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 September 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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes o No 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 September 29, 2005
|----------------------------------- |  | -----------------------------------------------------
|Common Stock, 1¢ par value          |  | 769,350                                              



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MARQUEE HOLDINGS INC. AND SUBSIDIARY  INDEX

PART IFINANCIAL INFORMATION

|        |  |                                                                                        |  | Page Number
|------- |  | -------------------------------------------------------------------------------------- |  | -----------
|Item 1. |  | Financial Statements. (unaudited)                                                      |  |            
|        |  | 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. |  | 24         
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk.                            |  | 39         
|Item 4. |  | Controls and Procedures.                                                               |  | 40         
|        |  | PART IIOTHER INFORMATION                                                              |  |            
|Item 1. |  | Legal Proceedings.                                                                     |  | 40         
|Item 6. |  | Exhibits.                                                                              |  | 42         
|        |  | Signatures                                                                             |  | 47         

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)

|                                                                        |                                       | 13 Weeks
Ended
September 29,
2005       |         | From
Inception
July 16, 2004
through
September 30,
2004 |         | 13 Weeks
Ended
September 30,
2004 |      | 26 Weeks
Ended
September 29,
2005 |         | From
Inception
July 16, 2004
through
September 30,
2004 |         | 26 Weeks
Ended
September 30,
2004 |        
|----------------------------------------------------------------------- | ------------------------------------- | --------------------------------------- | ------- | ------------------------------------------------------- | ------- | --------------------------------- | ---- | --------------------------------- | ------- | ------------------------------------------------------- | ------- | --------------------------------- | -------
|
|Revenues                                                                |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        | Admissions                            |                                         | $       | 270,414                                                 |         | $                                 |     |                                   | $       | 303,633                                                 |         | $                                 | 546,820
|                                                                        | Concessions                           |                                         |         | 105,679                                                 |         |                                   |     |                                   |         | 113,610                                                 |         |                                   | 217,012
|                                                                        | Other revenue                         |                                         |         | 22,844                                                  |         |                                   |     |                                   |         | 26,876                                                  |         |                                   | 47,887 
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        |                                       | Total revenues                          |         |                                                         | 398,937 |                                   |      |                                  |         |                                                         | 444,119 |                                   |        
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|Costs and Expenses                                                      |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        | Film exhibition costs                 |                                         |         | 143,545                                                 |         |                                   |     |                                   |         | 161,137                                                 |         |                                   | 295,262
|                                                                        | Concession costs                      |                                         |         | 12,039                                                  |         |                                   |     |                                   |         | 12,533                                                  |         |                                   | 23,768 
|                                                                        | Operating expense                     |                                         |         | 107,822                                                 |         |                                   |     |                                   |         | 116,121                                                 |         |                                   | 214,343
|                                                                        | Rent                                  |                                         |         | 78,006                                                  |         |                                   |     |                                   |         | 79,425                                                  |         |                                   | 156,692
|                                                                        | General and administrative:           |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        |                                       | Merger and acquisition costs            |         |                                                         | 960     |                                   |      |                                  |         |                                                         | 3,056   |                                   |        
|                                                                        |                                       | Management fee                          |         |                                                         | 500     |                                   |      |                                  |         |                                                         |        |                                   |        
|                                                                        |                                       | Other                                   |         |                                                         | 8,005   |                                   |      |                                  |         |                                                         | 14,119  |                                   |        
|                                                                        | Preopening expense                    |                                         |         | 728                                                     |         |                                   |     |                                   |         | 548                                                     |         |                                   | 736    
|                                                                        | Theatre and other closure expense     |                                         |         | 346                                                     |         |                                   |     |                                   |         | 10,540                                                  |         |                                   | 980    
|                                                                        | Restructuring charge                  |                                         |         | 839                                                     |         |                                   |     |                                   |         |                                                        |         |                                   | 3,908  
|                                                                        | Depreciation and amortization         |                                         |         | 37,956                                                  |         |                                   |     |                                   |         | 30,387                                                  |         |                                   | 75,467 
|                                                                        | Disposition of assets and other gains |                                         |         | (103                                                    | )       |                                   |     |                                   |         | (100                                                    | )       |                                   | (770   
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        |                                       | Total costs and expenses                |         |                                                         | 390,643 |                                   |      |                                  |         |                                                         | 427,766 |                                   |        
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|Other expense (income)                                                  |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        | Other income                          |                                         |         | (6,103                                                  | )       |                                   |     |                                   |         |                                                        |         |                                   | (7,219 
|                                                                        | Interest expense                      |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        |                                       | Corporate borrowings                    |         |                                                         | 30,035  |                                   |      | 6,723                             |         |                                                         | 22,890  |                                   |        
|                                                                        |                                       | Capital and financing lease obligations |         |                                                         | 1,695   |                                   |      |                                  |         |                                                         | 2,499   |                                   |        
|                                                                        | Investment income                     |                                         |         | (976                                                    | )       |                                   | (894 | )                                 |         | (2,207                                                  | )       |                                   | (480   
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|                                                                        |                                       | Total other expense                     |         |                                                         | 24,651  |                                   |      | 5,829                             |         |                                                         | 23,182  |                                   |        
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|Earnings (loss) from continuing operations before income taxes          |                                       |                                         | (16,357 | )                                                       |         | (5,829                            | )    |                                   | (6,829  | )                                                       |         | (36,524                           | )      
|Income tax provision (benefit)                                          |                                       |                                         | (5,900  | )                                                       |         |                                  |      |                                   | 400     |                                                         |         | (14,200                           | )      
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|Earnings (loss) from continuing operations                              |                                       |                                         | (10,457 | )                                                       |         | (5,829                            | )    |                                   | (7,229  | )                                                       |         | (22,324                           | )      
|Earnings (loss) from discontinued operations, net of income tax benefit |                                       |                                         | (2,770  | )                                                       |         |                                  |      |                                   | 521     |                                                         |         | (22,094                           | )      
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|Net earnings (loss)                                                     |                                       | $                                       | (13,227 | )                                                       | $       | (5,829                            |      | $                                 | (6,708  | )                                                       | $       | (44,418                           | )      
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|Preferred dividends and allocation of undistributed earnings            |                                       |                                         |        |                                                         |         |                                  |      |                                   | 5,661   |                                                         |         |                                  |        
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        
|Loss for shares of common stock                                         |                                       | $                                       | (13,227 | )                                                       | $       | (5,829                            | )    | $                                 | (12,369 | )                                                       | $       | (44,418                           | )      
|                                                                        |                                       |                                         |         |                                                         |         |                                   |      |                                   |         |                                                         |         |                                   |        

