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

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FORM 10-Q

(Mark One)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended December 29, 2005
OR

|o | 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 333-122636

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

Delaware(State or other jurisdiction of
incorporation or organization)

77-0642885(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)

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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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large
accelerated filer o    Accelerated filer o    Non-accelerated filer
ý

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 December 29, 2005Common Stock, 1¢ par value

769,350




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MARQUEE HOLDINGS INC. AND SUBSIDIARY

INDEX

|                             |  |                                                                                       |  | Page
Number
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | -----------
|PART IFINANCIAL INFORMATION
|Item 1.                      |  | Financial Statements (unaudited)                                                      |  | 3          
|                             |  | Consolidated Statements of Operations                                                 |  | 3          
|                             |  | Consolidated Balance Sheets                                                           |  | 4          
|                             |  | Consolidated Statements of Cash Flows                                                 |  | 5          
|                             |  | Notes to Consolidated Financial Statements                                            |  | 6          
|Item 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 30         
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 50         
|Item 4.                      |  | Controls and Procedures                                                               |  | 51         
|PART IIOTHER INFORMATION   
|Item 1.                      |  | Legal Proceedings                                                                     |  | 52         
|Item 5.                      |  | Other Information                                                                     |  | 52         
|Item 6.                      |  | Exhibits                                                                              |  | 53         
|                             |  | Signatures                                                                            |  | 60         

2

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PART IFINANCIAL INFORMATION

Item 1.    Financial Statements. (Unaudited)

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

|                                                                |                                       | Thirteen Week Periods        |                                         | Thirty-nine Week Periods |        
|--------------------------------------------------------------- | ------------------------------------- | ---------------------------- | --------------------------------------- | ------------------------ | -------
|
|
|Revenues                                                        |                                       |                              |                                         |                          |        
|                                                                | Admissions                            |                              | $                                       | 276,531                  |        
|                                                                | Concessions                           |                              |                                         | 108,565                  |        
|                                                                | Other revenue                         |                              |                                         | 25,724                   |        
|                                                                |                                       |                              |                                         |                          |        
|                                                                |                                       | Total revenues               |                                         |                          | 410,820
|                                                                |                                       |                              |                                         |                          |        
|Costs and Expenses                                              |                                       |                              |                                         |                          |        
|                                                                | Film exhibition costs                 |                              |                                         | 144,813                  |        
|                                                                | Concession costs                      |                              |                                         | 12,099                   |        
|                                                                | Operating expense                     |                              |                                         | 105,983                  |        
|                                                                | Rent                                  |                              |                                         | 80,812                   |        
|                                                                | General and administrative:           |                              |                                         |                          |        
|                                                                |                                       | Merger and acquisition costs |                                         |                          | 281    
|                                                                |                                       | Management fee               |                                         |                          | 500    
|                                                                |                                       | Other                        |                                         |                          | 10,131 
|                                                                | Preopening expense                    |                              |                                         | 3,515                    |        
|                                                                | Theatre and other closure expense     |                              |                                         | 410                      |        
|                                                                | Restructuring charge                  |                              |                                         | 27                       |        
|                                                                | Depreciation and amortization         |                              |                                         | 36,655                   |        
|                                                                | Disposition of assets and other gains |                              |                                         | (297                     | )      
|                                                                |                                       |                              |                                         |                          |        
|                                                                |                                       | Total costs and expenses     |                                         |                          | 394,929
|                                                                |                                       |                              |                                         |                          |        
|                                                                | Other expense (income)                |                              |                                         |                          |        
|                                                                |                                       | Other income                 |                                         |                          | (5,875 
|                                                                |                                       | Interest expense             |                                         |                          |        
|                                                                |                                       |                              | Corporate borrowings                    |                          |        
|                                                                |                                       |                              | Capital and financing lease obligations |                          |        
|                                                                |                                       | Investment loss (income)     |                                         |                          | 2,539  
|                                                                |                                       |                              |                                         |                          |        
|                                                                |                                       |                              | Total other expense                     |                          |        
|                                                                |                                       |                              |                                         |                          |        
|Loss from continuing operations before income taxes             |                                       |                              | (12,275                                 | )                        |        
|Income tax provision (benefit)                                  |                                       |                              | (4,700                                  | )                        |        
|                                                                |                                       |                              |                                         |                          |        
|Loss from continuing operations                                 |                                       |                              | (7,575                                  | )                        |        
|Earnings (loss) from discontinued operations, net of income tax |                                       |                              | (343                                    | )                        |        
|                                                                |                                       |                              |                                         |                          |        
|Net loss                                                        |                                       | $                            | (7,918                                  | )                        | $      
|                                                                |                                       |                              |                                         |                          |        
|Preferred dividends and allocation of undistributed earnings    |                                       |                              |                                        |                          |        
|                                                                |                                       |                              |                                         |                          |        
|Loss for shares of common stock                                 |                                       | $                            | (7,918                                  | )                        | $      
|                                                                |                                       |                              |                                         |                          |        

See Notes to Consolidated Financial Statements.

3

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MARQUEE HOLDINGS INC. AND SUBSIDIARY        UNAUDITED CONSOLIDATED BALANCE SHEETS        (in thousands)

|                                        |                                                                                                                     | December 29, 2005                          |           | March 31, 2005 |          
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | -------------- | ---------
|
|ASSETS                                  |                                                                                                                     |                                            |           |                |          
|Current assets:                         |                                                                                                                     |                                            |           |                |          
|                                        | Cash and equivalents                                                                                                |                                            | $         | 136,707        |          
|                                        | Receivables, net of allowance for doubtful accounts of $1,439 as of December 29, 2005 and $862 as of March 31, 2005 |                                            |           | 64,035         |          
|                                        | Other current assets                                                                                                |                                            |           | 40,865         |          
|                                        | Current assets held for sale                                                                                        |                                            |           | 950            |          
|                                        |                                                                                                                     |                                            |           |                |          
|                                        |                                                                                                                     | Total current assets                       |           |                | 242,557  
|Property, net                           |                                                                                                                     |                                            | 783,121   |                |          
|Intangible assets, net                  |                                                                                                                     |                                            | 175,970   |                |          
|Goodwill                                |                                                                                                                     |                                            | 1,303,976 |                |          
|Deferred income taxes                   |                                                                                                                     |                                            | 62,963    |                |          
|Other long-term assets                  |                                                                                                                     |                                            | 112,713   |                |          
|Noncurrent assets held for sale         |                                                                                                                     |                                            | 33,721    |                |          
|                                        |                                                                                                                     |                                            |           |                |          
|                                        |                                                                                                                     | Total assets                               |           | $              | 2,715,021
|                                        |                                                                                                                     |                                            |           |                |          
|LIABILITIES AND STOCKHOLDERS' EQUITY    |                                                                                                                     |                                            |           |                |          
|Current liabilities:                    |                                                                                                                     |                                            |           |                |          
|                                        | Accounts payable                                                                                                    |                                            | $         | 119,958        |          
|                                        | Accrued expenses and other liabilities                                                                              |                                            |           | 129,914        |          
|                                        | Deferred revenues and income                                                                                        |                                            |           | 87,921         |          
|                                        | Current maturities of capital and financing lease obligations                                                       |                                            |           | 2,560          |          
|                                        | Current liabilities held for sale                                                                                   |                                            |           | 4,001          |          
|                                        |                                                                                                                     |                                            |           |                |          
|                                        |                                                                                                                     | Total current liabilities                  |           |                | 344,354  
|Corporate borrowings                    |                                                                                                                     |                                            | 1,359,463 |                |          
|Capital and financing lease obligations |                                                                                                                     |                                            | 33,792    |                |          
|Other long-term liabilities             |                                                                                                                     |                                            | 296,527   |                |          
|Noncurrent liabilities held for sale    |                                                                                                                     |                                            | 12,004    |                |          
|                                        |                                                                                                                     |                                            |           |                |          
|                                        |                                                                                                                     | Total liabilities                          |           |                | 2,046,140
|                                        |                                                                                                                     |                                            |           |                |          
|Stockholders' equity:                   |                                                                                                                     |                                            |           |                |          
|                                        | Common Stock, 1¢ par value; 769,350 shares issued as of December 29, 2005 and March 31, 2005                        |                                            |           | 8              |          
|                                        | Additional paid-in capital                                                                                          |                                            |           | 767,268        |          
|                                        | Accumulated other comprehensive income (loss)                                                                       |                                            |           | (1,669         | )        
|                                        | Accumulated deficit                                                                                                 |                                            |           | (96,726        | )        
|                                        |                                                                                                                     |                                            |           |                |          
|                                        |                                                                                                                     | Total stockholders' equity                 |           |                | 668,881  
|                                        |                                                                                                                     |                                            |           |                |          
|                                        |                                                                                                                     | Total liabilities and stockholders' equity |           | $              | 2,715,021
|                                        |                                                                                                                     |                                            |           |                |          

See Notes to Consolidated Financial Statements.

4

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

|                                                                                |                                                                            | Thirty-nine Week Periods                                           |        
|------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ------------------------------------------------------------------ | -------
|
|
|INCREASE IN CASH AND EQUIVALENTS                                                |                                                                            |                                                                    |        
|Cash flows from operating activities:                                           |                                                                            |                                                                    |        
|Net Loss                                                                        |                                                                            | $                                                                  | (52,336
|Adjustments to reconcile net loss to net cash provided by operating activities: |                                                                            |                                                                    |        
|                                                                                | Depreciation and amortization                                              |                                                                    |        
|                                                                                | Amortization of discount and corporate borrowings                          |                                                                    |        
|                                                                                | Non-cash portion of stock-based compensation                               |                                                                    |        
|                                                                                | Non-cash portion of pension and postretirement expense                     |                                                                    |        
|                                                                                | Deferred income taxes                                                      |                                                                    |        
|                                                                                | Change in assets and liabilities, net of effects from acquisition:         |                                                                    |        
|                                                                                |                                                                            | Receivables                                                        |        
|                                                                                |                                                                            | Other assets                                                       |        
|                                                                                |                                                                            | Accounts payable                                                   |        
|                                                                                |                                                                            | Accrued expenses and other liabilities                             |        
|                                                                                | Other, net                                                                 |                                                                    |        
|                                                                                |                                                                            |                                                                    |        
|                                                                                | Net cash provided by operating activities                                  |                                                                    |        
|                                                                                |                                                                            |                                                                    |        
|Cash flows from investing activities:                                           |                                                                            |                                                                    |        
|                                                                                | Capital expenditures                                                       |                                                                    |        
|                                                                                | Net change in reimbursable construction advance                            |                                                                    |        
|                                                                                | Proceeds on disposal-discontinued operations of Japan theatres             |                                                                    |        
|                                                                                | Increase in restricted cash                                                |                                                                    |        
|                                                                                | Release of restricted cash                                                 |                                                                    |        
|                                                                                | Acquisition of AMCE, net of cash acquired                                  |                                                                    |        
|                                                                                | Proceeds from disposition of long-term assets                              |                                                                    |        
|                                                                                | Other, net                                                                 |                                                                    |        
|                                                                                |                                                                            |                                                                    |        
|                                                                                | Net cash used in investing activities                                      |                                                                    |        
|                                                                                |                                                                            |                                                                    |        
|Cash flows from financing activities:                                           |                                                                            |                                                                    |        
|                                                                                | Proceeds from issuance of 85/8% Senior Unsecured Fixed Rate Notes due 2012 |                                                                    |        
|                                                                                | Proceeds from issuance of Senior Unsecured Floating Rate Notes due 2010    |                                                                    |        
|                                                                                | Proceeds from issuance of 12% Senior Discount Notes due 2014               |                                                                    |        
|                                                                                | Proceeds from sale/leasebacks                                              |                                                                    |        
|                                                                                | Principal payments under capital and financing lease obligations           |                                                                    |        
|                                                                                | Change in cash overdrafts                                                  |                                                                    |        
|                                                                                | Change in construction payables                                            |                                                                    |        
|                                                                                | Cash portion of preferred dividends                                        |                                                                    |        
|                                                                                | Capital contribution from Marquee Holdings                                 |                                                                    |        
|                                                                                | Deferred financing costs                                                   |                                                                    |        
|                                                                                | Treasury stock purchases and other                                         |                                                                    |        
|                                                                                |                                                                            |                                                                    |        
|                                                                                | Net cash (used in) provided by financing activities                        |                                                                    |        
|                                                                                |                                                                            |                                                                    |        
|                                                                                | Effect of exchange rate changes on cash and equivalents                    |                                                                    |        
|                                                                                |                                                                            |                                                                    |        
|Net increase in cash and equivalents                                            |                                                                            |                                                                    | 63,762 
|Cash and equivalents at beginning of period                                     |                                                                            |                                                                    | 72,945 
|                                                                                |                                                                            |                                                                    |        
|Cash and equivalents at end of period                                           |                                                                            | $                                                                  | 136,707
|                                                                                |                                                                            |                                                                    |        
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                               |                                                                            |                                                                    |        
|                                                                                | Cash paid during the period for:                                           |                                                                    |        
|                                                                                |                                                                            | Interest (including amounts capitalized of $2,306, $0 and $658)    |        
|                                                                                |                                                                            | Income taxes paid, net of refunds                                  |        
|                                                                                | Schedule of non-cash investing and financing activities:                   |                                                                    |        
|                                                                                |                                                                            | Assets capitalized under EITF 97-10                                |        
|                                                                                |                                                                            | Issuance of Common Stock related to purchase of GC Companies, Inc. |        
|                                                                                |                                                                            | Preferred dividends                                                |        

See Notes to Consolidated Financial Statements.

5

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MARQUEE HOLDINGS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 29, 2005
(Unaudited)

NOTE 1BASIS OF PRESENTATION

Marquee Holdings Inc. ("Holdings") is an investment vehicle owned by J.P. Morgan Partners L.P. ("JPMP") and Apollo Investment Fund V, L.P. and certain
related investment funds (collectively, "Apollo," and together with JPMP, the "Sponsors"), other co-investors and certain members of management. 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 has one
direct subsidiary, AMCE.

AMC
Entertainment Inc. is an intermediate holding company which, through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. ("AMC") and its
subsidiaries, 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 ("U.S. and Canada" formerly, North American theatrical
exhibition) and in Argentina, Brazil, Chile, Uruguay, France, Portugal, Spain and the United Kingdom. The Company discontinued its operations in Japan during the first quarter of fiscal 2006. The
Company's U.S. and Canada theatrical exhibition business is conducted through AMC and AMCEI. The Company's International theatrical exhibition business is conducted primarily through AMCEI.

Holdings
completed a merger on December 23, 2004 in which Holdings' subsidiary, Marquee Inc. ("Marquee") acquired the Company (the "Merger"). See
Note 2Acquisitions for additional information regarding the Merger. Holdings was formed on July 16, 2004. On December 23, 2004, pursuant to a merger agreement,
Marquee merged with AMCE (the "Predecessor"). Upon the consummation of the Merger between Marquee and AMCE on December 23, 2004, Marquee merged with and into AMCE, with AMCE and its parent
Holdings as the surviving reporting entity (the "Successor"). The Merger was treated as a purchase with Marquee being the "accounting acquirer" in accordance with Statement of Financial Accounting
Standards No. 141Business Combinations. As a result, the
Successor applied the purchase method of accounting to the separable assets, including goodwill, and liabilities of the accounting acquiree, AMCE, as of December 23, 2004, the merger date. The
consolidated balance sheets presented herein are those of the Successor and the consolidated statements of operations and cash flows presented herein are those of the Successor for the thirteen and
thirty-nine weeks ended December 29, 2005 and the period from inception July 16, 2004 through December 30, 2004 and those of its Predecessor, AMCE for the period
October 1, 2004 through December 23, 2004 and April 2, 2004 through December 23, 2004.

In
association with the merger transaction discussed above, two merger entities were formed on July 16, 2004, Marquee and Holdings. To finance the merger and related transactions,
on August 18, 2004, (i) Marquee issued $250,000,000 aggregate principal amount of 85/8% senior unsecured fixed rate Notes due 2012 ("Fixed Notes due 2012") and
$205,000,000 aggregate principal amount of senior unsecured floating rate Notes due 2010 ("Floating Notes due 2010") and (ii) Holdings issued $304,000,000 aggregate principal amount at maturity
of its 12% senior discount Notes due 2014 ("Discount Notes due 2014") for gross proceeds of $169,917,760. The only operations of Marquee and Holdings prior to the Merger were related to these
financings. Because the Company was the primary beneficiary of the two merger entities, which were considered variable interest entities as defined in FIN 46 (R),Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51,the Company was required to consolidate the merger entities' operations and financial position into the
Company's financial statements as of and through the period ended December 23, 2004. Upon consummation of the merger, Marquee was merged with and into AMCE and the letters of credit which gave
rise to consolidation of the entities under FIN 46 were cancelled. As

6

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such,
Marquee's operations and financial position are included within the Company's Consolidated Financial Statements and Holding's results of operations are included within the Predecessor Company's
Consolidated Financial Statements from its inception on July 16, 2004 through December 23, 2004. Subsequent to December 23, 2004 AMCE deconsolidated Holding's assets and
liabilities.

The
results of operations of Holdings included within the Predecessor Company's Consolidated Statements of Operations for the period from April 2, 2004 through December 23,
2004 include interest expense of $7,135,000 and interest income of $831,000.

Holdings
is a holding company with no operations of its own and has no ability to service interest or principal on the Discount Notes due 2014 other than through any dividends it may
receive from the Company. The Company is restricted, in certain circumstances, from paying dividends to Holdings by the terms of the indentures governing the Fixed Notes due 2012, the Floating Notes
due 2010 and the Existing Subordinated Notes and the amended credit facility. The Company has not guaranteed the indebtedness of Holdings nor pledged any of its assets as collateral.

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
Holdings' report on Form 8-K filed on October 21, 2005 for the year (52 weeks) ended March 31, 2005. 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 thirty-nine weeks ended December 29, 2005 are not necessarily indicative of the results
to be expected for the fiscal year (52 weeks) ending March 30, 2006.

The
March 31, 2005 consolidated balance sheet data was derived from the audited balance sheet, but does not include all disclosures required by generally accepted accounting
principles.

Checks
issued but not presented to banks are classified within accounts payable in the balance sheets. The amount of these checks included in accounts payable as of December 29,
2005 and March 31, 2005 was $11,500,000 and $35,320,000, respectively.

Amounts
previously reported by AMCE in its Form 10-Q for fiscal year 2005 have been retroactively reclassified to reflect as discontinued operations the results of
operations for Japan AMC Theatres, Inc., which the Company sold on June 30, 2005, and for all remaining assets related to the Company's Japan operations sold September 1, 2005.
Amounts previously reported in Holdings' Form 10-K for fiscal year 2005 have been retroactively reclassified in Holdings' Form 8-K filed on October 21,
2005 to reflect the results of the Japanese operations as discontinued operations.

In
conjunction with the merger with Loews (see Note 15), the Company entered into a Final Judgment with the Antitrust Division of the United States Department of Justice and
judgments and consent decrees with various States. These judgments and decrees require the Company to hold separate and divest itself of certain theatres. As a result, the Company has classified the
assets and liabilities of these theatres asheld for sale. The Company expects to divest certain of these theatres late in its fourth fiscal quarter of
2006 or first fiscal quarter of 2007.

Additionally,
the Company entered into an agreement to sell its operations in Hong Kong and as a result, the Company has classified the assets and liabilities of this theatre as held for sale. The Hong Kong sale was
subsequently consummated on January 5, 2006.

Certain
amounts have been reclassified from prior period consolidated financial statements to conform with the current period presentation.

NOTE 2ACQUISITIONS

On December 23, 2004, Holdings completed a merger in which Holdings acquired the Company pursuant to an Agreement and Plan of Merger, dated as of
July 22, 2004 (the "Merger Agreement"), by

7

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and
among the Company, Holdings and Marquee. Marquee, a wholly owned subsidiary of Holdings, merged with and into the Company, with the Company remaining as the surviving entity and becoming a
wholly-owned subsidiary of Holdings.

The
following is a summary of the allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the Merger. The allocation of purchase price is
based on management's judgment after evaluating several factors, including actuarial estimates for pension liabilities, market prices of its indebtedness and a valuation assessment prepared by a
valuation specialist (in thousands):

|Cash and equivalents                    |  | $ | 396,636   |  
|--------------------------------------- |  | - | --------- | -
|Other current assets                    |  |   | 99,794    |  
|Property, net                           |  |   | 894,293   |  
|Intangible assets                       |  |   | 205,148   |  
|Goodwill                                |  |   | 1,385,336 |  
|Deferred income taxes                   |  |   | 55,906    |  
|Other long-term assets                  |  |   | 61,006    |  
|Current liabilities                     |  |   | (344,848  | )
|Corporate borrowings                    |  |   | (709,283  | )
|Capital and financing lease obligations |  |   | (66,525   | )
|Other long-term liabilities             |  |   | (312,263  | )
|                                        |  |   |          
|Total estimated purchase price          |  | $ | 1,665,200 |  
|                                        |  |   |          

Amounts
recorded for goodwill are not subject to amortization, are not expected to be deductible for tax purposes and have been allocated to the Company's U.S. and Canada theatrical
exhibition operating segment, Other operating segment, Japan AMC Theatres Inc., the Company's Japan branch, the Company's Hong Kong branch and the Company's Iberia operations conducted through
AMC Entertainment España S.A. and Actividades Multi-Cinemas E Espectáculos, LDA (the reporting units). The Company has performed its annual impairment test for
goodwill and recorded no impairment as of March 31, 2005. The goodwill of $29,973,000, allocated to the Other operating segment, was contributed to a cinema screen advertising joint venture
between the Company and Regal Entertainment Group, National CineMedia, LLC ("NCM"), and is included in the Company's investment in NCM together with certain of NCN's other contributed assets. Goodwill
of $44,419,000 was allocated to Japan AMC Theatres Inc., which was disposed of in connection with the consummation of the sale of that entity on June 30, 2005, and goodwill of $6,599,000
was allocated to the remaining Japan location, which was disposed of in connection with the consummation of the sale of that entity on September 1, 2005. Goodwill of $369 was allocated to the
Hong Kong branch and is included in noncurrent assets held for sale.

