the Senior Secured Credit Facility by $3,142,000 during the twenty-six weeks ended September 30, 2010.

Market risk on fixed-rate financial instruments.Included in long-term debt are principal amounts of $325,000,000 of our
Notes due 2016, $300,000,000 of our Notes due 2014, $600,000,000 of our Notes due 2019, and $240,795,000 of our Discount Notes due 2014. Increases in market interest

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rates
would generally cause a decrease in the fair value of the Notes due 2016, Notes due 2014, Notes due 2019, and Discount Notes due 2014 and a decrease in market interest rates would generally
cause an increase in fair value of the Notes due 2016, Notes due 2014, Notes due 2019, and Discount Notes due 2014.

Foreign currency exchange rates.We currently operate theatres in Canada, France and the United Kingdom. As a result of these
operations, we have
assets, liabilities, revenues and expenses denominated in foreign currencies. The strengthening of the U.S. dollar against the respective currencies causes a decrease in the carrying values of assets,
liabilities, revenues and expenses denominated in such foreign currencies and the weakening of the U.S. dollar against the respective currencies causes an increase in the carrying values of these
items. The increases and decreases in assets, liabilities, revenues and expenses are included in accumulated other comprehensive loss. Changes in foreign currency exchange rates also impact the
comparability of earnings in these countries on a year-to-year basis. As the U.S. dollar strengthens, comparative translated earnings decrease, and as the U.S. dollar weakens,
comparative translated earnings from foreign operations increase. A 10% increase in the value of the U.S. dollar against all foreign currencies of countries where we currently operate theatres would
increase earnings before income taxes by approximately $354,000 for the twenty-six weeks ended September 30, 2010 and decrease accumulated other comprehensive loss by approximately
$8,233,000 as of September 30, 2010. A 10% decrease in the value of the U.S. dollar against all foreign currencies of countries where we currently operate theatres would increase earnings
before income taxes by approximately $53,000 for the twenty-six weeks ended September 30, 2010 and increase accumulated other comprehensive loss by approximately $10,063,000 as of
September 30, 2010.

Item 4.    Controls and Procedures.



The
Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that material information is accumulated and
communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company's
Chief Executive Officer and Chief Financial Officer have evaluated these disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q
and have determined that such disclosure controls and procedures were effective.



There
has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

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PART IIOTHER INFORMATION

Item 1.    Legal Proceedings

Reference is made to Part I. Item 3. Legal Proceedings in our Annual Report on Form 10-K for the
fiscal year ended April 1, 2010 for information on certain litigation to which we are a party.

We
are a party to various other legal proceedings in the ordinary course of business, none of which is expected to have a material adverse effect on us.

Item 1A.    Risk Factors

Reference
is made to Part I Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended April 1, 2010.

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Item 6.    Exhibits.

EXHIBIT INDEX

EXHIBIT
NUMBER

DESCRIPTION2.1

Agreement and Plan of Merger, dated June 20, 2005, by and among Marquee Holdings Inc. and LCE Holdings, Inc. (incorporated by reference from Exhibit 2.1 to AMCE's Current Report on Form 8-K (File
No. 1-8747) filed on June 24, 2005).2.2

Agreement and Plan of Merger, dated as of July 22, 2004 by and among Marquee Holdings Inc., Marquee Inc. and AMCE (incorporated by reference from Exhibit 2.1 to AMCE's Current Report on
Form 8-K (File No. 1-8747) filed on July 23, 2004).2.3

Agreement and Plan of Merger, dated June 11, 2007, by and among AMC Entertainment Holdings, Inc., Marquee Holdings Inc., and Marquee Merger Sub Inc. (incorporated by reference from Exhibit 2.1
to the Company's Form 8-K filed on June 13, 2007).3.1

Third Amended and Restated Certificate of Incorporation of Marquee Holdings Inc. (incorporated by reference from Exhibit 3.1 to the Company's Form 8-K filed on June 13, 2007).3.2

Third Amended and Restated Bylaws of Marquee Holdings Inc. (incorporated by reference from Exhibit 3.2 to the Company's Form 8-K filed on June 13, 2007).10.1

Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement dated as of August 6, 2010, by and between National CineMedia, LLC and American Multi-Cinema, Inc. (filed
as Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-33296) of National CineMedia, Inc., filed on August 10, 2010, and incorporated herein by reference).10.2

AMC Entertainment Holdings, Inc. 2010 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 14,
2010).10.3

AMC Entertainment Holdings, Inc. Nonqualified Stock Option Award Agreement (incorporated by reference from Exhibit 10.2 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 14,
2010).10.4

AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Time Vesting) (incorporated by reference from Exhibit 10.3 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on
July 14, 2010).10.5

AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Performance Vesting) (incorporated by reference from Exhibit 10.4 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on
July 14, 2010).*31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.*31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.*32.1

Section 906 Certifications of Gerardo I. Lopez (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.


*Filed
herewith


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SIGNATURES

Pursuant to the requirements 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.

MARQUEE HOLDINGS INC.Date: November 9, 2010

/s/ GERARDO I. LOPEZ Gerardo I. Lopez Chief Executive Officer, Director and PresidentDate: November 9, 2010

/s/ CRAIG R. RAMSEY Craig R. Ramsey Executive Vice President and Chief Financial Officer


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