See Notes to Consolidated Financial Statements.

3

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

|                                        |                                                                                                                    | September 29,
2005                         |           | March 31,
2005 |          
|--------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | ------------------------------------------ | --------- | -------------- | ---------
|
|ASSETS                                  |                                                                                                                    |                                            |           |                |          
|Current assets:                         |                                                                                                                    |                                            |           |                |          
|                                        | Cash and equivalents                                                                                               |                                            | $         | 73,923         |          
|                                        | Receivables, net of allowance for doubtful accounts of $927 as of September 29, 2005 and $862 as of March 31, 2005 |                                            |           | 51,224         |          
|                                        | Other current assets                                                                                               |                                            |           | 39,541         |          
|                                        |                                                                                                                    |                                            |           |                |          
|                                        |                                                                                                                    | Total current assets                       |           |                | 164,688  
|Property, net                           |                                                                                                                    |                                            | 814,146   |                |          
|Intangible assets, net                  |                                                                                                                    |                                            | 181,129   |                |          
|Goodwill                                |                                                                                                                    |                                            | 1,313,865 |                |          
|Deferred income taxes                   |                                                                                                                    |                                            | 55,925    |                |          
|Other long term assets                  |                                                                                                                    |                                            | 117,099   |                |          
|                                        |                                                                                                                    |                                            |           |                |          
|                                        |                                                                                                                    | Total assets                               |           | $              | 2,646,852
|                                        |                                                                                                                    |                                            |           |                |          
|LIABILITIES AND STOCKHOLDERS' EQUITY    |                                                                                                                    |                                            |           |                |          
|Current liabilities:                    |                                                                                                                    |                                            |           |                |          
|                                        | Accounts payable                                                                                                   |                                            | $         | 86,217         |          
|                                        | Accrued expenses and other liabilities                                                                             |                                            |           | 108,824        |          
|                                        | Deferred revenues and income                                                                                       |                                            |           | 62,859         |          
|                                        | Current maturities of capital and financing lease obligations                                                      |                                            |           | 2,574          |          
|                                        |                                                                                                                    |                                            |           |                |          
|                                        |                                                                                                                    | Total current liabilities                  |           |                | 260,474  
|Corporate borrowings                    |                                                                                                                    |                                            | 1,354,342 |                |          
|Capital and financing lease obligations |                                                                                                                    |                                            | 34,711    |                |          
|Other long term liabilities             |                                                                                                                    |                                            | 321,213   |                |          
|                                        |                                                                                                                    |                                            |           |                |          
|                                        |                                                                                                                    | Total liabilities                          |           |                | 1,970,740
|                                        |                                                                                                                    |                                            |           |                |          
|Stockholders' equity:                   |                                                                                                                    |                                            |           |                |          
|                                        | Common Stock, 1¢ par value; 769,350 shares issued as of September 29, 2005 and March 31, 2005                      |                                            |           | 8              |          
|                                        | Additional paid in capital                                                                                         |                                            |           | 766,857        |          
|                                        | Accumulated other comprehensive income (loss)                                                                      |                                            |           | (1,945         | )        
|                                        | Accumulated deficit                                                                                                |                                            |           | (88,808        | )        
|                                        |                                                                                                                    |                                            |           |                |          
|                                        |                                                                                                                    | Total stockholders' equity                 |           |                | 676,112  
|                                        |                                                                                                                    |                                            |           |                |          
|                                        |                                                                                                                    | Total liabilities and stockholders' equity |           | $              | 2,646,852
|                                        |                                                                                                                    |                                            |           |                |          