The
unaudited pro forma financial information presented below sets forth Holdings' historical statements of operations for the periods indicated and gives effect to the Merger and
related debt issuances as adjusted for the related purchase price allocations as of the beginning of the respective periods. Because the pro forma financial information gives effect to the Merger and
related debt issuances as adjusted for the related purchase price allocations as of the beginning of the respective periods, all pro forma information is for the Successor. Such information is
presented for comparative purposes to the Consolidated Statements of Operations only and does not purport to represent what Holdings' results of

8

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

|                                                             |                                       | Thirteen Week
Period                    |         | Thirty-nine Week
Period |        
|------------------------------------------------------------ | ------------------------------------- | --------------------------------------- | ------- | ----------------------- | -------
|
|Revenues                                                     |                                       |                                         |         |                         |        
|                                                             | Admissions                            |                                         | $       | 287,799                 |        
|                                                             | Concessions                           |                                         |         | 113,713                 |        
|                                                             | Other revenue                         |                                         |         | 34,038                  |        
|                                                             |                                       |                                         |         |                         |        
|                                                             |                                       | Total revenues                          |         |                         | 435,550
|                                                             |                                       |                                         |         |                         |        
|Expenses                                                     |                                       |                                         |         |                         |        
|                                                             | Film exhibition costs                 |                                         |         | 152,287                 |        
|                                                             | Concession costs                      |                                         |         | 14,130                  |        
|                                                             | Operating expense                     |                                         |         | 113,704                 |        
|                                                             | Rent                                  |                                         |         | 77,849                  |        
|                                                             | General and administrative:           |                                         |         |                         |        
|                                                             |                                       | Merger and acquisition costs*           |         |                         | 58,889 
|                                                             |                                       | Management fee                          |         |                         | 500    
|                                                             |                                       | Other                                   |         |                         | 4,767  
|                                                             | Preopening expense                    |                                         |         | 377                     |        
|                                                             | Theatre and other closure expense     |                                         |         | 569                     |        
|                                                             | Depreciation and amortization         |                                         |         | 43,078                  |        
|                                                             | Disposition of assets and other gains |                                         |         | (320                    | )      
|                                                             |                                       |                                         |         |                         |        
|                                                             |                                       | Total costs and expenses                |         |                         | 465,830
|                                                             |                                       |                                         |         |                         |        
|Other expense (income)                                       |                                       |                                         |         |                         |        
|                                                             | Interest expense                      |                                         |         |                         |        
|                                                             |                                       | Corporate borrowings                    |         |                         | 36,323 
|                                                             |                                       | Capital and financing lease obligations |         |                         | 2,493  
|                                                             | Investment income                     |                                         |         | (2,916                  | )      
|                                                             |                                       |                                         |         |                         |        
|Total other expense                                          |                                       |                                         | 35,900  |                         |        
|                                                             |                                       |                                         |         |                         |        
|Loss from continuing operations before income taxes          |                                       |                                         | (66,180 | )                       |        
|Income tax provision                                         |                                       |                                         | 3,000   |                         |        
|                                                             |                                       |                                         |         |                         |        
|Loss from continuing operations                              |                                       |                                         | (69,180 | )                       |        
|Loss from discontinued operations, net of income tax benefit |                                       |                                         | (794    | )                       |        
|                                                             |                                       |                                         |         |                         |        
|Net loss                                                     |                                       | $                                       | (69,974 | )                       | $      
|                                                             |                                       |                                         |         |                         |        

---

9

---



NOTE 3DISCONTINUED OPERATIONS

On June 30, 2005, the Company sold one of its wholly-owned subsidiaries, Japan AMC Theatres Inc., including four of its five theatres in Japan. The
Company sold its remaining Japan theatre on September 1, 2005. The Company opened its first theatre in Japan during fiscal 1997 and since that time the Company has incurred pre-tax
losses of $38,689,000, including a $4,998,000 impairment charge in fiscal 2003.

The
operations and cash flows of the Japan theatres have been eliminated from the Company's ongoing operations as a result of the disposal transaction. The Company will not have any
significant continuing involvement in the operations of the Japan theatres after the disposal transactions. The results of operations of the Japan theatres have been classified as discontinued
operations, and information presented for all periods reflects the new classification. The operations of the Japan theatres were previously reported in the Company's International theatrical
exhibition operating segment. Components of amounts reflected as earnings (loss) from discontinued operations in the Company's Consolidated Statements of Operations are presented in the following
table:

Statements of operations data:

|                                             |                                          | Thirteen Week Periods |      | Thirty-nine Week Periods |   
|-------------------------------------------- | ---------------------------------------- | --------------------- | ---- | ------------------------ | --
|
|
|Revenues                                     |                                          |                       |      |                          |   
|                                             | Admissions                               |                       | $    |                         |   
|                                             | Concessions                              |                       |      |                         |   
|                                             | Other revenue                            |                       |      | 30                       |   
|                                             |                                          |                       |      |                          |   
|                                             |                                          | Total revenue         |      |                          | 30
|                                             |                                          |                       |      |                          |   
|Costs and Expense                            |                                          |                       |      |                          |   
|                                             | Film exhibition costs                    |                       |      |                         |   
|                                             | Concession costs                         |                       |      | (59                      | ) 
|                                             | Operating expense                        |                       |      | 13                       |   
|                                             | Rent                                     |                       |      |                         |   
|                                             | General and administrative expenseother |                       |      | 619                      |   
|                                             | Depreciation and amortization            |                       |      |                         |   
|                                             |                                          |                       |      |                          |   
|Total costs and expense                      |                                          |                       | 573  |                          |   
|                                             |                                          |                       |      |                          |   
|Earnings (loss) before income taxes          |                                          |                       | (543 | )                        |   
|Income tax provision (benefit)               |                                          |                       | (200 | )                        |   
|                                             |                                          |                       |      |                          |   
|Earnings (loss) from discontinued operations |                                          | $                     | (343 | )                        | $ 
|                                             |                                          |                       |      |                          |   

Goodwill
of $44,419,000 was allocated to Japan AMC Theatres Inc. and goodwill of $6,599,000 was allocated to the Company's Japan branch and disposed of in connection with the
consummation of the sale of those entities. The goodwill is not deductible for tax purposes and is discussed in Note 9.

10

---



NOTE 4COMPREHENSIVE EARNINGS (LOSS)

The components of comprehensive earnings (loss) are as follows (in thousands):

|                                                            |  | Thirteen Week Periods |        | Thirty-nine Week Periods |  
|----------------------------------------------------------- |  | --------------------- | ------ | ------------------------ | -
|
|
|Net loss                                                    |  | $                     | (7,918 | )                        | $
|Foreign currency translation adjustment                     |  |                       | 219    |                          |  
|Decrease in unrealized loss on marketable equity securities |  |                       | 57     |                          |  
|                                                            |  |                       |        |                          |  
|Comprehensive loss                                          |  | $                     | (7,642 | )                        | $
|                                                            |  |                       |        |                          |  

NOTE 5INVESTMENTS

Investments in non-consolidated affiliates and certain other investments accounted for under 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 at December 29, 2005, include among others, equity interests in
NCM. The Company was a founding member and currently owns approximately 29% of NCM.

Condensed
financial information of NCM is shown below. All amounts are presented under U.S. GAAP. Financial information of immaterial non-consolidated affiliates has been omitted:

Financial
Condition (dollars in thousands):

|                                            |                   | December 29, 2005
|------------------------------------------- | ----------------- | -----------------
|Current assets                              |                   | $                
|Noncurrent assets                           |                   |                  
|                                            |                   |                  
|                                            | Total assets      |                  
|                                            |                   |                  
|Current liabilities                         |                   | $                
|Noncurrent liabilities                      |                   |                  
|                                            |                   |                  
|                                            | Total liabilities |                  
|Members' capital                            |                   |                  
|                                            |                   |                  
|Liabilities & Members' capital              |                   | $                
|                                            |                   |                  
|The Company's recorded investment in NCM(1) |                   | $                
|                                            |                   |                  

---

11

---



Operating
Results (dollars in thousands):

|                                               |  | Thirteen Week Period |        | Thirty-nine Week Period
|---------------------------------------------- |  | -------------------- | ------ | -----------------------
|
|Revenues                                       |  | $                    | 44,600 |                        
|Operating costs & expenses                     |  |                      | 44,100 |                        
|                                               |  |                      |        |                        
|Net income                                     |  | $                    | 500    |                        
|                                               |  |                      |        |                        
|The Company's recorded equity in losses in NCM |  | $                    | 1,700  |                        

NOTE 6STOCKHOLDERS' EQUITY

Holdings, has adopted a stock-based compensation plan that permits grants of up to 49,107.44682 options on Holdings stock and has granted options on 38,876.72873
of its shares to certain employees during the Successor period ended March 31, 2005. As of December 29, 2005, there was $10,163,000 of total unrecognized compensation cost related to
nonvested stock-based compensation arrangements under the Holdings plan. Since the employees to whom the options were granted are employed by the Successor, the Successor is required to reflect the
stock-based compensation expense associated with the options within its consolidated statements of operations. The options have a ten year term and step-vest in equal amounts over five
years, but vesting may accelerate for certain participants if there is a change of control (as defined in the plan). Two of the holders of Holdings' stock and stock options have put rights associated
with their options whereby they can require Holdings to repurchase their options and shares. These liability-classified options are required to be remeasured during each reporting period. The
Successor has recorded $1,392,000 of stock-based compensation expense and has recognized a deferred income tax benefit of approximately $557,000 in its Consolidated Statements of Operations during the
thirty-nine week Successor period ended December 29, 2005. The Successor has recorded $645,000 of stock-based compensation expense and has recognized a deferred income tax benefit
of approximately $250,000 in its Consolidated Statements of Operations during the thirteen week Successor period ended December 29, 2005. Of the $2,593,000 cumulative stock-based compensation
expense recorded since the inception of the Holdings plan, $917,000 is included within other long-term liabilities and $1,676,000 is included within additional paid-in capital
on the Company's Consolidated Balance Sheet at December 29,
2005. The Company has recognized cumulative deferred income tax benefits in its Consolidated Statements of Operations of approximately $1,030,000 related to these options. The Successor has recorded
$44,000 of other expense and $1,128,000 of other income related to the liability-classified shares during the thirteen and thirty-nine weeks ended December 29, 2005 and a liability for the
shares of $2,622,000 at December 29, 2005, respectively, is included within other long-term liabilities. The Successor accounts for stock options using the fair value method of accounting as
prescribed by SFAS 123 (R)Share-Based Paymentand SAB 107Share-Based Paymentand has
valued the options using the Black-Scholes formula.

The
Predecessor accounted for the stock options, restricted stock awards and deferred stock units under plans that it sponsored during fiscal 2005 following the recognition and
measurement provisions of APB Opinion No. 25,Accounting for Stock issued to Employees("APB 25") and related interpretations. No stock-based
employee compensation expense related to restricted stock awards and deferred stock units was recorded during the thirty-nine weeks ended December 30, 2004. No stock-based employee
compensation expense for stock options was reflected in net earnings for that period, as all stock options granted under those plans had an exercise price equal to the fair market value of the
underlying common stock on the date of grant.

12

---



The
following table illustrates the effect on net earnings as if the fair value method had been applied to all stock awards, deferred stock units and outstanding and unvested options
during each period in which share-based awards, accounted for under APB 25, were outstanding:

|          |                    |                                                                                                                              |   |         |   | Thirty-nine Week Periods |        
|--------- | ------------------ | ---------------------------------------------------------------------------------------------------------------------------- | - | ------- | - | ------------------------ | -------
|
|
|
|
|Net loss: |                    |                                                                                                                              |   |         |   |                          |        
|          | As reported        |                                                                                                                              | $ | (18,564 | ) | $                        | (45,058
|          |                    | Add: Stock-based compensation expense included in reported net earnings, net of related tax effects                          |   |         |  |                          |        
|          |                    | Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects |   |         |  |                          |        
|          |                    |                                                                                                                              |   |         |   |                          |        
|          | Pro forma net loss |                                                                                                                              | $ | (18,564 | ) | $                        | (45,058
|          |                    |                                                                                                                              |   |         |   |                          |        

NOTE 7THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

A rollforward of reserves for theatre and other closure is as follows (in thousands):

|                  |                                    | Thirty-nine Week Periods |       
|----------------- | ---------------------------------- | ------------------------ | ------
|
|
|Beginning Balance |                                    | $                        | 28,506
|                  | Theatre and other closure expense  |                          |       
|                  | Interest expense                   |                          |       
|                  | General and administrative expense |                          |       
|                  | Transfer of deferred rent          |                          |       
|                  | Payments                           |                          |       
|                  |                                    |                          |       
|Ending Balance    |                                    | $                        | 23,714
|                  |                                    |                          |       

Theatre
and other closure reserves for leases that have not been terminated are recorded at the present value of the future contractual commitments for the base rents, taxes and
maintenance.

Theatre
closure reserves at December 29, 2005 by operating segment are as follows (in thousands):

|                                      |  | December 29, 2005
|------------------------------------- |  | -----------------
|
|U.S. and Canada Theatrical Exhibition |  | $                
|International Theatrical Exhibition   |  |                  
|Other                                 |  |                  
|                                      |  |                  
|                                      |  | $                
|                                      |  |                  

13

---



NOTE 8RESTRUCTURING

The Company's restructuring activities are disclosed in Note 1 of the Notes to the Consolidated Financial Statements included in Holdings' report on
Form 8-K filed on October 21, 2005 for the year ended March 31, 2005. A summary of restructuring activity during the thirty-nine week period ended
December 29, 2005, is set forth below (in thousands):

|                     |  | Thirty-nine Week Period |       
|-------------------- |  | ----------------------- | ------
|
|
|Beginning balance    |  | $                       | 4,926 
|Restructuring charge |  |                         | 3,139 
|Payments             |  |                         | (8,065
|                     |  |                         |       
|Ending balance       |  | $                       |      
|                     |  |                         |       

The
Company's reorganization activities are substantially complete as of December 29, 2005.

Restructuring
reserves at December 29, 2005 by operating segment are as follows (in thousands):

|                                      |  | December 29, 2005
|------------------------------------- |  | -----------------
|
|U.S. and Canada Theatrical Exhibition |  | $                
|International Theatrical Exhibition   |  |                  
|Other                                 |  |                  
|                                      |  |                  
|                                      |  | $                
|                                      |  |                  

NOTE 9INCOME TAXES

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

|                                               |  | Thirty-nine Week Periods |   
|---------------------------------------------- |  | ------------------------ | --
|
|
|Federal statutory rate                         |  | 35.0                     | % 
|Non-deductible goodwill                        |  | (34.9                    | ) 
|Valuation allowance                            |  | (1.0                     | ) 
|State income taxes, net of federal tax benefit |  | (.7                      | ) 
|Other, net                                     |  | (.7                      | ) 
|                                               |  |                          |   
|Effective tax rate                             |  | (2.3                     | )%
|                                               |  |                          |   

The
Company determines income tax expense for interim periods by applying Statement of Financial Accounting Standards ("SFAS") No. 109,Accounting for
Income Taxesand APB Opinion No. 28,Interim Financial Reporting, which prescribes the use of the full year's estimated
effective tax rate in financial statements for interim periods. As a consequence, permanent differences which are not deductible for federal income tax purposes, valuation allowances primarily on
deferred tax assets in foreign tax jurisdictions, and deferred tax assets for the Predecessor period on Marquee and Holdings serve to increase the

14

---



effective
federal income tax rate of 35%. Non-deductible goodwill relates to the goodwill disposed of in connection with the sale of the Japan theatres, which is discussed in
Note 2.

Holdings
had no operations of its own as of December 23, 2004 and provided a full valuation allowance for its deferred tax assets, as it was more likely than not that the tax
assets would not be realized at that time. Upon consummation of the Merger, with Holdings' operations combined with AMCE's, it was determined that a valuation allowance was no longer necessary and the
Company released the valuation allowance as it was not more likely than not that the tax assets would not be realized as of December 30, 2004.

A
full valuation allowance may be established for the U.S. tax jurisdiction deferred tax asset in conjunction with the merger with Loews Cineplex Entertainment Corporation. Although
operations supported the recorded value of these deferred tax assets in the Company's historical financial statements, analysis of the pro forma historical and projected results of the combined
company may make it more likely than not the Company will not be able to realize the value of the Company's deferred tax assets (see Note 15). As a result, the Company may record a charge of
approximately $85.0 million to provision for income taxes related to the valuation allowance during the fourth quarter of fiscal 2006 subsequent to the merger.

NOTE 10EMPLOYEE BENEFIT PLANS

The Company sponsors a non-contributory qualified defined benefit pension plan generally covering all employees age 21 or older who have completed at
least 1,000 hours of service in their first twelve months of employment, or in a calendar year ending thereafter, and who are not covered by a collective bargaining agreement. The Company also
offers eligible retirees the opportunity to participate in a health plan (medical and dental) and a life insurance plan. Employees may become eligible for these benefits at retirement provided the
employee is at least age 55 and has at least 15 years of credited service after age 40.

The
Company made a minimum annual contribution of $1,400,000 to the defined benefit pension plan during the thirty-nine weeks ended December 29, 2005 and does not
anticipate making additional contributions during the remainder of fiscal 2006.

The
Company's reorganization activities commencing during fiscal 2005 resulted in a partial curtailment of the Company's postretirement plan. The Company defers curtailment gains until
they are realized and, as such, a curtailment gain of $1,110,000 was recognized during the thirty-nine weeks ended December 29, 2005.

The
measurement date used to determine pension and other postretirement benefits is January 1 of the fiscal year for which measurements are made.

15

---



Net
periodic benefit cost recognized for the three plans consists of the following (in thousands):

|                                                 |                                                    | Thirteen Week Periods
|------------------------------------------------ | -------------------------------------------------- | ---------------------
|
|
|
|Components of net periodic
        benefit cost: |                                                    |                      
|                                                 | Service cost                                       |                      
|                                                 | Interest cost                                      |                      
|                                                 | Expected return on plan assets                     |                      
|                                                 | Recognized net actuarial loss                      |                      
|                                                 | Amortization of unrecognized transition obligation |                      
|                                                 | Amortization of prior service cost                 |                      
|                                                 |                                                    |                      
|Net periodic benefit cost                        |                                                    | $                    
|                                                 |                                                    |                      

Net
periodic benefit cost recognized for the three plans consists of the following (in thousands):

|                                                 |                                                    | Thirty-nine Week Periods
|------------------------------------------------ | -------------------------------------------------- | ------------------------
|
|
|
|Components of net periodic
        benefit cost: |                                                    |                         
|                                                 | Service cost                                       |                         
|                                                 | Interest cost                                      |                         
|                                                 | Expected return on plan assets                     |                         
|                                                 | Recognized net actuarial loss                      |                         
|                                                 | Amortization of unrecognized transition obligation |                         
|                                                 | Amortization of prior service cost                 |                         
|                                                 | Curtailment gain                                   |                         
|                                                 |                                                    |                         
|Net periodic benefit cost                        |                                                    | $                       
|                                                 |                                                    |                         

16

---



NOTE 11OPERATING SEGMENTS

Information about the Company's operations by operating segment is as follows (in thousands):

|                                      |  | Thirteen Week Periods |         | Thirty-nine Week Periods |  
|------------------------------------- |  | --------------------- | ------- | ------------------------ | -
|
|
|Revenues                              |  |                       |         |                          |  
|U.S. and Canada theatrical exhibition |  | $                     | 390,065 |                          | $
|International theatrical exhibition   |  |                       | 18,284  |                          |  
|Other(1)                              |  |                       | 5,798   |                          |  
|Intersegment elimination              |  |                       | (3,327  | )                        |  
|                                      |  |                       |         |                          |  
|Total revenues                        |  | $                     | 410,820 |                          | $
|                                      |  |                       |         |                          |  
|Segment Adjusted EBITDA               |  |                       |         |                          |  
|U.S. and Canada theatrical exhibition |  | $                     | 70,110  |                          | $
|International theatrical exhibition   |  |                       | 1,084   |                          |  
|Other                                 |  |                       | (848    | )                        |  
|                                      |  |                       |         |                          |  
|Segment Adjusted EBITDA               |  | $                     | 70,346  |                          | $
|                                      |  |                       |         |                          |  

A reconciliation of loss from continuing operations before income taxes to Segment Adjusted EBITDA is as follows (in thousands):

|                                                    |                                       | Thirteen Week Periods |         | Thirty-nine Week Periods |  
|--------------------------------------------------- | ------------------------------------- | --------------------- | ------- | ------------------------ | -
|
|
|Loss from continuing operations before income taxes |                                       | $                     | (12,275 | )                        | $
|Plus:                                               |                                       |                       |         |                          |  
|                                                    | Interest expense                      |                       |         | 31,502                   |  
|                                                    | Depreciation and amortization         |                       |         | 36,655                   |  
|                                                    | Preopening expense                    |                       |         | 3,515                    |  
|                                                    | Theatre and other closure expense     |                       |         | 410                      |  
|                                                    | Restructuring charge                  |                       |         | 27                       |  
|                                                    | Disposition of assets and other gains |                       |         | (297                     | )
|                                                    | Investment loss (income)              |                       |         | 2,539                    |  
|                                                    | Other income(2)                       |                       |         | (2,642                   | )
|General and administrative expenseunallocated:     |                                       |                       |         |                          |  
|                                                    | Merger and acquisition costs          |                       |         | 281                      |  
|                                                    | Management fee                        |                       |         | 500                      |  
|                                                    | Other(3)                              |                       |         | 10,131                   |  
|                                                    |                                       |                       |         |                          |  
|Segment Adjusted EBITDA                             |                                       | $                     | 70,346  |                          | $
|                                                    |                                       |                       |         |                          |  

17

---



Information about the Company's long-term assets by operating segment is as follows (in thousands):

|Long-term Assets                                |  | December 29,
2005 |           | December 30,
2004 |  
|----------------------------------------------- |  | ----------------- | --------- | ----------------- | -
|
|U.S. and Canada theatrical exhibition           |  | $                 | 2,994,470 |                   | $
|International theatrical exhibition             |  |                   | 103,462   |                   |  
|Other                                           |  |                   |          |                   |  
|                                                |  |                   |           |                   |  
|Total segment long-term assets(4)               |  |                   | 3,097,932 |                   |  
|Construction in progress                        |  |                   | 7,624     |                   |  
|Corporate                                       |  |                   | 246,581   |                   |  
|Accumulated depreciation-property               |  |                   | (822,342  | )                 |  
|Accumulated amortization-intangible assets      |  |                   | (48,488   | )                 |  
|Accumulated amortization-other long-term assets |  |                   | (42,564   | )                 |  
|Noncurrent assets held for sale                 |  |                   | 33,721    |                   |  
|                                                |  |                   |           |                   |  
|Consolidated long-term assets, net              |  | $                 | 2,472,464 |                   | $
|                                                |  |                   |           |                   |  

|Long-term Assets, net of accumulated depreciation and amortization |  | December 29,
2005 |           | December 30,
2004
|------------------------------------------------------------------ |  | ----------------- | --------- | -----------------
|
|U.S. and Canada theatrical exhibition                              |  | $                 | 2,166,255 |                  
|International theatrical exhibition                                |  |                   | 50,817    |                  
|Other                                                              |  |                   |          |                  
|                                                                   |  |                   |           |                  
|Total segment long-term assets(4)                                  |  |                   | 2,217,072 |                  
|Construction in progress                                           |  |                   | 7,624     |                  
|Corporate                                                          |  |                   | 214,047   |                  
|Noncurrent assets held for sale                                    |  |                   | 33,721    |                  
|                                                                   |  |                   |           |                  
|Consolidated long-term assets, net                                 |  | $                 | 2,472,464 |                  
|                                                                   |  |                   |           |                  

---

|Consolidated Balance Sheet      |  | December 29,
2005 |           | December 30,
2004
|------------------------------- |  | ----------------- | --------- | -----------------
|
|Property, net                   |  | $                 | 783,121   |                  
|Intangible assets, net          |  |                   | 175,970   |                  
|Goodwill                        |  |                   | 1,303,976 |                  
|Deferred income taxes           |  |                   | 62,963    |                  
|Other long-term assets          |  |                   | 112,713   |                  
|Noncurrent assets held for sale |  |                   | 33,721    |                  
|                                |  |                   |           |                  
|Consolidated long-term assets   |  | $                 | 2,472,464 |                  
|                                |  |                   |           |                  

18

---



NOTE 12CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The accompanying condensed consolidating financial information of the Predecessor ("AMCE") has been prepared and presented pursuant to SEC
Regulation S-X Rule 3-10 "Financial statements of guarantors and issuers of guaranteed securities registered or being registered." This information is not
necessarily intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with accounting principles generally
accepted in the United States of America. Each of the subsidiary guarantors are 100% owned by AMCE. The subsidiary guarantees of AMCE's debt are full and unconditional and joint and several. Holdings'
12% senior discount notes due 2014 are not guaranteed by AMCE or any of its subsidiaries.

19

---



October 1, 2004 through December 23, 2004 (Predecessor):

|(In thousands)                                               |                                       | AMCE                                    |          | Subsidiary
Guarantors |        | Subsidiary Non-
Guarantors |         | Consolidating
Adjustments |        | Consolidated AMC
Entertainment Inc. |       
|------------------------------------------------------------ | ------------------------------------- | --------------------------------------- | -------- | --------------------- | ------ | -------------------------- | ------- | ------------------------- | ------ | ----------------------------------- | ------
|
|Revenues                                                     |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|                                                             | Admissions                            |                                         | $        |                      |        | $                          | 236,885 |                           | $      | 10,427                              |       
|                                                             | Concessions                           |                                         |          |                      |        |                            | 93,945  |                           |        | 3,626                               |       
|                                                             | Other revenue                         |                                         |          |                      |        |                            | 29,609  |                           |        | 1,185                               |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|                                                             |                                       | Total revenues                          |          |                       |       |                            |         | 360,439                   |        |                                     | 15,238
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Costs and Expenses                                           |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|                                                             | Film exhibition costs                 |                                         |          |                      |        |                            | 125,315 |                           |        | 5,157                               |       
|                                                             | Concession costs                      |                                         |          |                      |        |                            | 11,500  |                           |        | 727                                 |       
|                                                             | Operating expense                     |                                         |          |                      |        |                            | 99,389  |                           |        | 4,861                               |       
|                                                             | Rent                                  |                                         |          |                      |        |                            | 67,936  |                           |        | 5,382                               |       
|                                                             | General and administrative:           |                                         |          |                       |        |                            |         |                           |        |                                     |       
|                                                             |                                       | Merger and acquisition costs            |          |                       |       |                            |         | 38,889                    |        |                                     |      
|                                                             |                                       | Other                                   |          |                       | 45     |                            |         | 3,223                     |        |                                     | 134   
|                                                             | Preopening expense                    |                                         |          |                      |        |                            | 311     |                           |        |                                    |       
|                                                             | Theatre and other closure expense     |                                         |          |                      |        |                            | 437     |                           |        |                                    |       
|                                                             | Depreciation and amortization         |                                         |          |                      |        |                            | 27,508  |                           |        | 1,673                               |       
|                                                             | Disposition of assets and other gains |                                         |          |                      |        |                            | (320    | )                         |        |                                    |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|                                                             | Total costs and expenses              |                                         |          | 45                    |        |                            | 374,188 |                           |        | 17,934                              |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Other expense (income)                                       |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|                                                             | Equity in net losses of subsidiaries  |                                         |          | 40,526                |        |                            | 7,600   |                           |        |                                    |       
|                                                             | Interest expense                      |                                         |          |                       |        |                            |         |                           |        |                                     |       
|                                                             |                                       | Corporate borrowings                    |          |                       | 24,398 |                            |         | 11,231                    |        |                                     | 3,274 
|                                                             |                                       | Capital and financing lease obligations |          |                       |       |                            |         | 1,860                     |        |                                     | 543   
|Investment income                                            |                                       |                                         | (13,111  | )                     |        | (1,214                     | )       |                           | (102   | )                                   |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Total other expense                                          |                                       |                                         | 51,813   |                       |        | 19,477                     |         |                           | 3,715  |                                     |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Loss from continuing operations before income taxes          |                                       |                                         | (51,858  | )                     |        | (33,226                    | )       |                           | (6,411 | )                                   |       
|Income tax provision (benefit)                               |                                       |                                         | (6,800   | )                     |        | 7,300                      |         |                           | 200    |                                     |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Loss from continuing operations                              |                                       |                                         | (45,058  | )                     |        | (40,526                    | )       |                           | (6,611 | )                                   |       
|Loss from discontinued operations, net of income taxes       |                                       |                                         |         |                       |        |                           |         |                           | (989   | )                                   |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Net loss                                                     |                                       | $                                       | (45,058  | )                     | $      | (40,526                    | )       | $                         | (7,600 | )                                   | $     
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Preferred dividends and allocation of undistributed earnings |                                       |                                         | 91,580   |                       |        |                            |         |                           |        |                                     |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       
|Net loss for shares of common stock                          |                                       | $                                       | (136,638 | )                     |        |                            |         |                           |        |                                     |       
|                                                             |                                       |                                         |          |                       |        |                            |         |                           |        |                                     |       

20

---



April 2, 2004 through December 23, 2004 (Predecessor):

|(In thousands)                                                 |                                      | AMCE                                    |          | Subsidiary
Guarantors |        | Subsidiary Non-
Guarantors |           | Consolidating
Adjustments |         | Consolidated AMC
Entertainment Inc. |       
|-------------------------------------------------------------- | ------------------------------------ | --------------------------------------- | -------- | --------------------- | ------ | -------------------------- | --------- | ------------------------- | ------- | ----------------------------------- | ------
|
|Revenues                                                       |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|                                                               | Admissions                           |                                         | $        |                      |        | $                          | 841,183   |                           | $       | 31,016                              |       
|                                                               | Concessions                          |                                         |          |                      |        |                            | 326,715   |                           |         | 10,888                              |       
|                                                               | Other revenue                        |                                         |          |                      |        |                            | 81,204    |                           |         | 2,962                               |       
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|                                                               |                                      | Total revenues                          |          |                       |       |                            |           | 1,249,102                 |         |                                     | 44,866
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Costs and Expenses                                             |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|                                                               | Film exhibition costs                |                                         |          |                      |        |                            | 449,781   |                           |         | 15,305                              |       
|                                                               | Concession costs                     |                                         |          |                      |        |                            | 37,298    |                           |         | 2,427                               |       
|                                                               | Operating expense                    |                                         |          |                      |        |                            | 319,118   |                           |         | 14,161                              |       
|                                                               | Rent                                 |                                         |          |                      |        |                            | 217,240   |                           |         | 14,968                              |       
|                                                               | General and administrative:          |                                         |          |                       |        |                            |           |                           |         |                                     |       
|                                                               |                                      | Merger and acquisition costs            |          |                       |       |                            |           | 42,732                    |         |                                     |      
|                                                               |                                      | Other                                   |          |                       | 143    |                            |           | 33,093                    |         |                                     | 672   
|                                                               | Preopening expense                   |                                         |          |                      |        |                            | 1,292     |                           |         |                                    |       
|                                                               | Theatre and other closure expense    |                                         |          |                      |        |                            | 10,758    |                           |         |                                    |       
|                                                               | Depreciation and amortization        |                                         |          |                      |        |                            | 85,108    |                           |         | 5,151                               |       
|                                                               |                                      | Disposition of assets and other gains   |          |                       |       |                            |           | (2,715                    | )       |                                     |      
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|                                                               | Total costs and expenses             |                                         |          | 143                   |        |                            | 1,193,705 |                           |         | 52,684                              |       
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Other expense (income)                                         |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|                                                               | Equity in net losses of subsidiaries |                                         |          | 21,531                |        |                            | 13,816    |                           |         |                                    |       
|                                                               | Interest expense                     |                                         |          |                       |        |                            |           |                           |         |                                     |       
|                                                               |                                      | Corporate borrowings                    |          |                       | 62,691 |                            |           | 36,817                    |         |                                     | 4,473 
|                                                               |                                      | Capital and financing lease obligations |          |                       |       |                            |           | 5,758                     |         |                                     | 1,650 
|                                                               | Investment income                    |                                         |          | (38,987               | )      |                            | (3,563    | )                         |         | (1,056                              | )     
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Total other expense                                            |                                      |                                         | 45,235   |                       |        | 52,828                     |           |                           | 5,067   |                                     |       
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Earnings (loss) from continuing operations before income taxes |                                      |                                         | (45,378  | )                     |        | 2,569                      |           |                           | (12,885 | )                                   |       
|Income tax provision (benefit)                                 |                                      |                                         | (9,500   | )                     |        | 24,100                     |           |                           | 400     |                                     |       
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Loss from continuing operations                                |                                      |                                         | (35,878  | )                     |        | (21,531                    | )         |                           | (13,285 | )                                   |       
|Loss from discontinued operations, net of income taxes         |                                      |                                         |         |                       |        |                           |           |                           | (531    | )                                   |       
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Net loss                                                       |                                      | $                                       | (35,878  | )                     | $      | (21,531                    | )         | $                         | (13,816 | )                                   | $     
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Preferred dividends and allocation of undistributed earnings   |                                      |                                         | 104,300  |                       |        |                            |           |                           |         |                                     |       
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       
|Net loss for shares of common stock                            |                                      | $                                       | (140,178 | )                     |        |                            |           |                           |         |                                     |       
|                                                               |                                      |                                         |          |                       |        |                            |           |                           |         |                                     |       

21

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April 2, 2004 through December 23, 2004 (Predecessor):

|(In thousands)                                          |                                                                            | AMCE |          | Subsidiary
Guarantors |   | Subsidiary
Non-Guarantors |         | Consolidating
Adjustments |        | Consolidated AMC
Entertainment, Inc. |  
|------------------------------------------------------- | -------------------------------------------------------------------------- | ---- | -------- | --------------------- | - | ------------------------- | ------- | ------------------------- | ------ | ------------------------------------ | -
|
|Net cash provided by operating activities               |                                                                            | $    | 13,042   |                       | $ | 127,205                   |         | $                         | 1,407  |                                      | $
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|Cash flows from investing activities:                   |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|                                                        | Capital expenditures                                                       |      |          |                      |   |                           | (63,857 | )                         |        | (2,298                               | )
|                                                        | Net change in reimbursable construction advance                            |      |          |                      |   |                           | 6,518   |                           |        |                                     |  
|                                                        | Increase in restricted cash                                                |      |          | (627,338              | ) |                           |        |                           |        |                                     |  
|                                                        | Proceeds from disposal of discontinued operations                          |      |          |                      |   |                           | 307     |                           |        | (30                                  | )
|Other, net                                              |                                                                            |      |         |                       |   | (9,088                    | )       |                           | 3,391  |                                      |  
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|Net cash provided by (used in) investing activities     |                                                                            |      | (627,338 | )                     |   | (66,120                   | )       |                           | 1,063  |                                      |  
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|Cash flows from financing activities:                   |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|                                                        | Proceeds from issuance of 85/8% Senior Unsecured Fixed Rate Notes due 2012 |      |          | 250,000               |   |                           |        |                           |        |                                     |  
|                                                        | Proceeds from issuance of Senior Unsecured Floating Rate Notes due 2010    |      |          | 205,000               |   |                           |        |                           |        |                                     |  
|                                                        | Proceeds from issuance of 12% Senior Discount Notes due 2014               |      |          | 169,918               |   |                           |        |                           |        |                                     |  
|                                                        | Principal payments under capital and financing lease obligations           |      |          |                      |   |                           | (1,807  | )                         |        | (213                                 | )
|                                                        | Change in cash overdrafts                                                  |      |          |                      |   |                           | 3,710   |                           |        |                                     |  
|                                                        | Change in construction payables                                            |      |          |                      |   |                           | (2,234  | )                         |        |                                     |  
|                                                        | Cash portion of preferred dividends                                        |      |          | (9,349                | ) |                           |        |                           |        |                                     |  
|                                                        | Change in intercompany advances                                            |      |          | (992                  | ) |                           | (6,379  | )                         |        | 7,371                                |  
|                                                        | Treasury stock purchases and other                                         |      |          | (281                  | ) |                           |        |                           |        |                                     |  
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|Net cash provided by (used in) financing activities     |                                                                            |      | 614,296  |                       |   | (6,710                    | )       |                           | 7,158  |                                      |  
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|Effect of exchange rate changes on cash and equivalents |                                                                            |      |         |                       |   |                          |         |                           | (615   | )                                    |  
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|Net increase in cash and equivalents                    |                                                                            |      |         |                       |   | 54,375                    |         |                           | 9,013  |                                      |  
|Cash and equivalents at beginning of period             |                                                                            |      |         |                       |   | 304,409                   |         |                           | 28,839 |                                      |  
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  
|Cash and equivalents at end of period                   |                                                                            | $    |         |                       | $ | 358,784                   |         | $                         | 37,852 |                                      | $
|                                                        |                                                                            |      |          |                       |   |                           |         |                           |        |                                      |  

22

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NOTE 13COMMITMENTS AND CONTINGENCIES

The hurricane events of September 2005 in the Gulf States region of the United States impacted five of the Company's theatres totaling 68 screens located
in the New Orleans, Louisiana area. All have reopened. The Company carries substantial all risk property insurance coverage, including windstorm coverage, for which all loss or damage arising out of
any one occurrence shall be adjusted as one loss, net of any applicable deductible. The Company also carries business interruption insurance. The Company has received, insurance proceeds of $5,000,000
through December 29, 2005 for casualty losses and business interruption and has classified them as other income, net of amounts recorded for asset loss. As of December 29, 2005, the
claim is not final.

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 violate the ADA and related regulations. The Department alleged that 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.

On
November 20, 2002 the trial court entered summary judgment in favor of the Justice Department on the line of sight aspects of this case. The trial court ruled that wheelchair
spaces located solely on the sloped floor portion of the stadium-style auditoriums fail to provide lines of sight comparable to the general public. The trial court did not address specific changes
that might be required of the Company's existing stadium-style auditoriums, holding thatper serules are simply not possible because the requirements
of comparable lines of sight will vary based on theatre layout. The Company filed a request for interlocutory appeal on January 23, 2003. The trial court denied its request but postponed any
further line of sight proceedings pending the Ninth Circuit's and eventually the United States Supreme Court's ruling in a case with similar facts and issues,Oregon Paralyzed
Veterans of America v. Regal Cinemas, Inc. InRegal, the Oregon District Court held that the exhibitor had provided comparable
lines of sight to its wheelchair-bound patrons. On August 13, 2003, the Ninth Circuit Court of Appeals reversed the decision of the Oregon District Court. On June 28, 2004, the Supreme
Court
denied certiorari in theRegalcase. The parties briefed their positions on the issue of proper remedies on November 14, 2005 and filed reply
briefs on December 12, 2005.

On
January 10, 2006, the trial court ruled in favor of the Department regarding the appropriate remedy in the line of sight aspects of this case. In its decision, the court issued
a comprehensive order regarding line of sight and other related remedies, which covers the remaining line of sight issues at the majority of the Company's existing and all of its future construction
stadium-style theatres nationwide, as well as other related forms of relief sought by the United States in this action.

The
Company estimates that the cost of the betterments related to the remedies for line of sight violations of the ADA will be $20 million, which is expected to be incurred over
the term of the court's order of 5 years. Additionally, the order calls for payments of $300,000 to the United States and individual complainants. The Company plans to appeal the court's order.

The
Company previously recorded a liability related to estimated losses for the Department of Justice line of sight aspect of the case in the amount of $179,350 (comprised primarily of
compensatory damages and the civil penalty) and had estimated the range of loss to be between $179,350 and $273,938. As a result of the new order the loss is estimated to be between $349,350 and
$443,938. Accordingly, the Company has increased the related liability to $349,350.

23

---



On
January 21, 2003, the trial court entered summary judgment in favor of the Department on non-line of sight aspects of the case, which involve such matters as
parking areas, signage, ramps, location of toilets, counter heights, ramp slopes, companion seating and the location and size of handrails. In its non-line of sight decision, the trial
court concluded that the Company has violated numerous sections of the ADA and engaged in a pattern and practice of violating the ADA.

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 twelve of its stadium-style theatres and to survey and make required betterments for its patrons with disabilities at 139 stadium-style theatres and at certain theatres AMCE may open in the future.
The Company estimates that the cost of these betterments will be $42.3 million, which is expected to be incurred over the remaining term of the consent order of 3.5 years. Through
December 29, 2005 the Company has incurred approximately $5.9 million of these costs. 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.

Derivative Suits.On July 22, 2004, two lawsuits purporting to be class actions were filed in the Court of Chancery of
the State of Delaware, one naming the Company, the Company's directors, Apollo Management and certain entities affiliated with Apollo as defendants and the other naming the Company, the Company's
directors, Apollo Management and Holdings as defendants. Those actions were consolidated on August 17, 2004. The plaintiffs in the consolidated action filed an amended complaint in the Chancery
Court on October 22, 2004 and moved for expedited proceedings on October 29, 2004.

On
July 23, 2004, three more lawsuits purporting to be class actions were filed in the Circuit Court of Jackson County, Missouri, each naming the Company and the Company's
directors as defendants. These lawsuits were consolidated on September 27, 2004. The plaintiffs in the consolidated action filed an amended complaint in the Circuit Court of Jackson County on
October 29, 2004. The Company filed a motion to stay the case in deference to the prior-filed Delaware action and separate motion to dismiss the case in the alternative on November 1,
2004.