See
Notes to Consolidated Financial Statements.

4

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

|                                                                                           |                                                                            | Twenty-six
Weeks Ended
September 29,
2005                   |         | From Inception
July 16, 2004
through
September 30,
2004 |         | Twenty-six
Weeks Ended
September 30,
2004 |         
|------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------- | ----------------------------------------------------------- | ------- | ------------------------------------------------------- | ------- | ----------------------------------------- | --------
|
|INCREASE IN CASH AND EQUIVALENTS                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|Cash flows from operating activities:                                                      |                                                                            |                                                             |         |                                                         |         |                                           |         
|Net earnings (loss)                                                                        |                                                                            | $                                                           | (44,418 | )                                                       | $       | (5,829                                    | )       
|Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: |                                                                            |                                                             |         |                                                         |         |                                           |         
|                                                                                           | Depreciation and amortization                                              |                                                             |         | 76,173                                                  |         |                                           |        
|                                                                                           | Non cash portion of stock based compensation                               |                                                             |         | 747                                                     |         |                                           |        
|                                                                                           | Non cash portion of pension and postretirement expense                     |                                                             |         | 2,007                                                   |         |                                           |        
|                                                                                           | Deferred income taxes                                                      |                                                             |         | 5,125                                                   |         |                                           |        
|                                                                                           | Change in assets and liabilities, net of effects from acquisition:         |                                                             |         |                                                         |         |                                           |         
|                                                                                           |                                                                            | Receivables                                                 |         |                                                         | (5,264  | )                                         |         
|                                                                                           |                                                                            | Other assets                                                |         |                                                         | 23,438  |                                           |         
|                                                                                           |                                                                            | Accounts payable                                            |         |                                                         | (12,893 | )                                         |         
|                                                                                           |                                                                            | Accrued expenses and other liabilities                      |         |                                                         | (34,148 | )                                         |         
|                                                                                           | Other, net                                                                 |                                                             |         | 1,610                                                   |         |                                           | 250     
|                                                                                           | Amortization of discount on corporate borrowings                           |                                                             |         | 9,811                                                   |         |                                           | 2,400   
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|                                                                                           | Net cash provided by operating activities                                  |                                                             |         | 22,188                                                  |         |                                           | 894     
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|Cash flows from investing activities:                                                      |                                                                            |                                                             |         |                                                         |         |                                           |         
|Capital expenditures                                                                       |                                                                            |                                                             | (44,437 | )                                                       |         |                                          |         
|                                                                                           | Construction project costs:                                                |                                                             |         |                                                         |         |                                           |         
|                                                                                           |                                                                            | Reimbursable by landlord                                    |         |                                                         | (5,414  | )                                         |         
|                                                                                           |                                                                            | Reimbursed by landlord                                      |         |                                                         | 1,734   |                                           |         
|                                                                                           | Net change in reimbursable construction advance                            |                                                             |         | (4,856                                                  | )       |                                           |        
|                                                                                           | Proceeds on disposal-discontinued operations                               |                                                             |         | 53,456                                                  |         |                                           |        
|                                                                                           | Increase in restricted cash                                                |                                                             |         |                                                        |         |                                           | (625,812
|                                                                                           | Proceeds from disposition of long term assets                              |                                                             |         |                                                        |         |                                           |        
|                                                                                           | Other, net                                                                 |                                                             |         | (1,021                                                  | )       |                                           |        
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|                                                                                           | Net cash used in investing activities                                      |                                                             |         | (538                                                    | )       |                                           | (625,812
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|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 
|                                                                                           | Proceeds from sale/leasebacks                                              |                                                             |         | 6,661                                                   |         |                                           |        
|                                                                                           | Principal payments under capital and financing lease obligations           |                                                             |         | (1,717                                                  | )       |                                           |        
|                                                                                           | Change in cash overdrafts                                                  |                                                             |         | (27,227                                                 | )       |                                           |        
|                                                                                           | Change in construction payables                                            |                                                             |         | 2,449                                                   |         |                                           |        
|                                                                                           | Cash portion of preferred dividends                                        |                                                             |         |                                                        |         |                                           |        
|                                                                                           | Deferred financing costs                                                   |                                                             |         | (938                                                    | )       |                                           |        
|                                                                                           | Treasury stock purchases and other                                         |                                                             |         |                                                        |         |                                           |        
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|                                                                                           | Net cash (used in) provided by financing activities                        |                                                             |         | (20,772                                                 | )       |                                           | 624,918 
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|                                                                                           | Effect of exchange rate changes on cash and equivalents                    |                                                             |         | 100                                                     |         |                                           |        
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|Net increase in cash and equivalents                                                       |                                                                            |                                                             | 978     |                                                         |         |                                          |         
|Cash and equivalents at beginning of period                                                |                                                                            |                                                             | 72,945  |                                                         |         |                                          |         
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|Cash and equivalents at end of period                                                      |                                                                            | $                                                           | 73,923  |                                                         | $       |                                          |         
|                                                                                           |                                                                            |                                                             |         |                                                         |         |                                           |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                          |                                                                            |                                                             |         |                                                         |         |                                           |         
|                                                                                           | Cash paid during the period for:                                           |                                                             |         |                                                         |         |                                           |         
|                                                                                           |                                                                            | Interest (including amounts capitalized of $1,332 and $439) |         | $                                                       | 54,062  |                                           | $       
|                                                                                           |                                                                            | Income taxes paid, net of refunds                           |         |                                                         | 850     |                                           |         
|Schedule of non cash investing and financing activities:                                   |                                                                            |                                                             |         |                                                         |         |                                           |         
|                                                                                           | Assets capitalized under EITF 97-10                                        |                                                             | $       | 5,414                                                   |         | $                                         |        
|                                                                                           | Issue 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  September 29, 2005    (Unaudited)