In
both the Delaware action and the Missouri action, the plaintiffs generally allege that the individual defendants breached their fiduciary duties by agreeing to the Merger, that the
transaction is unfair to the minority stockholders of the Company, that the merger consideration is inadequate and that the defendants pursued their own interests at the expense of the stockholders.
The lawsuits seek, among other things, to recover unspecified damages and costs and to enjoin or rescind the Merger and related transactions.

On
November 23, 2004, the parties in this litigation entered into a Memorandum of Understanding providing for the settlement of both the Missouri action and Delaware action.
Pursuant to the terms of the Memorandum of Understanding, the parties agreed, among other things, that: (i) Holdings would waive Section 6.4(a)(C) of the merger agreement to permit the
Company to provide non-public information to potential interested parties in response to any bona fide unsolicited written acquisition proposals by such parties (which it did),
(ii) the Company would make certain disclosures requested by the plaintiff in the proxy statement and the related Schedule 13E-3 in connection with the special meeting to
approve the Merger (which it did) and (iii) the Company would pay (which it did), on behalf of the defendants, fees and expenses of plaintiffs' counsel of approximately $1.7 million (of
which the Company has recovered $825,000 through its directors and officers insurance policy). In reaching this settlement, the Company confirmed to the plaintiffs that Lazard and Goldman Sachs had
each been provided with financial information included in the Company's earnings press release, issued on the same date as the announcement of the merger agreement. The Memorandum of Understanding
also provided for the dismissal of the Missouri action and the Delaware action with prejudice and release of all related claims against the Company, the other defendants and their respective
affiliates. Both the Delaware and Missouri courts approved the settlements and both cases were dismissed with prejudice in December 2005.

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 suppliers and other legal proceedings. If management believes that a loss arising from these actions is

24

---



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.

American Multi-Cinema, Inc. v. Midwest Drywall Company, Inc., Haskell Constructors, Ltd. etal.(Case
No. 00CV84908, Circuit Court of Platte County, Missouri) andAmerican Multi-Cinema, Inc. v. Bovis Construction Corp. et al.(Civil Action
No. 0207139, Court of Common Pleas of Bucks County, Pennsylvania). The Company is the plaintiff in these and related suits in which it seeks to recover damages from the construction manager,
the architect, certain fireproofing applicators and other parties to correct the defective application of certain fireproofing materials at 21 theatres. The Company currently estimates its claim for
repair costs at these theatres will aggregate approximately $33.6 million of which it has expended approximately $27.4 million through December 29, 2005. The remainder is for
projected costs of repairs yet to be performed. The Company also is seeking additional damages for lost profits, interest and legal and other expenses incurred.

Certain
parties to the Missouri litigation have filed counterclaims against the Company, including Ammon Painting Company, Inc. which asserts claims to recover monies for services
provided in an amount not specified in the pleadings but which it has expressed in discovery to aggregate to approximately $950,000. The Company currently estimates that its claim against Ammon is for
approximately $8,000,000. Based on presently available information, the Company does not believe such matters will have a material adverse effect on its results of operations, financial condition or
liquidity.

The
Company has received settlement payments from various parties in connection with this matter of $935,000, $2,610,000 and $925,000 during fiscal 2006, 2005 and 2004, respectively.
Gain contingencies are recognized upon receipt.

NOTE 14NEW ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB agreed to issue FASB Staff Position (FSP) No. 123(R)-4,Classification of Options and
Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event, which requires companies to consider the
probability of the occurrence of a contingent event that is outside the employees' control (i.e., change in control, or death or disability) in determining the classification of an employee stock
option or similar instrument under FASB Statement No. 123(R),Share-Based Payment, where the award requires or permits cash settlement upon the
contingent event. The FSP requires companies to classify employee stock options and similar instruments with contingent cash settlement features as equity awards provided the contingent event that
permits or requires cash settlement is not considered probable of occurring. As the Company has already adopted SFAS 123(R), it will be required to apply the guidance in the first reporting
period beginning after the date the final FSP is posted to the FASB website and would be required to apply the proposed guidance retrospectively to prior-period results to which SFAS 123(R) was
applied. The Company estimates this proposal will increase losses from continuing operations, before income taxes, by $3.1 million, reduce other long-term liabilities by
$3.5 million and increase additional paid-in capital by $6.6 million as of and for the thirty-nine weeks ended December 29, 2005.

In
October 2005, the FASB issued FASB Staff Position (FSP) 13-1,Accounting for Rental Costs Incurred during a Construction
Period. FSP 13-1 clarifies there is no distinction between the right to use a leased asset during the construction period and the right to use that asset after the
construction period. Accordingly, the Company will no longer be able to capitalize rental costs during the construction period

25

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and
will begin expensing them as preopening expense prior to the theatre opening date. This FSP is effective for the first reporting period beginning after December 15, 2005. The Company will
adopt this FSP during the fourth quarter of fiscal 2006 which will result in prospective recognition of preopening expense during the "rent holiday".

In
May 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections a replacement of APB Opinion No. 20 and FASB Statement
No. 3(SFAS 154), which requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable
to determine either the period-specific effects or the cumulative effect of the change. It also requires that a change in depreciation, amortization, or depletion method for long-lived,
nonfinancial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. The Company is not currently contemplating an accounting change which would be
impacted by SFAS 154.

In
March 2004, the FASB issued Emerging Issues Task Force Issue No. 03-1,The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain
Investments("EITF 03-1"). EITF 03-1 includes new guidance for evaluating and recording impairment losses on debt and equity investments,
as well as new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB issued Staff Position EITF
Issue 03-1-1, which delays the effective date until additional guidance is issued for the application of the recognition and measurement provisions of
EITF 03-1 to investments in securities that are impaired. The Company does not believe that the adoption of EITF 03-1 will have a material impact on its financial
condition or results of operations.

NOTE 15SUBSEQUENT EVENTS

Merger with Loews

On June 20, 2005, Holdings entered into a merger agreement with LCE Holdings, Inc. ("LCE Holdings"), the parent of Loews Cineplex
Entertainment Corporation ("Loews"), pursuant to which LCE Holdings merged with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews merged
with and into the Company, with the Company continuing after the merger. The transaction closed on January 26, 2006. Upon completion of the mergers, the existing stockholders of Holdings hold
approximately 60% of its outstanding capital stock, and the existing stockholders of LCE Holdings, including affiliates of Bain Capital Partners, LLC, The Carlyle Group and Spectrum
Equity Investors, hold approximately 40% of the outstanding capital stock of Holdings. The Company expects to pay costs and incur expenses related to this transaction, including one-time
termination benefits, of approximately $80,000,000.

Financing Transactions

In connection with the merger with Loews, on January 26, 2006, AMCE entered into the following financing transactions:



In
addition, certain subsidiaries acquired in the merger with Loews have approximately $107 million of borrowings under the Cinemex Credit Facility and $30 million in
capital and financing lease obligations.

26

---



The
proceeds of the financing transactions were used to repay amounts outstanding under the Loews facility, to fund the tender offer, to pay related fees and expenses, and to pay fees
and expenses related to the merger.

New Credit Facility

The new senior secured credit facility is with a syndicate of banks and other financial institutions and will provide financing of up to $850.0 million,
consisting of a $650.0 million term loan facility with a maturity of seven years and a $200.0 million revolving credit facility with a maturity of six years. The revolving credit
facility will include borrowing capacity available for Mexican peso-denominated revolving loans, for letters of credit and for swingline borrowings on same-day notice.

Borrowings
under the new senior secured credit facility bear interest at a rate equal to an applicable margin plus, at the Company's option, either a base rate or LIBOR. The initial
applicable margin for borrowings under the revolving credit facility is 0.75% with respect to base rate borrowings and 1.75% with respect to LIBOR borrowings, and the initial applicable margin for
borrowings under the term loan facility is 1.50% with respect to base rate borrowings and 2.125% with respect to LIBOR borrowings. The applicable margin for such borrowings may be reduced, subject to
the Company attaining certain leverage ratios. In addition to paying interest on outstanding principal under the new senior secured credit facility, the Company is required to pay a commitment fee to
the lenders under the revolving credit facility in respect of the unutilized commitments thereunder at a rate equal to 0.375% (subject to reduction upon attainment of certain leverage ratios). The
Company will also pay customary letter of credit fees. The Company may voluntarily repay outstanding loans under the new senior secured credit facility at any time without premium or penalty, other
than customary "breakage" costs with respect to LIBOR loans. The Company is required to repay $1,625,000 of the term loan quarterly, beginning March 31, 2006 through September 30, 2012,
with any remaining balance due on January 26, 2013.

All
obligations under the new senior secured credit facility are guaranteed by each of the Company's wholly-owned domestic subsidiaries. All obligations under the new senior secured
credit facility, and the guarantees of those obligations (as well as cash management obligations and any interest hedging or other swap agreements), are secured by substantially all of the Company's
assets as well as those of each subsidiary guarantor.

The
new senior secured credit facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company's ability, and the ability of the
Company's subsidiaries, to sell assets; incur additional indebtedness; prepay other indebtedness (including the Notes); pay dividends and distributions or repurchase its capital stock; create liens on
assets; make investments; make certain acquisitions; engage in mergers or consolidations; engage in certain transactions with affiliates; amend certain charter documents and material agreements
governing subordinated indebtedness, including the Notes; change the business conducted by it and its subsidiaries; and enter into agreements that restrict dividends from subsidiaries.

In
addition, the new senior secured credit facility requires the Company, commencing with the fiscal quarter ended September 30, 2006, to maintain a maximum net senior secured
leverage ratio as long as the commitments under the revolving credit facility remain outstanding. The new senior secured credit facility also contains certain customary affirmative covenants and
events of default.

Cinemex Credit Facility

In August 2004, Cadena Mexicana de Exhibición S.A. de C.V., a wholly-owned subsidiary of Cinemex and an indirect wholly-owned subsidiary of Loews,
entered into a senior secured credit facility, which remains in place after the consummation of the merger with Loews. The initial amount drawn under the Cinemex senior secured credit facility was one
billion Mexican pesos (approximately $90.0 million as of August 16, 2004). Cinemex drew the peso equivalent of $10.0 million in August 2005 under the delayed draw feature
of its senior secured credit facility. In December 2005, Cadena Mexicana entered into an amended and restated senior secured revolving credit facility which provides for an available revolving

27

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credit
line of the peso equivalent of $25.0 million with Banco Inbursa, S.A. and Scotiabank Inverlat, S.A. (the revolving credit facility is peso-denominated debt). All
obligations of Cadena Mexicana under the Cinemex senior secured credit facility and revolving credit facility are guaranteed by Cinemex and each existing and future operating subsidiary of Cadena
Mexicana, except for specified excluded subsidiaries.

The
Cinemex borrowings are non-recourse to Loews, and thus, are non-recourse to AMCE. Interest on the Cinemex term loan is payable in arrears on a monthly basis at the Interbank
Equilibrium Interest Rate (Tasa de Interes Interbancaria de Equilibrio) for a period of 28 days (the TIIE rate), plus an applicable margin of 1.50% in years one and two, 1.75% in year three and
2.00% in years four and five. The interest rate on the Cinemex term loan as of December 31, 2005 was 10.55%. This rate was adjusted to 8.5% on approximately $79 million of the Cinemex
borrowings by an interest rate swap entered into on July 28, 2003 and was redesignated as a hedge of the Cinemex senior secured credit facility on August 16, 2004. The interest rate on
the remaining approximately $28 million of the Cinemex borrowings was adjusted to 9.89% by an interest rate swap entered into on August 5, 2005. The Cinemex term loan matures on
August 16, 2009 and will amortize beginning on February 16, 2007 in installments ranging from 10% to 30% per annum over the five-year period.

The
Cinemex senior secured credit facilities contain customary affirmative and negative covenants with respect to Cadena Mexicana and each of the guarantors and, in certain instances,
Cadena Mexicana's subsidiaries that are not guarantors, as defined in the credit agreement. Affirmative covenants include the requirement to furnish periodic financial statements and ensure that the
obligations of Cadena Mexicana and the guarantors under the Cinemex senior secured credit facilities rank at least pari passu with all existing debt of such parties. Negative covenants include
limitations on disposition of assets, capital expenditures, dividends and additional indebtedness and liens. The senior secured credit facilities also include certain financial covenants, including,
without limitation, a maximum total leverage ratio, a maximum total net debt to equity ratio, a minimum interest coverage ratio, a maximum true-lease adjusted leverage ratio and a minimum consolidated
net worth requirement.

Capital and Financing Lease Obligations

In connection with the merger with Loews, we will become the obligor on approximately $30.0 million in additional capital and financing lease obligations
assumed from Loews.

11% Senior Subordinated Notes due 2016

The Notes were issued under an indenture, dated January 26, 2006 (the "Indenture"), with HSBC Bank USA, National Association, as trustee, will bear
interest at a rate of 11% per annum, payable on February 1 and August 1 of each year (commencing on August 1, 2006), and have a maturity date of February 1, 2016.

The
Notes are general unsecured senior subordinated obligations of the Company, fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by each of the
Company's existing and future domestic restricted subsidiaries that guarantee the Company's other indebtedness.

The
Company may redeem some or all of the Notes at any time on or after February 1, 2011 at 105.5% of the principal amount thereof, declining ratably to 100% of the principal
amount thereof on or after February 1, 2014. In addition, the Company may redeem up to 35% of the aggregate principal amount of the notes using net proceeds from certain equity offerings
completed on or prior to February 1, 2009. If the Company experiences a change of control (as defined in the Indenture), AMCE will be required to make an offer to repurchase the Notes at a
price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

The
Indenture contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates and mergers and sales of assets. The Indenture
also contains provisions subordinating the Company's obligations under the Notes to the Company's obligations under its senior secured credit facility and other senior indebtedness. These include a
provision that applies if there is a payment default under the senior secured credit facility or other senior indebtedness and one that applies

28

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if
there is a non-payment default that permits acceleration of indebtedness under the senior secured credit facility. If there is a payment default with respect to the senior secured
credit facility or other senior indebtedness, generally no payment may be made on the Notes until such payment default has been cured or waived or such senior indebtedness had been discharged or paid
in full. If there is a non-payment default under the senior secured credit facility, or with respect to designated senior indebtedness (as defined in the Indenture), if any, that would
permit the lenders to accelerate the maturity date of the Company's existing senior secured credit facility or any such designated senior indebtedness, no payment may be made on the Notes for a period
(a "payment blockage period") commencing upon the receipt by the indenture trustees for the existing subordinated notes of the Company of notice of such default and ending up to 179 days
thereafter. Not more than one payment blockage period may be commenced during any period of 365 consecutive days. The Company's failure to make payment on the Notes when due or within any applicable
grace period, whether or not occurring under a payment blockage period, will be an event of default with respect to the Notes.

The
Notes and the guarantees have not been registered under the Securities Act and may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. Pursuant to a registration rights agreement, dated January 26, 2006 (the "Registration Rights Agreement"), among the Company, the guarantors
and the initial purchasers of the Notes, the Company and the guarantors have agreed to file a registration statement with respect to an offer to exchange the Notes for a new issue of
substantially identical debt securities registered under the Securities Act on or prior to 120 days after the issue date of the Notes.

Amended and Restated Fee Agreement

In connection with the merger with Loews, on January 26, 2006, Holdings, AMCE and its five Sponsors entered into an Amended and Restated Fee Agreement (the
"Management Fee Agreement"), which replaces the December 20, 2004 fee agreement among Holdings, AMCE, and its pre-existing Sponsors. The Management Fee Agreement provides for an
annual management fee of $5.0 million, payable quarterly and in advance to each Sponsor, on a pro rata basis, for the twelve year duration of the agreement, as well as reimbursements for each
Sponsor's respective out-of-pocket expenses in connection with the management services provided under the Management Fee Agreement.

In
addition, the Management Fee Agreement will provide for reimbursements by Holdings and AMCE to the Sponsors for their out-of-pocket expenses, and by AMCE to
Holdings of up to $3.5 million for fees payable by Holdings in any single fiscal year in order to maintain AMCE's corporate existence, corporate overhead expenses and salaries or other
compensation of certain employees.

Upon
the consummation of a change in control transaction or an IPO, 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.

The
Management Fee Agreement also provides that AMCE 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.

Disposition of Iberia Operations

Subsequent to December 29, 2005, the Company agreed to sell its interests in AMC Entertainment España S.A., which owns and operates 4
theatres with 86 screens in Spain, and Actividades Multi-Cinemas E Espectáculos, LDA, which owns and operates 1 theatre with 20 screens in Portugal. Sales of
the two entities are part of one pending transaction, which is expected to close late in the Company's fourth fiscal quarter of 2006 or the first fiscal quarter of 2007 and is subject to customary
closing conditions for transactions of this type, including approval from relevant anti-trust authorities.

29

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

Forward Looking Statements

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical facts, included in this Annual Report on Form 10-Q regarding the prospects of our industry and our
prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar
terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct.
All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement. Important factors that could cause actual results to differ materially from our expectations include, among others: (i) the cost and availability of films and the performance of
films licensed by us; (ii) competition, including the introduction of alternative forms of entertainment; (iii) construction delays; (iv) the ability to open or close theatres and
screens as currently planned; (v) the ability to sub-lease vacant retail space; (vi) domestic and international political, social and economic conditions;
(vii) demographic changes; (viii) increases in the demand for real estate; (ix) changes in real estate, zoning and tax laws; (x) unforeseen changes in operating
requirements; (xi) our ability to identify suitable acquisition candidates and successfully integrate acquisitions into our operations, including the integration of Loews Cineplex Entertainment
Corporation and the achievement of estimated cost savings and synergies as a result of the Mergers on a timely basis; (xii) results of significant litigation; and (xiii) our ability to
enter into various financing programs. Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

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 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.

Overview

AMCE is one of the world's leading theatrical exhibition companies. As of December 29, 2005, we owned, operated or had interests in 244 theatres with a
total of 3,690 screens, with 91%, or 3,363, of our screens in the U.S. and Canada, and 9%, or 327, of our screens in Argentina, Brazil, Chile, Uruguay, France, Portugal, Spain and the United Kingdom.
We disposed of our only theatre in Hong Kong on January 5, 2006 and entered into a license agreement with the purchaser for continued use of our trademark.

We
completed a merger (the "Merger") on December 23, 2004 in which Marquee Holdings Inc. ("Holdings") acquired AMCE. The Merger was treated as a purchase with Holdings
being the "accounting acquirer" in accordance with Statement of Financial Accounting Standards No. 141Business Combinations. As a result, the
Successor applied the purchase method of accounting to the separable assets, including goodwill, and liabilities of the accounting acquiree, AMCE, as of December 23, 2004, the merger date.

The
consolidated financial statements presented herein are those of the accounting acquiror for the thirteen and thirty-nine week periods ended December 29, 2005, and those of its
predecessor, AMCE, for the thirteen and thirty-nine week periods ended December 30, 2004. A separate discussion of Holdings is not presented herein since AMCE is representative of Holdings'
operations. "We" refers to AMCE for purposes of Item 2. of this Quarterly Report on Form 10-Q.

Holdings
is a holding company with no operations of its own and has one direct subsidiary, AMCE. Following the consummation of the Merger on December 23, 2004, AMCE became a
privately held company, wholly owned by Holdings. Holdings is wholly owned by J.P. Morgan Partners L.P., Apollo

30

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Investment
Fund V, L.P. (the "Sponsors"), other co-investors and certain members of management. Our principal directly owned subsidiaries are American
Multi-Cinema, Inc. ("AMC") and AMC Entertainment International, Inc. ("AMCEI"). We conduct our U.S. and Canada theatrical exhibition business through AMC and its subsidiaries and AMCEI
and its subsidiaries. We are operating theatres outside the United States primarily through AMCEI and its subsidiaries

On
March 29, 2005, the Company and another exhibitor combined their respective cinema screen advertising businesses into a new joint venture company called National CineMedia, LLC
("NCM"). The new company engages in the marketing and sale of cinema advertising and promotions products; business communications and training services; and the distribution of digital alternative
content. We contributed fixed assets and exhibitor agreements to NCM. Additionally, we paid termination benefits related to the displacement of certain National Cinema Network, Inc. ("NCN")
associates. In consideration of the NCN contributions described above NCM issued a 37% interest in its Class A units to NCN. Since that date, NCN's interest has declined to 29% due to the entry
of new investors.

On
June 20, 2005, Holdings entered into a merger agreement with LCE Holdings, Inc. ("LCE Holdings"), the parent of Loews Cineplex Entertainment Corporation
("Loews"), pursuant to which LCE Holdings merged with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews merged with and into AMCE, with
AMCE continuing after the merger. The transactions closed on January 26, 2006. Upon completion of the mergers, the existing stockholders of Holdings hold approximately 60% of its outstanding
capital stock, and the existing stockholders of LCE Holdings, including affiliates of Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors, hold approximately 40%
of the outstanding capital stock of Holdings.

In
connection with the merger with Loews, on January 26, 2006, AMCE entered into the following financing transactions:



In
addition, certain subsidiaries acquired in the merger with Loews have approximately $107 million of borrowings under the Cinemex Credit Facility and $30 million in
capital and financing lease obligations.

The
proceeds of the financing transactions were used to repay amounts outstanding under the Loews Facility, to Fund the Tender Offer, to pay related fees and expenses, and to pay fees
and expenses related to the Merger.