NOTE 1BASIS OF PRESENTATION

Marquee Holdings Inc. ("Holdings") is an investment vehicle owned by J.P. Morgan Partners (BHCA) 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" or the "Company") pursuant to a definitive merger agreement approved by AMCE's Board of Directors on July 22, 2004. Holdings is a holding company with no operations of its
own and it has one direct subsidiary, AMCE.

AMC
Entertainment Inc. is an intermediate holding company which, through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. ("AMC") and its subsidiaries and AMC
Entertainment International, Inc. ("AMCEI") and its subsidiaries (collectively with 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, China (Hong Kong), 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.

The
Company completed a merger on December 23, 2004 in which Holdings' Subsidiary, Marquee Inc. ("Marquee"), acquired the Company. See Note 2Acquisitions for additional
information regarding the merger. Holdings is a company 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. 141,Business
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 twenty-six weeks ended September 29, 2005 and the period from inception July 16, 2004 through September 30, 2004 and those of its Predecessor,
AMCE, for the thirteen and twenty-six weeks ended September 30, 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

6

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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 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's Consolidated Financial Statements from its inception on July 16, 2004 through September 30, 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 twenty-six weeks ended September 30, 2004 include interest
expense of $2,429,000 and interest income of $247,000.

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 will be 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, 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 twenty-six
weeks ended September 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 sheet. The amount of these checks included in accounts payable as of September 29, 2005 and
March 31, 2005 was $8,093,000 and $35,320,000, respectively.

Amounts
previously reported in 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 on September 1, 2005. Amounts previously reported in 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.