On
June 30, 2005, we sold one of our wholly-owned subsidiaries Japan AMC Theatres Inc., including four of our five theatres in Japan. We sold our remaining Japan theatre on
September 1, 2005. The operations and cash flows of the Japan theatres have been eliminated from our ongoing operations as a result of the disposal transactions. We do not have any significant
continuing involvement in the operations of the Japan theatres. The results of operations of the Japan theatres have been classified as discontinued operations, and information presented for all
periods reflects the new classification. The operations of the Japan theatres were previously reported in our International theatrical exhibition operating segment.

31

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For
financial reporting purposes we have three segments, U.S. and Canada theatrical exhibition (formerly, North American theatrical exhibition), International theatrical exhibition and
Other, with the most significant activity in Other related to on-screen advertising.

Our
U.S. and Canada and International theatrical exhibition revenues are generated primarily from box office admissions and theatre concession sales. The balance of our revenues are
generated from ancillary sources, including on-screen advertising, rental of theatre auditoriums, fees and other revenues generated from the sale of gift certificates and theatre tickets
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 receipts. 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 2005, films licensed from our ten largest distributors based on revenues accounted for approximately 91% 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 2004, 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 490 in 1998, according to the Motion Picture Association of America. During 2004, 475 first-run motion pictures were released by distributors in the United States.

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 believe our introduction of the megaplex concept in 1995 has led to the current industry replacement cycle, which has accelerated the obsolescence of older, smaller theatres by
setting new standards for moviegoers. From 1995 through December 29, 2005, we added 120 theatres with 2,479 new screens, acquired 98 theatres with 954 screens and disposed of
206 theatres with 1,673 screens. As of December 29, 2005, approximately 74%, or 2,723, of our screens were located in megaplex theatres.

32

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Thirteen Weeks Ended December 29, 2005 compared to the Unaudited Pro Forma Thirteen Weeks Ended December 30, 2004

As a result of the December 23, 2004 merger described above, our Predecessor does not have financial results for the one week period ended
December 30, 2004. In order to present Management's Discussion and Analysis in a way that offers investors a meaningful period to period comparison, we have combined the prior year Predecessor
Theatrical Exhibition and Other operating information (12 weeks) with prior year Successor operating information (1 week), on an unaudited pro forma combined basis. The unaudited pro
forma combined data consist of unaudited Predecessor information for the 12 weeks ended December 23, 2004 and unaudited Successor information for the one week ended December 30,
2004. The pro forma information for the 13 week period ended December 30, 2004 does not purport to represent what our consolidated results of operations would have been if the Successor
had actually began theatrical exhibition operations on October 1, 2004, nor have we made any attempt to either include or exclude expenses or income that would have resulted had the acquisition
actually occurred on October 1, 2004.

33

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Set
forth in the table below is the pro forma summary of revenues, costs and expenses attributable to the Company's U.S. and Canada and International theatrical exhibition operations and
Other businesses, with the most significant activity in Other related to on-screen advertising. Reference is made to Note 10 to the Notes to the Consolidated Financial Statements
for additional information about our operations by operating segment.

|                                                      |                                   | Thirteen Weeks
Ended
December 29, 2005 |         | One Week
Ended
December 30, 2004 |   | Twelve Weeks
Ended
December 23,
2004 |        | Pro Forma
Thirteen Weeks
Ended
December 30,
2004 |         | % Change |  
|----------------------------------------------------- | --------------------------------- | -------------------------------------- | ------- | -------------------------------- | - | ------------------------------------ | ------ | ------------------------------------------------ | ------- | -------- | -
|
|
|Revenues                                              |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|U.S. and Canada theatrical exhibition                 |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      | Admissions                        |                                        | $       | 263,378                          |   | $                                    | 39,006 |                                                  | $       | 235,955  |  
|                                                      | Concessions                       |                                        |         | 104,256                          |   |                                      | 15,696 |                                                  |         | 93,829   |  
|                                                      | Other theatre                     |                                        |         | 22,431                           |   |                                      | 1,734  |                                                  |         | 15,750   |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      |                                   | $                                      | 390,065 |                                  | $ | 56,436                               |        | $                                                | 345,534 |          | $
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|International theatrical exhibition                   |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      | Admissions                        |                                        |         | 13,153                           |   |                                      | 1,481  |                                                  |         | 11,357   |  
|                                                      | Concessions                       |                                        |         | 4,309                            |   |                                      | 446    |                                                  |         | 3,742    |  
|                                                      | Other theatre                     |                                        |         | 822                              |   |                                      | 90     |                                                  |         | 809      |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      |                                   | $                                      | 18,284  |                                  | $ | 2,017                                |        | $                                                | 15,908  |          | $
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|Other                                                 |                                   |                                        | 2,471   |                                  |   | 1,420                                |        |                                                  | 14,235  |          |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      | Total Revenues                    |                                        | $       | 410,820                          |   | $                                    | 59,873 |                                                  | $       | 375,677  |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|Cost of Operations                                    |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|U.S. and Canada theatrical exhibition                 |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      | Film exhibition costs             |                                        | $       | 138,298                          |   | $                                    | 21,065 |                                                  | $       | 124,887  |  
|                                                      | Concession costs                  |                                        |         | 11,166                           |   |                                      | 1,842  |                                                  |         | 11,472   |  
|                                                      | Theatre operating expense         |                                        |         | 98,063                           |   |                                      | 7,997  |                                                  |         | 89,246   |  
|                                                      | Rent                              |                                        |         | 75,661                           |   |                                      | 5,580  |                                                  |         | 67,204   |  
|                                                      | Preopening expense                |                                        |         | 3,515                            |   |                                      | 66     |                                                  |         | 311      |  
|                                                      | Theatre and other closure expense |                                        |         | 386                              |   |                                      | (147   | )                                                |         | 437      |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      |                                   | $                                      | 327,089 |                                  | $ | 36,403                               |        | $                                                | 293,557 |          | $
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|International theatrical exhibition                   |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      | Film exhibition costs             |                                        |         | 6,515                            |   |                                      | 750    |                                                  |         | 5,585    |  
|                                                      | Concession costs                  |                                        |         | 933                              |   |                                      | 61     |                                                  |         | 755      |  
|                                                      | Theatre operating expense         |                                        |         | 4,601                            |   |                                      | 518    |                                                  |         | 4,902    |  
|                                                      | Rent                              |                                        |         | 5,151                            |   |                                      | 469    |                                                  |         | 6,114    |  
|                                                      | Theatre closure expense           |                                        |         | 24                               |   |                                      |       |                                                  |         |         |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      |                                   | $                                      | 17,224  |                                  | $ | 1,798                                |        | $                                                | 17,356  |          | $
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|Other                                                 |                                   |                                        | 3,319   |                                  |   | 939                                  |        |                                                  | 10,102  |          |  
|Theatre and other closure expense
(included in Other) |                                   |                                        |        |                                  |   | 279                                  |        |                                                  |        |          |  
|General and administrative expense:                   |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      | Merger and acquisition costs      |                                        |         | 281                              |   |                                      | 20,000 |                                                  |         | 38,889   |  
|                                                      | Management Fee                    |                                        |         | 500                              |   |                                      |       |                                                  |         |         |  
|                                                      | Other                             |                                        |         | 10,131                           |   |                                      | 1,365  |                                                  |         | 3,402    |  
|Restructuring charge                                  |                                   |                                        | 27      |                                  |   |                                     |        |                                                  |        |          |  
|Depreciation and amortization                         |                                   |                                        | 36,655  |                                  |   | 3,158                                |        |                                                  | 29,181  |          |  
|Disposition of assets and other gains                 |                                   |                                        | (297    | )                                |   |                                     |        |                                                  | (320    | )        |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  
|                                                      | Total costs and expenses          |                                        | $       | 394,929                          |   | $                                    | 63,942 |                                                  | $       | 392,167  |  
|                                                      |                                   |                                        |         |                                  |   |                                      |        |                                                  |         |          |  

34

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|                                |                                                     | Thirteen Weeks
Ended
December 29, 2005 |        | One Week
Ended
December 30, 2004 |       | Twelve Weeks
Ended
December 23,
2004 |        | Pro Forma
Thirteen Weeks
Ended
December 30,
2004
|------------------------------- | --------------------------------------------------- | -------------------------------------- | ------ | -------------------------------- | ----- | ------------------------------------ | ------ | ------------------------------------------------
|
|
|Operating Data (at period end): |                                                     |                                        |        |                                  |       |                                      |        |                                                 
|                                | Screen additions                                    |                                        | 76     |                                  |      |                                      | 12     |                                                 
|                                | Screen dispositions                                 |                                        | 29     |                                  |      |                                      |       |                                                 
|                                | Average screens
continuing operations(1)           |                                        | 3,472  |                                  |      |                                      |       |                                                 
|                                | Number of screens operated                          |                                        | 3,690  |                                  |      |                                      |       |                                                 
|                                | Number of theatres operated                         |                                        | 244    |                                  |      |                                      |       |                                                 
|                                | Screens per theatre                                 |                                        | 15.1   |                                  |      |                                      |       |                                                 
|                                | Attendance
continuing operations(1)
(in thousands) |                                        | 40,203 |                                  | 6,114 |                                      | 37,033 |                                                 

---

Revenues.Total revenue decreased 5.7%, or $24,730,000, during the thirteen weeks ended December 29,
2005 compared to the pro forma thirteen weeks ended December 30, 2004.

U.S.
and Canada theatrical exhibition revenues decreased 3.0% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30,
2004. Admissions revenues decreased 4.2% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to a 7.5% decrease in
total attendance and an 8.8% decrease in attendance at comparable theatres or those opened on or before the third quarter of fiscal 2005, partially offset by a 3.5% increase in average ticket price.
Industry-wide box office declined 2%, with attendance estimated to be down 6% and average ticket prices estimated to be up approximately 5%. The year over year comparison of our U.S. and
Canada admissions revenues and industry-wide box office was impacted by higher levels of new screen growth by the industry, higher average ticket price increases by the industry as a whole
and a reduction in attendance at our theatres in the New Orleans market due to Hurricane Katrina. In addition, our year over year comparison was affected by a change in genre mix of pictures. We
opened 6 theatres with 92 screens and closed 6 theatres with 51 screens since December 30, 2004. Five of these theatres, with 76 screens,
were opened near the end of our third fiscal quarter. The increase in average ticket price was primarily due to our practice of periodically reviewing ticket prices and the discounts we offer and
making selective adjustments based upon such factors as general inflationary trends and conditions in local markets. Concessions revenues decreased 4.8% during the thirteen weeks ended
December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to the decrease in attendance, partially offset by a 2.9% increase in average concessions per
patron related to price increases and an increase in units sold per patron. Other theatre revenues increased 23.9% during the thirteen weeks ended December 29, 2005 compared to the pro forma
thirteen weeks ended December 30, 2004. Included in other theatre revenues are our share of on-screen advertising revenues generated by NCN and NCM. The increase in other theatre
revenues was primarily due to increases in on-screen advertising revenues.

International
theatrical exhibition revenues increased 2.0% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30,
2004. Admissions revenues increased 2.5% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to a 5.1% increase in
attendance, partially offset by a 2.5% decrease in average ticket price due primarily to a stronger U.S. dollar. Concession revenues increased 2.9% during the thirteen weeks ended December 29,
2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to the increase in attendance, partially offset by a 2.1% decrease in concessions per

35

---



patron
due primarily to the stronger U.S. dollar. International revenues were negatively impacted by a stronger U.S. dollar, although this did not contribute materially to consolidated loss from
continuing operations.

Revenues
from Other decreased 84.2% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to the
contribution of NCN's net assets to NCM on March 29, 2005. The revenues of NCN during fiscal 2006 are related to run-off of customer contracts entered into prior to March 29,
2005. Our share of advertising revenues generated by NCM are included in U.S. and Canada other theatre revenues.

Costs and expenses.Total costs and expenses decreased 13.4% or $61,247,000, during the thirteen weeks ended
December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004.

U.S.
and Canada theatrical exhibition costs and expenses decreased 0.9% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended
December 30, 2004. Film exhibition costs decreased 5.2% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to
the decrease in admissions revenues and a decrease in the percentage of admissions paid to film distributors. As a percentage of admissions, film exhibition costs were 52.5% in the current period as
compared with 53.1% in the pro forma prior period. Concession costs decreased 16.1% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended
December 30, 2004 due to the decrease in concessions
revenues and a decrease in concessions costs as a percentage of concession revenues. As a percentage of concessions revenues, concession costs were 10.7% in the current period compared with 12.2% in
the pro forma prior period. As a percentage of revenues, theatre operating expense was 25.1% in the current period as compared to 24.2% in the pro forma prior period. Rent expense increased 4.0%
during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 primarily due to the opening of new theatres, partially offset by
decreased FF&E rent related to the repurchase of certain leased FF&E assets during the fourth quarter of fiscal 2005. During the thirteen weeks ended December 29, 2005, we recognized $386,000
of theatre and other closure expense due primarily to accretion of the theatre closure liability related to theatres closed during prior periods. During the pro forma thirteen weeks ended
December 30, 2004, we recognized $290,000 of theatre and other closure expense related primarily to previously closed theatres.

International
theatrical exhibition costs and expenses decreased 10.1% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended
December 30, 2004. Film exhibition costs increased 2.8% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to
the increase in admissions revenues and an increase in the percentage of admissions paid to film distributors. As a percentage of admissions revenues, film exhibition costs were 49.5% in the current
period as compared with 49.3% in the pro forma prior period. Concession costs increased 14.3% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended
December 30, 2004 due to the increase in concession revenues and an increase in concession costs as a percentage of revenues from 19.5% to 21.7%. Theatre operating expense decreased 15.1% and
rent expense decreased 21.8% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004. We continually monitor the performance of
our international theatres and factors such as our ability to obtain film product, changing consumer preferences for filmed entertainment in international markets and our ability to sublease vacant
retail space which could negatively impact operating results and result in future closures, sales, dispositions and theatre closure charges prior to expiration of underlying lease agreements.
International theatrical exhibition costs and expenses were positively impacted by a stronger U.S. dollar, although this did not contribute materially to consolidated loss from continuing operations.

Costs
and expenses from Other decreased 69.9% during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004 due to the
contribution of net assets by NCN to NCM.

36

---





Merger and acquisition costs.Merger and acquisition costs decreased $58,608,000 from $58,889,000 to $281,000
during the thirteen weeks ended December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004. The prior year costs were higher primarily due to the costs associated
with our Merger consummated in the third quarter of fiscal 2005. Current year costs are primarily comprised of costs related to our merger with Loews.

Management fees.Management fees increased $500,000 during the current period. Management fees of $250,000 are
paid quarterly, in advance, to two primary shareholders of our parent in exchange for consulting and other services.

Other.Other general and administrative expense increased $5,364,000, during the thirteen weeks ended
December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004, primarily due to a reversal of $5,345,000 of previously recorded expense related to stock-based
compensation during the prior period. The prior period reflected our expectations that certain of the performance measures for fiscal 2005 would not be met and related discretionary awards would not
be made. Accordingly, we reversed our previously recorded expense for fiscal 2005 performance grants during the pro forma thirteen weeks ended December 30, 2004.

Depreciation and Amortization.Depreciation and amortization increased 13.3%, or $4,316,000, during the thirteen weeks ended
December 29, 2005 compared to the pro forma thirteen weeks ended December 30, 2004, due primarily to increased asset values associated with fair value adjustments recorded as a result of
the Merger and the opening of new theatres during the current period.

Disposition of Assets and Other Gains.Disposition of assets and other gains were $297,000 in the current period compared to
$320,000 in the pro forma prior period. The current period includes litigation recoveries related to fireproofing claims of $260,000 and recoveries of miscellaneous deposits. The pro forma prior
period gains primarily relate to a sale of NCN equipment.

Other Income.Other income includes insurance recoveries of $3,032,000 for property losses related to Hurricane Katrina, net
of disposition losses of $346,000, $1,968,000 of business interruption insurance recoveries related to Hurricane Katrina, $1,265,000 of income related to the derecognition of stored value card
liabilities where we believe future redemption to be remote and $44,000 of expense related to the remeasurement of liability-classified shares of common stock.

Interest Expense.Interest expense was $31,502,000, $15,574,000 and $30,357,000 for the Successor period ended
December 29, 2005, the Successor period ended December 30, 2004 and the Predecessor period ended December 23, 2004, respectively. Interest expense of $14,318,000 and $13,223,000
related to the Fixed Notes due 2012, the Floating Notes due 2010 and the Discount Notes due 2014 was recorded for the Successor period ended December 30, 2004 and the Predecessor period ended
December 23, 2004, respectively. The interest on these notes was required to be consolidated into the Predecessor period ended December 23, 2004 as well as the Successor period ended
December 30, 2004
pursuant to FIN 46R. See Note 1Basis of Presentation in the Consolidated Financial Statements for additional information about FIN 46R.

On
August 18, 2004, Marquee issued $250,000,000 of 85/8% senior unsecured fixed rate notes due 2012 ("Fixed Notes due 2012") and $205,000,000 of senior unsecured
floating rate notes due 2010 (Floating Notes due 2010"), the interest rate of which is currently 8.04% per annum. We assumed Marquee's obligations under the Fixed Notes due 2012 and the Floating Notes
due 2010 in the Merger. On August 18, 2004, Holdings issued $304,000,000 aggregate principal amount at maturity of 12% senior discount notes due 2014 ("Discount Notes due 2014") for gross
proceeds of $169,917,760.

Investment Income.Investment loss was $2,539,000 for the Successor period ended December 29, 2005 compared to income
of $2,184,000 and $3,478,000 for the Successor period ended December 30, 2004 and the Predecessor period ended December 23, 2004, respectively. Interest income for the Successor

37

---



period
ended December 29, 2005 compared to the Predecessor period ended December 23, 2004 decreased primarily due to the escrow funds and decreased cash available for investment during
the prior period as compared with the current period. In addition, the interest for the Successor period ended December 30, 2004 is comprised of $2,162,000 of interest income related to the
escrow funds. The interest on these funds was required to be included in the Predecessor period ended December 23, 2004 pursuant to FIN 46R. See Note1 Basis of Presentation
in the Consolidated Financial Statements for additional information about FIN 46R. Equity in losses of non-consolidated entities increased by $2,919,000 from the Predecessor period ended
December 23, 2004 to the Successor period ended December 29, 2005.

Income Tax Provision (Benefit).The benefit for income taxes from continuing operations for the thirteen weeks ended
December 29, 2005 was $(4,700,000). The provision for income taxes from continuing operations for the thirteen week Successor period ended December 30, 2004 was $1,300,000. The Successor
period ended December 30, 2004 included $20,000,000 in Merger costs which were treated as non-deductible. The provision for income taxes from continuing operations for the
Predecessor period ended December 23, 2004 was $700,000 and included $38,889,000 in Merger costs which were treated as non-deductible. The effective tax rates for income taxes from
continuing operations for the current and prior periods were 38.2%, (7.4%) and (1.6%), respectively.

Loss From Discontinued Operations, Net.On June 30, 2005 we sold Japan AMC Theatres, Inc. including four
theatres in Japan with 63 screens. The results of operations of these theatres have been classified as discontinued operations. Additionally, on September 1, 2005 we sold our remaining Japan
theatre with 16 screens and have classified its operations as discontinued operations. The information presented for all periods reflects the new classification. See Note 3 to the Consolidated
Financial Statements for the components of the loss from discontinued operations.

Net Loss for Shares of Common Stock.Loss for shares of common stock for the thirteen week periods were $7,918,000,
$18,564,000 and $136,638,000 for the Successor period ended December 29, 2005, the Successor period ended December 30, 2004 and the Predecessor period ended December 23, 2004,
respectively. Preferred stock dividends of 33,408 shares of Preferred Stock valued at $91,113,000 and accretion of $467,000 was recorded during the Predecessor period ended December 23, 2004.
In connection with the Merger, each outstanding share of Preferred Stock converted into the right to receive $2,727.27 in cash.

Thirty-nine Weeks Ended December 29, 2005 compared to the Unaudited Pro Forma Thirty-nine Weeks Ended December 30, 2004

As a result of the December 23, 2004 merger described above, our Predecessor does not have financial results for the one week period ended
December 30, 2004. In order to present Management's Discussion and Analysis in a way that offers investors a meaningful period to period comparison, we have combined the prior year Predecessor
Theatrical Exhibition and Other operating information (thirty-eight weeks) with prior year Successor operating information (one week), on an unaudited pro forma combined basis. The unaudited pro forma
combined data consist of unaudited Predecessor information for the thirty-eight weeks ended December 23, 2004 and unaudited Successor information for the one week ended December 30,
2004. The pro forma information for the thirty-nine week period ended December 30, 2004 does not purport to represent what our consolidated results of operations would have been if
the Successor had actually been formed on April 1, 2004, nor have we made any attempt to either include or exclude expenses or income that would have resulted had the acquisition actually
occurred on April 1, 2004.

Set
forth in the table below is the pro forma summary of revenues, costs and expenses attributable to the Company's U.S. and Canada and International theatrical exhibition operations and
Other businesses, with the most significant activity in Other related to on-screen advertising. Reference is made to Note 10 to

38

---



the
Notes to the Consolidated Financial Statements for additional information about our operations by operating segment.

|                                                      |                                   | Thirty-nine Weeks
Ended
December 29, 2005 |         | One Week
Ended
December 30, 2004 |  | Thirty-eight
Weeks
Ended
December 23,
2004 |        | Pro Forma
Thirty-nine
Weeks Ended
December 30,
2004 |         | % Change  | 
|----------------------------------------------------- | --------------------------------- | ----------------------------------------- | ------- | -------------------------------- |  | ------------------------------------------ | ------ | --------------------------------------------------- | ------- | --------- | 
|
|
|Revenues                                              |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|U.S. and Canada theatrical exhibition                 |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      | Admissions                        |                                           | $       | 788,018                          |  | $                                          | 39,006 |                                                     | $       | 836,254   | 
|                                                      | Concessions                       |                                           |         | 313,971                          |  |                                            | 15,696 |                                                     |         | 326,086   | 
|                                                      | Other theatre                     |                                           |         | 58,426                           |  |                                            | 1,734  |                                                     |         | 43,306    | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      |                                   |                                           | $       | 1,160,415                        |  | $                                          | 56,436 |                                                     | $       | 1,205,646 | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|International theatrical exhibition                   |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      | Admissions                        |                                           |         | 35,333                           |  |                                            | 1,481  |                                                     |         | 35,945    | 
|                                                      | Concessions                       |                                           |         | 11,606                           |  |                                            | 446    |                                                     |         | 11,517    | 
|                                                      | Other theatre                     |                                           |         | 2,161                            |  |                                            | 90     |                                                     |         | 2,049     | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      |                                   |                                           | 49,100  |                                  |  | 2,017                                      |        |                                                     | 49,511  |           | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|Other                                                 |                                   |                                           | 13,024  |                                  |  | 1,420                                      |        |                                                     | 38,811  |           | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      | Total Revenues                    |                                           | $       | 1,222,539                        |  | $                                          | 59,873 |                                                     | $       | 1,293,968 | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|Cost of Operations                                    |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|U.S. and Canada theatrical exhibition                 |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      | Film exhibition costs             |                                           | $       | 422,886                          |  | $                                          | 21,065 |                                                     | $       | 447,412   | 
|                                                      | Concession costs                  |                                           |         | 33,604                           |  |                                            | 1,842  |                                                     |         | 37,161    | 
|                                                      | Theatre operating expense         |                                           |         | 291,462                          |  |                                            | 7,997  |                                                     |         | 287,283   | 
|                                                      | Rent                              |                                           |         | 221,681                          |  |                                            | 5,580  |                                                     |         | 214,927   | 
|                                                      | Preopening expense                |                                           |         | 4,251                            |  |                                            | 66     |                                                     |         | 1,292     | 
|                                                      | Theatre and other closure expense |                                           |         | 1,317                            |  |                                            | (147   | )                                                   |         | 10,758    | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      |                                   |                                           | 975,201 |                                  |  | 36,403                                     |        |                                                     | 998,833 |           | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|International theatrical exhibition                   |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      | Film exhibition costs             |                                           |         | 17,189                           |  |                                            | 750    |                                                     |         | 17,674    | 
|                                                      | Concession costs                  |                                           |         | 2,263                            |  |                                            | 61     |                                                     |         | 2,564     | 
|                                                      | Theatre operating expense         |                                           |         | 14,363                           |  |                                            | 518    |                                                     |         | 14,556    | 
|                                                      | Rent                              |                                           |         | 15,823                           |  |                                            | 469    |                                                     |         | 17,281    | 
|                                                      | Theatre closure expense           |                                           |         | 73                               |  |                                            |       |                                                     |         |          | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      |                                   |                                           | 49,711  |                                  |  | 1,798                                      |        |                                                     | 52,075  |           | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|Other                                                 |                                   |                                           | 14,501  |                                  |  | 939                                        |        |                                                     | 31,440  |           | 
|Theatre and other closure expense
(included in Other) |                                   |                                           |        |                                  |  | 279                                        |        |                                                     |        |           | 
|General and administrative expense:                   |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      | Merger and acquisition costs      |                                           |         | 2,926                            |  |                                            | 20,000 |                                                     |         | 42,732    | 
|                                                      | Management Fee                    |                                           |         | 1,500                            |  |                                            |       |                                                     |         |          | 
|                                                      | Other                             |                                           |         | 28,330                           |  |                                            | 1,365  |                                                     |         | 33,908    | 
|Restructuring charge                                  |                                   |                                           | 3,935   |                                  |  |                                           |        |                                                     |        |           | 
|Depreciation and amortization                         |                                   |                                           | 112,122 |                                  |  | 3,158                                      |        |                                                     | 90,259  |           | 
|Disposition of assets and other gains                 |                                   |                                           | (1,067  | )                                |  |                                           |        |                                                     | (2,715  | )         | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 
|                                                      | Total costs and expenses          |                                           | $       | 1,187,159                        |  | $                                          | 63,942 |                                                     | $       | 1,246,532 | 
|                                                      |                                   |                                           |         |                                  |  |                                            |        |                                                     |         |           | 

39

---



|                                |                                                     | Thirty-nine Weeks
Ended
December 29, 2005 |         | One Week
Ended
December 30, 2004 |       | Thirty-eight
Weeks
Ended
December 23,
2004 |         | Pro Forma
Thirty-nine
Weeks Ended
December 30,
2004
|------------------------------- | --------------------------------------------------- | ----------------------------------------- | ------- | -------------------------------- | ----- | ------------------------------------------ | ------- | ---------------------------------------------------
|
|
|Operating Data (at period end): |                                                     |                                           |         |                                  |       |                                            |         |                                                    
|                                | Screen additions                                    |                                           | 92      |                                  |      |                                            | 44      |                                                    
|                                | Screen dispositions                                 |                                           | 116     |                                  |      |                                            | 28      |                                                    
|                                | Average screens
continuing operations(1)           |                                           | 3,456   |                                  |      |                                            |        |                                                    
|                                | Number of screens operated                          |                                           | 3,690   |                                  |      |                                            |        |                                                    
|                                | Number of theatres operated                         |                                           | 244     |                                  |      |                                            |        |                                                    
|                                | Screens per theatre                                 |                                           | 15.1    |                                  |      |                                            |        |                                                    
|                                | Attendance
continuing operations(1)
(in thousands) |                                           | 119,858 |                                  | 6,114 |                                            | 131,030 |                                                    

---

Revenues.Total revenues decreased 9.7%, or $131,302,000, during the thirty-nine weeks ended
December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004.

U.S.
and Canada theatrical exhibition revenues decreased 8.1% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine
weeks ended December 30, 2004. Admissions revenues decreased 10.0% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine
weeks ended December 30, 2004, due to a 12.8% decrease in total attendance and a 13.8% decrease in attendance at comparable theatres or those opened on or before the first quarter of fiscal
2005, partially offset by a 3.3% increase in average ticket price. Industry-wide box office declined 6%, with attendance estimated to be down over 10% and average ticket prices estimated
to be up approximately 5%. The year over year comparison of our U.S. and Canada admissions revenues and industry-wide box office was impacted by higher levels of new screen growth by the
industry, higher average ticket price increases by the industry as a whole and a reduction in attendance at our theatres in the New Orleans market due to Hurricane Katrina. In addition, our year over
year comparison was affected by a change in genre mix of pictures. We opened 6 theatres with 92 screens and closed 6 theatres with 51 screens since December 30, 2004. The increase in average
ticket price was primarily due to our practice of periodically reviewing ticket price and the discounts we offer and making selective adjustments based upon such factors as general inflationary trends
and conditions in local markets. Concessions revenues decreased 8.1% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks
ended December 30, 2004 due to the decrease in attendance, partially offset by a 5.4% increase in average concessions per patron related to price increases and an increase in units sold per
patron. Other theatre revenues increased 28.0% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30,
2004. Included in other theatre revenues are our share of on-screen advertising revenues generated by NCN and NCM. The
increase in other theatre revenues was primarily due to increases in on-screen advertising revenues.

International
theatrical exhibition revenues decreased 4.7% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine
weeks ended December 30, 2004. Admissions revenues decreased 5.6% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks
ended December 30, 2004 due to an 8.2% decrease in attendance impacted by overall popularity of film product and a stronger U.S. dollar, partially offset by a 2.8% increase in average ticket
price. Concession revenues decreased 3.0% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004
due to the decrease in attendance and a stronger U.S. dollar, partially offset by a 5.6% increase in concessions per patron. International

40

---



revenues
were negatively impacted by a stronger U.S. dollar, although this did not contribute materially to consolidated loss from continuing operations.

Revenues
from Other decreased 67.6% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended
December 30, 2004 due to the contribution of NCN's net assets to NCM on March 29, 2005. The revenues of NCN during fiscal 2006 are related to run-off of customer contracts
entered into prior to March 29, 2005. Our share of advertising revenues generated by NCM are included in U.S. and Canada other theatre revenues.

Costs and expenses.Total costs and expenses decreased 9.4%, or $123,315,000, during the thirty-nine weeks ended
December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004.

U.S.
and Canada theatrical exhibition costs and expenses decreased 5.8% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma
thirty-nine weeks ended December 30, 2004. Film exhibition costs decreased 9.7% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma
thirty-nine weeks ended December 30, 2004 due to the decrease in admissions revenues, offset by an increase in the percentage of admissions paid to film distributors. As a
percentage of admissions revenues, film exhibition costs were 53.7% in the current period as compared with 53.5% in the pro forma prior period due to increased film rental terms, which were impacted
byStar Wars Episode III: Revenge of the Sith, whose audience appeal led to higher than normal film rental terms during the period. Concession costs
decreased 13.8% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004 due to the decrease in
concessions revenues and a decrease in concessions costs as a percentage of concession revenues. As a percentage of concessions revenues concession costs were 10.7% in the current period compared with
11.4% in the pro forma prior period. As a percentage of revenues, theatre operating expense was 25.1% in the current period as compared to 23.4% in the pro forma
prior period due primarily to the decline in revenues. Rent expense increased 0.5% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma
thirty-nine weeks ended December 30, 2004 primarily due to the opening of new theatres, offset by the repurchase of certain leased FF&E assets during the fourth fiscal quarter of
fiscal 2005. During the thirty-nine weeks ended December 29, 2005, we recognized $1,317,000 of theatre and other closure expense due primarily to accretion of the closure liability
related to theatres closed during prior periods. During the pro forma thirty-nine weeks ended December 30, 2004, we recognized $10,611,000 of theatre and other closure expense
related primarily to the closure of three theatres with 22 screens.

International
theatrical exhibition costs and expenses decreased 7.7% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma
thirty-nine weeks ended December 30, 2004. Film exhibition costs decreased 6.7% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma
thirty-nine weeks ended December 30, 2004 due to the decrease in admissions revenues and a decrease in the percentage of admissions paid to film distributors. As a percentage of
admissions revenues, film exhibition costs were 48.6% in the current period as compared with 49.2% in the pro forma prior period. Concession costs decreased 13.8% during the thirty-nine
weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004 due to the decrease in concession revenues and a decrease in concession
costs as a percentage of revenue from 21.9% in the pro forma prior period to 19.5% in the current period. Theatre operating expense decreased 4.7% and rent expense decreased 10.9% during the
thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004. We continually monitor the performance of our
international theatres and factors such as our ability to obtain film product, changing consumer preferences for filmed entertainment in international markets and our ability to sublease vacant retail
space which could negatively impact operating results and result in future closures, sales, dispositions and theatre closure charges prior to expiration of underlying lease agreements. International
theatrical exhibition costs and expenses were positively impacted by a stronger U.S. dollar, although this did not contribute materially to consolidated loss from continuing operations.

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Costs
and expenses from Other decreased 55.2% during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended
December 30, 2004 due to the contribution of net assets by NCN to NCM.



Merger and acquisition costs.Merger and acquisition costs decreased $59,806,000 from $62,732,000 to $2,926,000
during the thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004. The prior year costs were higher
primarily due to the costs associated with our Merger consummated during the third quarter of fiscal 2005. Current year costs are primarily comprised of costs related to the Loew's merger and other
potential acquisition and divestiture activities.

Management fees.Management fees increased $1,500,000 during the current period. Management fees of $250,000
are paid quarterly, in advance, to two primary shareholders of our parent in exchange for consulting and other services.

Other.Other general and administrative expense decreased 19.7%, or $6,943,000, during the
thirty-nine weeks ended December 29, 2005 compared to the pro forma thirty-nine weeks ended December 30, 2004 primarily due to a $3,764,000 decrease in
incentive-based compensation, due to our decline in operating results and a $2,447,000 decrease in salaries and benefits as a result of our reorganization activities.

Restructuring Charge.Restructuring charges were $3,935,000 during the thirty-nine weeks ended
December 29, 2005. These expenses are related to one-time termination benefits and other costs related to the displacement of approximately 200 associates related to an
organizational restructuring, which was completed to create a simplified organizational structure, and contribution of assets by NCN to NCM. Our organizational restructuring is substantially complete.

Depreciation and Amortization.Depreciation and amortization increased 20.0%, or $18,705,000, compared to the pro forma prior
period, due primarily to increased asset values associated with fair value adjustments recorded as a result of the Merger and the opening of new theatres.

Disposition of Assets and Other Gains.Disposition of assets and other gains were $1,067,000 in the current period compared
to $2,715,000 in the pro forma prior period. The current and pro forma prior periods include $935,000 and $2,310,000, respectively, of settlements received related to fireproofing claims at various
theatres (see Note 13Commitments and Contingencies to Consolidated Financial Statements). The current period also includes recoveries of deposits totaling $120,000, $22,000 for
disposals of NCN equipment and miscellaneous disposal losses of $10,000. The pro forma prior period also included $320,000 of gain related to a sale of NCN equipment and a $111,000 settlement received
from a construction contractor related to one Canada theatre, partially offset by miscellaneous disposal losses of $26,000.

Other Income.Other income includes $7,312,000 of income related to the derecognition of stored value card liabilities where
we believe future redemption to be remote, insurance recoveries of $3,032,000 for property losses related to Hurricane Katrina, net of disposition losses of $346,000, $1,968,000 of business
interruption insurance recoveries related to Hurricane Katrina and $1,128,000 of income related to the remeasurement of liability-classified shares of common stock.

Interest Expense.Interest expense was $95,214,000, $22,297,000 and $74,259,000 for the Successor period ended
December 29, 2005, the Successor period ended December 30, 2004 and the Predecessor period ended December 23, 2004, respectively. Interest expense for the Successor period ended
December 29, 2005 compared to the Predecessor period ended December 23, 2004 increased primarily due to increased borrowings related to the Merger. Interest expense of $46,865,000,
$21,043,000 and $19,946,000 related to the Fixed Notes due 2012, the Floating Notes due 2010 and the Discount Notes due 2014 was

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recorded
for the Successor period ended December 29, 2005, the Successor period ended December 30, 2004 and the Predecessor period ended December 23, 2004, respectively. The
interest on these notes was required to be consolidated into the Predecessor period ended December 23, 2004 as well as the Successor period ended December 30, 2004 pursuant to FIN 46R.
See Note 1Basis of Presentation in the Consolidated Financial Statements for additional information about FIN 46R.

On
August 18, 2004, Marquee issued $250,000,000 of 85/8% senior unsecured fixed rate notes due 2012 ("Fixed Notes due 2012") and $205,000,000 of senior unsecured
floating rate notes due 2010 (Floating Notes due 2010"), the interest rate of which is currently 8.04% per annum. We assumed Marquee's obligations under the Fixed Notes due 2012 and the Floating Notes
due 2010 in the Merger. On August 18, 2004, Holdings issued $304,000,000 aggregate principal amount at maturity of 12% senior discount notes due 2014 ("Discount Notes due 2014") for gross
proceeds of $169,917,760.

Investment Income.Investment loss was $2,059,000 for the Successor period ended December 29, 2005 compared to income
of $3,078,000 and $6,476,000 for the Successor period ended December 30, 2004 and the Predecessor period ended December 23, 2004, respectively. Equity in losses of
non-consolidated entities were $3,578,000 in the Successor period ended December 29, 2005 compared to income of $129,000 in the prior periods. Interest income for the Successor
period ended December 29, 2005 was $1,320,000. Prior year periods interest income was higher primarily due to the escrow funds and increased cash available for investment during the period. The
interest on these funds was required to be included in the Predecessor period ended December 23, 2004 pursuant to FIN 46R. See Note 1Basis of Presentation in the
Consolidated Financial Statements for additional information about FIN 46R. Current period losses are also partially offset by increased gains on investments of $213,000.

Income Tax Provision (Benefit).The benefit for income taxes from continuing operations was $18,900,000 for the Successor
period ended December 29, 2005 compared to a provision of $1,300,000 for the Successor period ended December 30, 2004 and a provision of $15,000,000 for the Predecessor period ended
December 23, 2004. The Successor period ended December 30, 2004 included $20,000,000 in Merger costs which were treated as non-deductible and the Predecessor period ended
December 23, 2004 included $42,732,000 of Merger costs which were treated as non-deductible. See Note 9 to the Consolidated Financial Statements. The effective tax rates for
income taxes from continuing operations for the current and prior periods were 38.7%, (5.6%) and (73.7%), respectively.

Loss From Discontinued Operations, Net.On June 30, 2005 we sold Japan AMC Theatres, Inc., including four
theatres in Japan with 63 screens. The results of operations of these theatres have been classified as discontinued operations. Additionally, on September 1, 2005 we sold the remaining Japan
theatre with 16 screens and have classified its operations as discontinued operations. The information presented for all periods reflects the new classification. See Note 3 to the Consolidated
Financial Statements for the components of the loss from discontinued operations.

Net Loss for Shares of Common Stock.Loss for shares of common stock for the thirty-nine week periods was
$52,336,000, 24,393,000 and $140,178,000 for the Successor period ended December 29, 2005, the Successor period ended December 30, 2004 and the Predecessor period ended
December 23, 2004, respectively. Preferred Stock dividends of 1,023 shares of Preferred Stock valued at $2,362,000 for the period from April 1, 2004 to April 19, 2004, cash
dividends of $9,349,000 for the period from April 19, 2004 through September 30, 2004, special Preferred Stock dividends and 33,408 shares of Preferred Stock valued at $91,113,000 and
accretion of $1,476,000 were recorded during the Predecessor period ended December 23, 2004. In connection with the Merger, each outstanding share of Preferred Stock converted into the right to
receive $2,727.27 in cash.

LIQUIDITY AND CAPITAL RESOURCES

Our 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

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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.

Cash Flows from Operating Activities

Cash flows from operating activities for the thirty-nine week periods, as reflected in the Consolidated Statements of Cash Flows, were $115,320,000,
$9,312,000 and $141,654,000 for the Successor period ended December 29, 2005, the Successor period ended December 30, 2004 and the Predecessor period ended December 23, 2004,
respectively. The decrease in operating cash flows during the thirty-nine weeks ended December 29, 2005 is primarily due to declines in attendance. We had working capital deficits
as of December 29, 2005 and March 31, 2005 of $101,797,000 and $134,330,000, respectively. We had the ability to borrow against our credit facility to meet obligations as
they come due and had approximately $162,000,000 and $163,000,000 available on our amended credit facility to meet these obligations as of December 29, 2005 and March 31, 2005,
respectively.

During
the thirty-nine weeks ended December 29, 2005, we have opened six theatres with 92 screens and have closed four domestic theatres with 37 screens and disposed
of five international theatres in Japan with 79 screens resulting in a circuit total of 244 theatres and 3,690 screens as of December 29, 2005.

Cash Flows from Investing Activities

Cash outflows from investing activities for the thirty-nine week periods, as reflected in the Consolidated Statements of Cash Flows, were
$(26,590,000), $1,269,988,000 and $692,395,000 for the Successor period ended December 29, 2005, Successor period ended December 30, 2004 and the Predecessor period ended
December 30, 2004, respectively. As of December 29, 2005, we had construction in progress of $7,624,000. We had 1 theatre in the U.S. with a total of 14 screens under construction as of
December 29, 2005 that is scheduled to open during fiscal 2006. Cash outflows from investing activities include capital expenditures of $77,336,000, $1,490,000 and $66,155,000 during the
thirty-nine week periods ended December 29, 2005 (Successor), December 30, 2004 (Successor) and December 23, 2004 (Predecessor), respectively. We expect that our gross
capital expenditures in fiscal 2006 will be approximately $142,000,000 and our proceeds from sale/leasebacks will be approximately $29,000,000, from two theatres, one of which is currently under
construction. Cash outflows for investing activities include a payment to common and preferred stockholders net of cash acquired of $1,268,564,000 related to the Merger. During the Predecessor period
ended December 23, 2004 and Successor period ended December 30, 2004 we invested $627,338,000 in proceeds related to the Merger financing in restricted cash to be used in connection with
consummating the Merger.

On
June 30, 2005, we sold one of our wholly-owned subsidiaries, Japan AMC Theatres, Inc., including four of our five theatres in Japan for $44,861,000 and, on
September 1, 2005, sold our remaining Japan theatre for a sales price of $8,595,000.

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 a portion of the construction costs. However, 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.

Cash Flows from Financing Activities

Cash (outflows) and inflows from financing activities, as reflected in the Consolidated Statement of Cash Flows, were ($25,569,000), $1,402,335, and $614,744,000
during the thirty-nine week period ended December 29, 2005 (Successor), from inception on July 16, 2004 through December 30, 2004 (Successor) and thirty-eight week
period ended December 23, 2004 (Predecessor). The current period includes cash

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outflows
of $23,820,000 for cash overdrafts, compared to inflows of $27,827,000 and $3,710,000 for the Successor period ended December 30, 2004 and December 23, 2004, respectively. On
September 29, 2005 we received $6,661,000 additional construction allowance from our landlord Entertainment Properties Trust related to three of our Canada theatres which allowed for sale
leaseback accounting at these locations and reduced our financing lease obligations by approximately $31,292,000, reduced the net book value of building assets related to these locations by
approximately $15,839,000 and resulted in a deferred gain of $22,114,000. The deferred gain is amortized as a reduction of rent expense over the remaining terms of the leases. During the period from
inception on July 16, 2004 through December 30, 2004 our Successor received proceeds of $624,918,000 related to the Merger financing and a capital contribution from Marquee
Holdings Inc. of $769,350,000. During the thirty-eight week period ended December 23, 2004 our Predecessor received proceeds of $624,918,000 related to the Merger financing, which
includes gross proceeds of $169,918,000 from the Holding notes.

Reference
is made to Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources in our report on
Form 8-K filed on October 21, 2005 for certain information about our credit facility and our 91/2% Senior Subordinated Notes due 2011 (the "Notes due 2011"),
97/8% Senior Subordinated Notes due 2012 (the "Notes due 2012"), 8% Senior Subordinated Notes due 2014 (the "Notes due 2014"), our Fixed Notes due 2012 and Floating Notes due 2010 and
our 12% Senior Discount Notes due 2014 (the "Discount Notes due 2014"). See "Merger with Loews Financing Transactions" for additional information about the New Credit Facility and the Notes due 2016.

Concurrently
with the consummation of the Merger, we entered into an amendment to our credit facility. We refer to this amended credit facility as the "amended credit facility". The
amended credit facility modifies our previous Second Amended and Restated Credit Agreement dated as of March 26, 2004 which was superseded in connection with the execution of the "amended
credit facility" which was scheduled to mature on April 9, 2009. As of December 29, 2005, we had no amounts outstanding under the amended credit facility and had issued approximately
$13,000,000 in letters of credit, leaving borrowing capacity under the amended credit facility of approximately $162,000,000. The amended credit facility was replaced with the New Credit Facility on
January 26, 2006.

The
indentures relating to our outstanding notes allow us to incur all permitted indebtedness (as defined therein) without restriction, which includes all amounts borrowed under our
credit facility. The indentures also allow us to incur any amount of additional debt as long as we can satisfy the coverage
ratio of each indenture, both at the time of the event (under the indenture for the Notes due 2011) and after giving effect thereto on a pro forma basis (under the indentures for the Notes due 2011,
Notes due 2012, Fixed Notes due 2012, Floating Notes due 2010 and the Discount Notes due 2014). Under the indenture relating to the Notes due 2012 and Notes due 2014, the most restrictive of the
indentures, we could borrow approximately $348,000,000 as of December 29, 2005 in addition to permitted indebtedness (assuming an interest rate of 11% per annum on the additional borrowings).
If we cannot satisfy the coverage ratios of the indentures, generally we can incur, in addition to amounts borrowed under the credit facility, no more than $100.0 million of new "permitted
indebtedness" under the terms of the indenture relating to the 2011, 2012 and 2014 notes.

The
indentures relating to the above-described notes also contain covenants limiting dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of
assets, and require us to make an offer to purchase the notes upon the occurrence of a change in control, as defined in the indentures. Upon a change of control (as defined in the indentures), we
would be required to make an offer to repurchase all of the outstanding Notes due 2011, Notes due 2012, Notes due 2014, Fixed Notes due 2012 and Floating Notes due 2010 at a price equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the date of repurchase.

As
of December 29, 2005, we were in compliance with all financial covenants relating to the amended credit facility, the Notes due 2011, the Notes due 2012, the Notes due 2014,
the Fixed Notes due 2012, the Floating Notes due 2010 and the Discount Notes due 2014.

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We
believe that cash generated from operations and existing cash and equivalents will be sufficient to fund operations and planned capital expenditures and potential acquisitions for at
least the next twelve months and enable us to maintain compliance with covenants related to the credit facility and the notes.

Merger with Loews Financing Transactions

In connection with the merger with Loews, on January 26, 2006, AMCE entered into the following financing transactions:



In
addition, certain subsidiaries acquired in the merger with Loews have approximately $107 million of borrowings under the Cinemex Credit Facility and $30 million in
capital and financing lease obligations.

The
proceeds of the financing transactions were used to repay amounts outstanding under the Loews Facility, to fund the Tender Offer, to pay related fees and expenses, and to pay fees
and expenses related to the merger with Loews.

New Credit Facility

The New Credit Facility is with a syndicate of banks and other financial institutions and will provide financing of up to $850.0 million, consisting of a
$650.0 million term loan facility with a maturity of seven years and a $200.0 million revolving credit facility with a maturity of six years. The revolving credit facility will include
borrowing capacity available for Mexican peso-denominated revolving loans, for letters of credit and for swingline borrowings on same-day notice.

Borrowings
under the New Credit Facility bear interest at a rate equal to an applicable margin plus, at the Company's option, either a base rate or LIBOR. The initial applicable margin
for borrowings under the revolving credit facility is 0.75% with respect to base rate borrowings and 1.75% with respect to LIBOR borrowings, and the initial applicable margin for borrowings under the
term loan facility is 1.50% with respect to base rate borrowings and 2.125% with respect to LIBOR borrowings. The applicable margin for such borrowings may be reduced, subject to AMCE attaining
certain leverage ratios. In addition to paying interest on outstanding principal under the New Credit Facility, we are required to pay a commitment fee to the lenders under the revolving credit
facility in respect of the
unutilized commitments thereunder at a rate equal to 0.375% (subject to reduction upon attainment of certain leverage ratios). We will also pay customary letter of credit fees. We may voluntarily
repay outstanding loans under the New Credit Facility at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans. We are required to repay $1,625,000 of
the term loan quarterly, beginning March 31, 2006 through September 30, 2012, with any remaining balance due on January 26, 2013.

All
obligations under the New Credit Facility are guaranteed by each of the Company's wholly-owned domestic subsidiaries. All obligations under the New Credit Facility, and the
guarantees of those obligations (as well as cash management obligations and any interest hedging or other swap agreements), are secured by substantially all of the Company's assets as well as those of
each subsidiary guarantor.

The
New Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability, and the ability of our subsidiaries, to sell
assets; incur additional indebtedness; prepay other indebtedness (including the Notes); pay dividends and distributions or repurchase our capital stock; create liens on assets; make investments; make
certain acquisitions; engage in mergers or

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consolidations;
engage in certain transactions with affiliates; amend certain charter documents and material agreements governing subordinated indebtedness, including the Notes; change the business
conducted by it and its subsidiaries; and enter into agreements that restrict dividends from subsidiaries.

In
addition, the New Credit Facility requires that we, commencing with the fiscal quarter ended September 30, 2006, maintain a maximum net senior secured leverage ratio as long as
the commitments under the revolving credit facility remain outstanding. The New Credit Facility also contains certain customary affirmative covenants and events of default.

Cinemex Credit Facility

In August 2004, Cadena Mexicana de Exhibición S.A. de C.V., a wholly-owned subsidiary of Cinemex and an indirect wholly-owned subsidiary of Loews,
entered into a senior secured credit facility, which remains in place after the consummation of the merger with Loews. The initial amount drawn under the Cinemex senior secured credit facility was one
billion Mexican pesos (approximately $90.0 million as of August 16, 2004). Cinemex drew the peso equivalent of $10.0 million in August 2005 under the delayed draw feature
of its senior secured credit facility. In December 2005, Cadena Mexicana entered into an amended and restated senior secured revolving credit facility which provides for an available revolving
credit line of the peso equivalent of $25.0 million with Banco Inbursa, S.A. and Scotiabank Inverlat, S.A. (the revolving credit facility is peso-denominated debt). All
obligations of Cadena Mexicana under the Cinemex senior secured credit facility and revolving credit facility are guaranteed by Cinemex and each existing and future operating subsidiary of Cadena
Mexicana, except for specified excluded subsidiaries.

The
Cinemex borrowings are non-recourse to Loews, and thus, are non-recourse to AMCE. Interest on the Cinemex term loan is payable in arrears on a monthly basis at the Interbank
Equilibrium Interest Rate (Tasa de Interes Interbancaria de Equilibrio) for a period of 28 days (the TIIE rate), plus an applicable margin of 1.50% in years one and two, 1.75% in year three and
2.00% in years four and five. The interest rate on the Cinemex term loan as of December 31, 2005 was 10.55%. This rate was adjusted to 8.5% on approximately $79 million of the Cinemex
borrowings by an interest rate swap entered into on July 28, 2003 and was redesignated as a hedge of the Cinemex senior secured credit facility on August 16, 2004. The interest rate on
the remaining approximately $28 million of the Cinemex borrowings was adjusted to 9.89% by an interest rate swap entered into on August 5, 2005. The Cinemex term loan matures on
August 16, 2009 and will amortize beginning on February 16, 2007 in installments ranging from 10% to 30% per annum over the five-year period.

The
Cinemex senior secured credit facilities contain customary affirmative and negative covenants with respect to Cadena Mexicana and each of the guarantors and, in certain instances,
Cadena Mexicana's subsidiaries that are not guarantors, as defined in the credit agreement. Affirmative covenants include the requirement to furnish periodic financial statements and ensure that the
obligations of Cadena Mexicana and the guarantors under the Cinemex senior secured credit facilities rank at least pari passu with all existing debt of such parties. Negative covenants include
limitations on disposition of assets, capital expenditures, dividends and additional indebtedness and liens. The senior secured credit facilities also include certain financial covenants, including,
without limitation, a maximum total leverage ratio, a maximum total net debt to equity ratio, a minimum interest coverage ratio, a maximum true-lease adjusted leverage ratio and a minimum consolidated
net worth requirement.

Capital and Financing Lease Obligations

In connection with the merger with Loews, we will become the obligor on approximately $30.0 million in additional capital and financing lease obligations
assumed from Loews.

11% Senior Subordinated Notes due 2016

The Notes due 2016 were issued under an indenture, dated January 26, 2006 (the "Indenture"), with HSBC Bank USA, National Association, as trustee, will
bear interest at a rate of 11% per annum, payable

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on
February 1 and August 1 of each year (commencing on August 1, 2006), and have a maturity date of February 1, 2016.

The
Notes due 2016 are general unsecured senior subordinated obligations of the Company, fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by
each of our existing and future domestic restricted subsidiaries that guarantee our other indebtedness.

We
may redeem some or all of the Notes due 2016 at any time on or after February 1, 2011 at 105.5% of the principal amount thereof, declining ratably to 100% of the principal
amount thereof on or after February 1, 2014. In addition, we may redeem up to 35% of the aggregate principal amount of the notes using net proceeds from certain equity offerings completed on or
prior to February 1, 2009. If we experience a change of control (as defined in the Indenture), we will be required to make an offer to repurchase the Notes due 2016 at a price equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.

The
Indenture contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates and mergers and sales of assets. The Indenture
also contains provisions subordinating our obligations under the Notes due 2016 to our obligations under our New Credit Facility and other senior indebtedness. These include a provision that applies
if there is a payment default under the New Credit Facility or other senior indebtedness and one that applies if there is a non-payment default that permits acceleration of indebtedness
under the New Credit Facility. If there is a payment default with respect to the New Credit Facility or other senior indebtedness, generally no payment may be made on the Notes due 2016 until such
payment default has been cured or waived or such senior indebtedness had been discharged or paid in full. If there is a non-payment default under the New Credit Facility, or with respect
to designated senior indebtedness (as defined in the Indenture), if any, that would permit the lenders to accelerate the maturity date of our New Credit Facility or any such designated senior
indebtedness, no payment may be made on the Notes due 2016 for a period (a "payment blockage period") commencing upon the receipt by the indenture trustees for the existing subordinated notes of the
Company of notice of such default and ending up to 179 days thereafter. Not more than one payment blockage period may be commenced during any period of 365 consecutive days. Our failure to make
payment on the Notes due 2016 when due or within any applicable grace period, whether or not occurring under a payment blockage period, will be an event of default with respect to the Notes due 2016.

The
Notes due 2016 and the guarantees have not been registered under the Securities Act and may not be offered or sold, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Pursuant to a registration rights agreement, dated January 26, 2006 (the "Registration Rights Agreement"), among the Company,
the guarantors and the initial purchasers of the Notes, the Company and the guarantors have agreed to file a registration statement with respect to an offer to exchange the Notes due 2016 for a
new issue of substantially identical debt securities registered under the Securities Act on or prior to 120 days after the issue date of the Notes due 2016.

Amended and Restated Fee Agreement

In connection with the Merger with Loews, on January 26, 2006, Holdings, AMCE and its five Sponsors entered into an Amended and Restated Fee Agreement (the
"Management Fee Agreement"), which replaces the December 20, 2004 fee agreement among Holdings, AMCE, and its pre-existing Sponsors. The Management Fee Agreement provides for an
annual management fee of $5.0 million, payable quarterly and in advance to each Sponsor, on a pro rata basis, for the twelve year duration of the agreement, as well as reimbursements for each
Sponsor's respective out-of-pocket expenses in connection with the management services provided under the Management Fee Agreement.

In
addition, the Management Fee Agreement will provide for reimbursements by Holdings and AMCE to the Sponsors for their out-of-pocket expenses, and by AMCE to
Holdings of up to $3.5 million for fees payable by Holdings in any single fiscal year in order to maintain AMCE's corporate existence, corporate overhead expenses and salaries or other
compensation of certain employees.

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Upon
the consummation of a change in control transaction or an IPO, 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.

The
Management Fee Agreement also provides that AMCE 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.

Deferred Tax Assets

A full valuation allowance may be established for the U.S. tax jurisdiction deferred tax asset in conjunction with the merger with Loews Cineplex Entertainment
Corporation. Although operations supported the recorded value of these deferred tax assets in our historical financial statements, analysis of the pro forma historical and projected results of the
combined company may make it more likely than not we will not be able to realize the value of our deferred tax assets. As a result, we may record a charge of
approximately $85.0 million to provision for income taxes related to the valuation allowance during the fourth quarter of fiscal 2006 subsequent to the merger.

NEW ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB agreed to issue FASB Staff Position (FSP) No. 123(R)-4,Classification of Options and
Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event, which requires companies to consider the
probability of the occurrence of a contingent event that is outside the employees' control (i.e., change in control, or death or disability) in determining the classification of an employee stock
option or similar instrument under FASB Statement No. 123(R),Share-Based Payment, where the award requires or permits cash settlement upon the
contingent event. The FSP requires companies to classify employee stock options and similar instruments with contingent cash settlement features as equity awards provided the contingent event that
permits or requires cash settlement is not considered probable of occurring. As the Company has already adopted SFAS 123(R), we would be required to apply the guidance in the first reporting
period beginning after the date the final FSP is posted to the FASB website and would be required to apply the proposed guidance retrospectively to prior-period results to which SFAS 123(R) was
applied. The Company estimates this proposal will increase losses from continuing operations, before income taxes, by $3.1 million, reduce other long-term liabilities by
$3.5 million and increase additional paid-in capital by $6.6 million as of and for the thirty-nine weeks ended December 29, 2005.

In
October 2005, the FASB issued FASB Staff Position (FSP) 13-1,Accounting for Rental Costs Incurred during a Construction
Period. FSP 13-1 clarifies there is no distinction between the right to use a leased asset during the construction period and the right to use that asset after the
construction period. Accordingly, we will no longer be able to capitalize rental costs during the construction period and will begin expensing them as preopening expense prior to the theatre opening
date. This FSP is effective for the first reporting period beginning after December 15, 2005. The Company will adopt this FSP during the fourth quarter of fiscal 2006 which will result in
prospective recognition of preopening expense during the "rent holiday".

In
May 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections a replacement of APB Opinion No. 20 and FASB Statement
No. 3(SFAS 154), which requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable
to determine either the period-specific effects or the cumulative effect of the change. It also requires that a change in depreciation, amortization, or depletion method for long-lived,
nonfinancial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. We are not currently contemplating an accounting change which would be impacted by
SFAS 154.

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In
March 2004, the FASB issued Emerging Issues Task Force Issue No. 03-1,The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments("EITF 03-1"). EITF 03-1 includes new guidance for evaluating and recording impairment losses on
debt and equity investments, as well as new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB issued Staff Position EITF Issue
03-1-1, which delays the effective date until additional guidance is issued for the application of the recognition and measurement provisions of EITF 03-1 to
investments in securities that are impaired. We do not believe that the adoption of EITF 03-1will have a material impact on our financial condition or results of operations.

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. We do not hold any significant derivative financial
instruments.

Market risk on variable-rate financial instruments.We maintain a $175,000,000 amended credit facility, which
permits borrowings at interest rates based on either the bank's 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. Because we had no borrowings on our credit facility as of December 29, 2005, a 100 basis point increase in market interest rates would have no effect on annual interest
expense or earnings before income taxes. Included in long-term debt are $205,000,000 of our Floating Notes due 2010. A 100 basis point fluctuation in market interest rates would have
increased or decreased interest expense on the Floating Notes due 2010 by $1,537,500 during the thirty-nine weeks ended December 29, 2005.

Market risk on fixed-rate financial instruments.Included in long-term debt are $212,811,000 of our
Notes due 2011, $175,000,000 of our Notes due 2012, $300,000,000 of our Notes due 2014 and $250,000,000 of our Fixed Notes due 2012. Increases in market interest rates would generally cause a decrease
in the fair value of the Notes due 2011, Notes due 2012, Notes due 2014 and Fixed Notes due 2012 and a decrease in market interest rates would generally cause an increase in fair value of the Notes
due 2011, Notes due 2012, Notes due 2014, and Fixed Notes due 2012.

Foreign currency exchange rates.We currently have consolidated operations in China (Hong Kong), France, Portugal, Spain, the
United Kingdom and Canada. 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 income. 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. We do not currently hedge against foreign currency exchange rate risk, and may repatriate funds from the operations of our international theatres
as well as use them to fund current and future operations. A 10% fluctuation in the value of the U.S. dollar against all foreign currencies of countries where we currently have operations would either
increase or decrease loss before income taxes and accumulated other comprehensive income (loss) by approximately $1.1 million and $11.9 million, respectively.

50

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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 (the "Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that information required to be
disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer or
persons performing similar functions, 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
adequately designed and operating effectively.



There
has been no change in the Company's 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.

51

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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 March 30, 2005
for information on certain litigation to which we are a party.

One
of the cases referred to in our Annual Report on Form 10-K isWilliam Baer and Anlsnara Hamlzonek v. American Multi-Cinema Inc. DOES
1 to 100;Orange County California Superior Court, Case No. 04CC00507. The Company has entered into a settlement agreement for $110,000 and the matter has been
concluded.

Another
case referred to wasConrad Grant v. American Multi-Cinema, Inc. and DOES 1 to 100; Orange County California
Superior Court, Case No: 03CC00429. The Company has entered into a settlement agreement for $45,000 and the matter has been concluded.

Another
case referred to wasErnesto Galindo v. American Multi-Cinema Inc. et al.(Case no. BC328770, Los Angeles County Superior
Court). This case was recently dismissed without prejudice.

Another
case referred to wasUnited States of America vs. 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 10, 2006, a federal
judge in the United States District Court for the Central District of California ruled in favor of the Department regarding the appropriate remedy in the line of sight aspects of this case. In its
decision, the court issued a comprehensive order regarding line of sight and other related remedies, which covers the remining line of sight issues at the majority of the Company's existing and all of
its future construction stadium-style theatres nationwide, as well as other related forms of relief sought by the United States in this action.

We
previously recorded a liability related to estimated losses for the Department of Justice line of sight aspect of the case in the amount of $179,350 (comprised primarily of
compensatory damages and the civil penalty) and had estimated the range of loss to be between $179,350 and $237,938. As a result of the new order the loss is estimated to be between $349,350 and
$443,938. Accordingly, the Company increased the related liability to $349,350.

We
estimate that the cost of the betterments related to the remedies for line of sight violations of the ADA will be $20 million, which is expected to be incurred over the term of
the court's order of 5 years. Additionally, the order calls for payments of $300,000 to the United States and individual complaints. We plan to appeal the courts order.

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 5.    Other Information

The Company's independent registered public accounting firm, PricewaterhouseCoopers LLP ("PwC"), recently advised the Company and the Audit Committee that certain
work performed by PwC United Kingdom (UK) was incompatible with the U.S. auditor independence rules. In particular, PwC UK performed certain company secretarial services related to the annual
statutory audit of accounts for AMC Entertainment International Limited ("AMCEI") and its subsidiary, AMC Theatres of U.K. Limited, in June and September of 2004. These secretarial services involved
the preparation of non-tax forms of an administrative nature submitted with the annual statutory filing in the United Kingdom and the payment of approximately $400, on behalf of AMCEI, to
obtain filing certifications. PwC UK's fees were de minimus for these services.

After
the independence matters described above were brought to the attention of the Company, the Company and the Audit Committee took prompt action by interviewing PwC and investigating
the nature

52

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and
scope of the services provided by PwC to AMCEI during the past few years. Following such investigation and subsequent review, the Company did not identify the performance of any other
non-audit services that did not comply with the auditor independence rules.

The
Audit Committee and PwC each concluded that the performance of the services described above were not in compliance with the auditor independence rules. PwC has advised the Company
and the Audit Committee that the provision of these services did not affect PwC's objectivity and impartiality and that PwC remains independent of the Company. After conducting an inquiry and review
and in light of the fact that none of PwC's personnel who conducted audit services for the Company were aware of the performance of non-audit services at the time such services were
performed, the Company and the Audit Committee concurred with PwC's conclusion that PwC's capacity for objective judgment was not and is not diminished and that no reasonable investor would question
PwC's independence on the basis of the non-audit services provided.

Item 6.    Exhibits.

EXHIBIT INDEX

|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                 
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(a)(1)      |  | Interim Operating Agreement dated December 6, 2001 by and among AMC Entertainment Inc. and GC Companies, Inc. (incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (File No. 001-08747) filed on
December 12, 2001).                                                                                                                                                      
|2.1(a)(2)      |  | Amendment dated January 28, 2002 to Interim Operating Agreement dated December 6, 2001 between GC Companies, Inc. and AMC Entertainment Inc. (Incorporated by reference from Exhibit 2.2 to Form 10-Q for the thirty-nine weeks
ended December 27, 2001).                                                                                                                                   
|2.1(b)(1)      |  | Letter of Intent dated December 6, 2001 by and among AMC Entertainment Inc. and GC Companies, Inc. (incorporated by reference from Exhibit 10.2 to the Company's Form 8-K (File No. 001-08747) filed on December 12,
2001).                                                                                                                                                                 
|2.1(b)(2)      |  | Letter of Intent, amended as of January 15, 2002, by and among AMC Entertainment Inc. and GC Companies, Inc. (incorporated by reference from Exhibit 2.5(b)(2) to Amendment No. 1 to the Company's Registration Statement on
Form S-3 (File No. 333-75208) filed on January 25, 2002).                                                                                                      
|2.1(b)(3)      |  | Letter of Intent dated December 6, 2001, amended and restated as of January 28, 2002, between GC Companies, Inc. and AMC Entertainment Inc. (incorporated by reference from Exhibit 2.3 to Form 10-Q for the thirty-nine
weeks ended December 27, 2001).                                                                                                                                    
|2.1(c)(1)      |  | Support Agreement dated December 6, 2001, by and among AMC Entertainment Inc., the Official Committee of Unsecured Creditors in the Chapter 11 Cases of the GCX Debtors, General Electric Capital Corporation and Harcourt General,
 Inc. (incorporated by reference from Exhibit 10.3 to the Company's Form 8-K (File No. 001-08747) filed on December 11, 2001).                          
|2.1(c)(2)      |  | Support Agreement dated December 6, 2001, amended and restated as of January 28, 2002, between AMC Entertainment Inc., General Electric Capital Corporation, Harcourt General, Inc. and the Official Committee of Unsecured Creditors in
the Chapter 11 Case of the GCX Debtors (incorporated by reference from Exhibit 2.4 to Form 10-Q for the thirty-nine weeks ended December 27, 2001).
|               |  |                                                                                                                                                                                                                                                                                                                                                                                             

53

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|2.1(c)(3) |  | Support Agreement dated February 27, 2002, by and among AMC Entertainment Inc., GC Companies, Inc. ("GCX," and together with its Chapter 11 debtor affiliated entities, the "GCX Debtors"), the Official Committee of Unsecured Creditors
in the Chapter 11 Cases of the GCX Debtors and The Bank of Nova Scotia (incorporated by reference from Exhibit 2.1 to Form 8-K filed March 7, 2002).                                                                                                                                                                                    
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(d)(1) |  | Joint Plan of Reorganization of Debtors and Official Committee of Unsecured Creditors for GC Companies, Inc. and its jointly administered subsidiaries (incorporated by reference from Exhibit 2 to the Company's Form 8-K
(File No. 001-05747) filed on December 28, 2001).                                                                                                                                                                                                                                                                                                      
|2.1(d)(2) |  | First Amended Joint Plan of Reorganization of Debtors and Official Committee of Unsecured Creditors for GC Companies, Inc. and its Jointly Administered Subsidiaries filed on January 30, 2002 with the United States Bankruptcy Court for the
District of Delaware (incorporated by reference from Exhibit 2.5 to Form 10-Q for the thirty-nine weeks ended December 27, 2001).                                                                                                                                                                                                  
|2.1(d)(3) |  | Modified First Amended Joint Plan of Reorganization of Debtors and Official Committee of Unsecured Creditors for GC Companies, Inc. and its Jointly Administered Subsidiaries filed on March 1, 2002 with the United States Bankruptcy Court for
the District of Delaware (incorporated by reference from Exhibit 2.2 to Form 8-K filed March 7, 2002).                                                                                                                                                                                                                           
|2.1(d)(4) |  | Support Agreement dated February 14, 2002, by and among GC Companies, Inc., the Official Committee of Unsecured Creditors in the Chapter 11 Cases of GCC Debtors, AMC Entertainment Inc., Fleet National Bank and Bank of America,
 N.A. (incorporated by reference from Exhibit 2.5(c)(3) to Amendment No. 3 to the Company's Registration Statement on Form S-3 (File No. 333-75208) filed on February 22, 2002).                                                                                                                                                               
|2.1(e)    |  | Stock Purchase Agreement dated January 15, 2002 among GC Companies, Inc., AMC Entertainment Inc., American Multi-Cinema, Inc. and Centertainment Development, Inc. (incorporated by reference from Exhibit 2.5(e) to Amendment
No. 1 to the Company's Registration Statement on Form S-3 (File No. 333-75208) filed on January 25, 2002).                                                                                                                                                                                                                                         
|2.1(f)    |  | Joint Commitment Agreement dated as of February 1, 2002 among AMC Entertainment Inc., Chestnut Hill Investments LLC, Richard A. Smith, John Berylson, and Demos Kouvaris. (Incorporated by reference from Exhibit 2.5(f) to the
Amendment No. 2 to the Company's Registration Statement on Form S-3 (File No. 333-75208) filed on February 8, 2002).                                                                                                                                                                                                                              
|2.1(g)    |  | 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 the Company's Form 8-K filed on June 24, 2005).                                                                                                                                                                                                                                                                                                                                                                       
|2.2       |  | Purchase and Sale Agreement, dated as of March 9, 2002, by and among G.S. Theaters, L.L.C., a Louisiana limited liability Company, Westbank Theatres, L.L.C., a Louisiana limited liability company, Clearview Theatres, L.L.C., a
Louisiana limited liability company, Houma Theater, L.L.C., a Louisiana limited liability company, Hammond Theatres, L.L.C., a Louisiana limited liability company, and American Multi-Cinema, Inc. together with Form of Indemnification
Agreement (Appendix J) (incorporated by reference from Exhibit 2.1 to Form 8-K filed March 13, 2002).
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

54

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|2.3     |  | Agreement and Plan of Merger, dated as of July 22, 2004 by and among Marquee Holdings, Inc., Marquee Inc. and AMC Entertainment Inc. (incorporated by reference from Exhibit 2.1 to Form 8-K filed June 23,
2004).                                                                                                                                                                                                      
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(a)  |  | Second Amended and Restated Certificate of Incorporation of Marquee Holdings Inc. (incorporated by reference from Exhibit 3.1 to Holdings' Form 8-K (File No. 333-122636) filed on January 31, 2006).                                                                                                                                                                                                                   
|3.1(b)  |  | Certificate of Designations of Series A Convertible Preferred Stock and Series B Exchangeable Preferred Stock of AMC Entertainment Inc. (restated for filing purposes in accordance with Rule 102(c) of Regulation S-T) (incorporated
by reference from Exhibit 3.1(b) to the Company's Form 10-Q (File No. 1-8747) for the quarter ended June 27, 2002).                                                               
|3.2     |  | Second Amended and Restated Bylaws of Marquee Holdings Inc. (incorporated by reference from Exhibit 3.2 to Holdings' Form 8-K (File No. 333-122636) filed on January 31, 2006).                                                                                                                                                                                                                                         
|4.1(a)  |  | Credit Agreement, dated January 16, 2006 among AMC Entertainment Inc., Grupo Cinemex, S.A. de C.V., Cadena Mexicana de Exhibicion, S.A. de C.V., the Lenders and the Issuers named therein, Citicorp North America, Inc. and Banco
Nacional de Mexico, S.A., Integrante del Groupo Financiero Banamex. (incorporated by reference from Exhibit 10.4 to Holdings' Form 8-K (File No. 333-122636) filed January 31, 2006).
|4.1(b)  |  | Guaranty, dated January 26, 2006 by AMC Entertainment Inc. and each of the other Guarantors party thereto, in favor of the Guaranteed Parties named therein (incorporated by reference from Exhibit 10.5 to Holdings' Form 8-K
(File No. 333-122636) filed January 31, 2006).                                                                                                                                           
|4.1(c)  |  | Pledge and Security Agreement, dated January 26, 2006, by AMC Entertainment Inc. and each of the other Grantors party thereto in favor of Citicorp North America, Inc., as agent for the Secured Parties (incorporated by reference from
Exhibit 10.6 to Holdings' Form 8-K (File No. 333-122636) filed January 31, 2006).                                                                                              
|4.2(a)  |  | Indenture, dated January 27, 1999, respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011 (incorporated by reference from Exhibit 4.3 to the Company's Form 10-Q (File No. 1-8747)
 for the quarter ended December 31, 1998).                                                                                                                                                                     
|4.2(b)  |  | Agreement of Resignation, Appointment and Acceptance, dated August 30, 2000, among the Company, The Bank of New York and HSBC Bank USA respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011
(incorporated by reference from Exhibit 4.3(a) to the Company's Form 10-Q (File No. 1-8747) for the quarter ended September 28, 2000).                                                              
|4.2(c)  |  | First Supplemental Indenture dated March 29, 2002, respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011 (incorporated by reference from Exhibit 4 to Form 8-K (File No. 1-8747)
dated April 10, 2002).                                                                                                                                                                                          
|4.2(d)  |  | Second Supplemental Indenture dated December 23, 2004, respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011 (incorporated by reference from Exhibit 4.1 to the Company's 8-K
(File No. 1-8747) filed January 12, 2005).                                                                                                                                                                         
|*4.2(e) |  | Third Supplemental Indenture dated January 26, 2006, respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011.                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                         

55

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|4.3     |  | Registration Rights Agreement, dated January 27, 1999, respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011 (incorporated by reference from Exhibit 4.4 to the Company's Form 10-Q
(File No. 1-8747) for the quarter ended December 31, 1998).                                                
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4(a)  |  | Indenture, dated January 16, 2002, respecting AMC Entertainment Inc.'s 97/8% Senior Subordinated Notes due 2012 (incorporated by reference from Exhibit 4.5 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 (File No. 333-75208) filed on January 25, 2002).                                   
|4.4(b)  |  | First Supplemental Indenture, dated December 23, 2004, respecting AMC Entertainment Inc.'s 97/8% Senior Subordinated Notes due 2012 (incorporated by reference from Exhibit 4.5(b) to the Company's Registration Statement
on Form S-4 (File No. 333-122376) filed on January 28, 2005).                              
|*4.4(c) |  | Second Supplemental Indenture, dated January 26, 2006, respecting AMC Entertainment Inc.'s 97/8% Senior Subordinated Notes due 2012.                                                                                                                                                                                  
|4.5     |  | Registration Rights Agreement, dated January 16, 2002, respecting AMC Entertainment Inc.'s 97/8% Senior Subordinated Notes (incorporated by reference from Exhibit 4.6 to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (File No. 333-75208) filed on January 25, 2002).                        
|4.6(a)  |  | Indenture, dated February 24, 2004, respecting AMC Entertainment Inc.'s 8% Senior Subordinated Notes due 2014. (Incorporated by reference from Exhibit 4.7 to the Company's Registration Statement on Form S-4 (File No. 333-113911)
filed on March 24, 2004).                                                        
|4.6(b)  |  | First Supplemental Indenture, dated December 23, 2004, respecting AMC Entertainment Inc.'s 8% Senior Subordinated Notes due 2014 (incorporated by reference from Exhibit 4.7(b) to the Company's Registration Statement on Form S-4
(File No. 333-122376) filed on January 28, 2005).                                 
|*4.6(c) |  | Second Supplemental Indenture, dated January 26, 2006, respecting AMC Entertainment Inc.'s 8% Senior Subordinated Notes due 2014.                                                                                                                                                                                     
|4.7     |  | Registration Rights Agreement, dated February 24, 2004, respecting AMC Entertainment Inc.'s 8% senior subordinated notes due 2014. (Incorporated by reference from Exhibit 4.8 to the Company's Registration Statement on Form S-4
(File No. 333-113911) filed on March 24, 2004).                                    
|4.8(a)  |  | Indenture, dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from Exhibit 4.9(a) to the Company's
Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                     
|4.8(b)  |  | First Supplemental Indenture, dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from Exhibit 4.9(a) to
the Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).
|*4.8(c) |  | Second Supplemental Indenture, dated January 26, 2006, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012.                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                       

56

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|4.9(a)   |  | Registration Rights Agreement dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from Exhibit 4.10(a) to the
Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                                                                                               
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.9(b)   |  | Joinder Agreement to Registration Rights Agreement dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from
Exhibit 4.10(b) to the Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                                                                        
|4.10(a)  |  | Indenture, dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.11(a) to the Company's Registration Statement on
Form S-4 (File No. 333-122376) filed on January 28, 2005).                                                                                                          
|4.10(b)  |  | First Supplemental Indenture, dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.11(b) to the Company's
Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                                                                                     
|*4.10(c) |  | Second Supplemental Indenture, dated January 26, 2006, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010.                                                                                                                                                                                                                                          
|4.11(a)  |  | Registration Rights Agreement dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.12(a) to the Company's
Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                                                                                       
|4.11(b)  |  | Joinder Agreement to Registration Rights Agreement dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.12(b)
to the Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                                                                
|4.12(a)  |  | Indenture, dated January 26, 2006, respecting AMC Entertainment Inc.'s 11% senior subordinated notes due 2016, between AMC Entertainment Inc. and HSBC Bank USA, National Association (incorporated by reference from Exhibit 4.5 to Holdings'
Form 8-K (File No. 333-122376) filed on January 31, 2006).                                                                                                           
|4.12(b)  |  | Registration Rights Agreement dated January 26, 2006, respecting AMC Entertainment Inc.'s 11% senior subordinated notes due 2016, among AMC Entertainment Inc., the guarantors party thereto, Credit Suisse Securities (USA) LLC, Citigroup
Global Markets Inc., and J.P. Morgan Securities Inc. (incorporated by reference from Exhibit 4.6 to Holdings' Form 8-K (File No. 333-122376) filed on January 31, 2006).
|4.13(a)  |  | Indenture, dated August 18, 2004, respecting Marquee Holdings Inc.'s 12% Senior Discount Notes due 2014 (incorporated by reference from Exhibit 4.13 to Holdings' Registration Statement on Form S-4 (File No. 333-122636) filed
on February 8, 2005).                                                                                                                                                              
|4.13(b)  |  | Registration Rights Agreement dated August 18, 2004, respecting Marquee Holdings Inc.'s 12% Senior Discount Notes due 2014 (incorporated by reference from Exhibit 4.14 to Holdings' Registration Statement on Form S-4 (File
no. 333-122636) filed on February 8, 2005.                                                                                                                                            
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                     

57

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|4.14(a) |  | Voting and Irrevocable Proxy Agreement, dated January 26, 2006, among Marquee Holdings Inc., J.P. Morgan Partners, L.P., J.P. Morgan Partners Global Investors, L.P., J.P. Morgan Partners Global Investors (Cayman),
 L.P., J.P. Morgan Partners Global Investors (Cayman) II, L.P., J.P. Morgan Partners Global Investors (Selldown), L.P., AMCE (Ginger), L.P., AMCE (Luke), L.P., AMCE (Scarlett), L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners C, L.P., Apollo Netherlands Partners C(A), L.P., Apollo Netherlands Partners V(B), L.P., Apollo German Partners V GmbH & Co KG, and the other stockholders of Marquee Holdings Inc. party thereto
(incorporated by reference from Exhibit 4.2 to Holdings' Form 8-K (File No. 333-122636) filed on January 31, 2006).
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.14(b) |  | Voting and Irrevocable Proxy Agreement, dated January 26, 2006, among Marquee Holdings Inc., TC Group III, L.P., Carlyle Partners III Loews, L.P. and CP III Coinvestment, L.P., and Bain Capital Holdings (Loews) I, L.P. and Bain Capital AIV
(Loews) II, L.P., and Spectrum Equity Investors IV, L.P., Spectrum Equity Investors Parallel IV, L.P. and the other stockholders of Marquee Holdings Inc. party thereto (incorporated by reference from Exhibit 4.3 to Holdings' Form 8-K (File
No. 333-122636) filed on January 31, 2006).                                                                                                                                                                                                                                                
|4.14(c) |  | Second Amended and Restated Stockholders Agreement of Marquee Holdings Inc., dated January 26, 2006, among Marquee Holdings Inc. and the stockholders of Marquee Holdings Inc. party thereto (incorporated by reference from
Exhibit 4.1 to Holdings' Form 8-K (File No. 333-122636) filed on January 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.14(d) |  | Amended and Restated Management Stockholders Agreement of Marquee Holdings Inc., dated January 26, 2006, among Marquee Holdings Inc. and the stockholders of Marquee Holdings Inc. party thereto (incorporated by reference from
Exhibit 4.4 to Holdings' Form 8-K (File No. 333-122636) filed on January 31, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.1    |  | Consent Decree, dated December 21, 2005, by and among Marquee Holdings Inc., LCE Holdings, Inc. and the State of Washington (incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (File No. 1-8747) filed
on December 27, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.2    |  | Hold Separate Stipulation and Order, dated December 21, 2005, by and among Marquee Holdings Inc., LCE Holdings, Inc. and the State of Washington (incorporated by reference from Exhibit 10.2 to the Company's Form 8-K
(File No. 1-8747) filed on December 27, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10.3    |  | Final Judgment, dated December 20, 2005, by and among Marquee Holdings Inc., LCE Holdings, Inc. and the Antitrust Division of the United States Department of Justice (incorporated by reference from Exhibit 10.3 to the Company's
Form 8-K (File No. 1-8747) filed on December 27, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4    |  | Hold Separate Stipulation and Order, dated December 20, 2005, by and among Marquee Holdings Inc., LCE Holdings and the Antitrust Division of the United States Department of Justice (incorporated by reference from Exhibit 10.4 to the
Company's Form 8-K (File No. 1-8747) filed on December 27, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.5    |  | District of Columbia Final Judgment, dated December 21, 2005, by and among Marquee Holdings Inc., LCE Holdings, Inc. and the District of Columbia (incorporated by reference from Exhibit 10.5 to the Company's Form 8-K
(File No. 1-8747) filed on December 27, 2005).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|10.6  |  | Stipulation for Entry into Final Judgment, dated December 20, 2005, by and among Marquee Holdings Inc., LCE Holdings, Inc. and the State of California (incorporated by reference from Exhibit 10.6 to the Company's Form 8-K
(File No. 1-8747) filed on December 27, 2005).                                                                                                                                                                                                                                                                                                                                         
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7  |  | Stipulated Final Judgment, dated December 20, 2005, by and among Marquee Holdings Inc., LCE Holdings, Inc. and the State of California (incorporated by reference from Exhibit 10.7 to the Company's Form 8-K
(File No. 1-8747) filed on December 27, 2005).                                                                                                                                                                                                                                                                                                                                                         
|10.8  |  | Continuing Service Agreement, dated January 26, 2006, among AMC Entertainment Inc. (as successor to Loews Cineplex Entertainment Corporation) and Travis Reid, and, solely for the purposes of its repurchase obligations under Section 7
thereto, Marquee Holding Inc. (incorporated by reference from Exhibit 10.1 to Holdings' Form 8-K (File No. 333-122636) filed on January 31, 2006).                                                                                                                                                                                                                         
|10.9  |  | Non-Qualified Stock Option Agreement, dated January 26, 2006, between Marquee Holdings Inc. and Travis Reid (incorporated by reference from Exhibit 10.2 to Holdings' Form 8-K (File No. 333-122636) filed on January 31,
2006).                                                                                                                                                                                                                                                                                                                                                                                     
|10.10 |  | Amended and Restated Fee Agreement, dated as of January 26, 2006, by and among Marquee Holdings Inc., AMC Entertainment Inc., J.P. Morgan Partners, L.P., Apollo Management V, L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners V, L.P., Apollo Netherlands Partners V A), L.P., Apollo Netherlands partners V(B), L.P., Apollo German Partners V GmbH & Co KG Bain Capital Partners, LLC, TC Group, L.L.C., a Delaware limited
liability company and Applegate and Collatos, Inc. (incorporated by reference from Exhibit 10.3 to Holdings' Form 8-K (File No. 333-122636) filed on January 31, 2006).
|*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 Peter C. Brown (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.                                                                                                                                                                                                                                                                                                                                                                                                                                    

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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: February 13, 2006 |  | /s/PETER C. BROWNPeter C. Brown
Chairman of the Board,
Chief Executive Officer and President
|Date: February 13, 2006 |  | /s/CRAIG R. RAMSEYCraig R. Ramsey
Executive Vice President and
Chief Financial Officer      

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