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, the Company 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 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 (the "Merger") 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

7

---



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                    |  |   | 98,969    |  
|Property, net                           |  |   | 899,283   |  
|Intangible assets                       |  |   | 205,148   |  
|Goodwill                                |  |   | 1,394,856 |  
|Deferred income taxes                   |  |   | 53,910    |  
|Other long-term assets                  |  |   | 61,006    |  
|Current liabilities                     |  |   | (344,678  | )
|Corporate borrowings                    |  |   | (709,283  | )
|Capital and financing lease obligations |  |   | (66,525   | )
|Other long-term liabilities             |  |   | (324,122  | )
|                                        |  |   |          
|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 preliminarily allocated to the Company's U.S. and Canada
theatrical exhibition operating segment, NCN and other operating segment, Japan AMC Theatres Inc. and the Company's Japan branch (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 NCN and 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.

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

8

---



the
Company's results of 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 Weeks                          |         | Twenty-six Weeks |        
|---------------------------------------------------------------- | ------------------------------------- | --------------------------------------- | ------- | ---------------- | -------
|
|
|
|Revenues                                                         |                                       |                                         |         |                  |        
|                                                                 | Admissions                            |                                         | $       | 303,633          |        
|                                                                 | Concessions                           |                                         |         | 113,610          |        
|                                                                 | Other revenue                         |                                         |         | 26,876           |        
|                                                                 |                                       |                                         |         |                  |        
|                                                                 |                                       | Total revenues                          |         |                  | 444,119
|                                                                 |                                       |                                         |         |                  |        
|Expenses                                                         |                                       |                                         |         |                  |        
|                                                                 | Film exhibition costs                 |                                         |         | 161,137          |        
|                                                                 | Concession costs                      |                                         |         | 12,533           |        
|                                                                 | Operating expense                     |                                         |         | 116,121          |        
|                                                                 | Rent                                  |                                         |         | 77,781           |        
|                                                                 | General and administrative:           |                                         |         |                  |        
|                                                                 |                                       | Merger and acquisition costs*           |         |                  | 3,056  
|                                                                 |                                       | Management fee                          |         |                  | 500    
|                                                                 |                                       | Other                                   |         |                  | 14,119 
|                                                                 | Preopening expense                    |                                         |         | 548              |        
|                                                                 | Theatre and other closure expense     |                                         |         | 10,540           |        
|                                                                 | Depreciation and amortization         |                                         |         | 42,022           |        
|                                                                 | Disposition of assets and other gains |                                         |         | (100             | )      
|                                                                 |                                       |                                         |         |                  |        
|                                                                 |                                       | Total costs and expenses                |         |                  | 438,257
|                                                                 |                                       |                                         |         |                  |        
|Other expense (income)                                           |                                       |                                         |         |                  |        
|                                                                 | Interest expense                      |                                         |         |                  |        
|                                                                 |                                       | Corporate borrowings                    |         |                  | 30,175 
|                                                                 |                                       | Capital and financing lease obligations |         |                  | 2,499  
|                                                                 | Investment income                     |                                         |         | (2,207           | )      
|                                                                 |                                       |                                         |         |                  |        
|Total other expense                                              |                                       |                                         | 30,467  |                  |        
|                                                                 |                                       |                                         |         |                  |        
|Loss from continuing operations before income taxes              |                                       |                                         | (24,605 | )                |        
|Income tax benefit                                               |                                       |                                         | (6,600  | )                |        
|                                                                 |                                       |                                         |         |                  |        
|Loss from continuing operations                                  |                                       |                                         | (18,005 | )                |        
|Earnings from discontinued operations, net of income tax benefit |                                       |                                         | 521     |                  |        
|                                                                 |                                       |                                         |         |                  |        
|Net loss                                                         |                                       | $                                       | (17,484 | )                | $      
|                                                                 |                                       |                                         |         |                  |        

---

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 Weeks Ended    |        | Twenty-six Weeks Ended
|-------------------------------------------- | ---------------------------------------- | ----------------------- | ------ | ----------------------
|
|
|
|Revenues                                     |                                          |                         |        |                       
|                                             | Admissions                               |                         | $      | 2,138                 
|                                             | Concessions                              |                         |        | 398                   
|                                             | Other revenue                            |                         |        | 111                   
|                                             |                                          |                         |        |                       
|                                             |                                          | Total revenue           |        |                       
|                                             |                                          |                         |        |                       
|Costs and Expense                            |                                          |                         |        |                       
|                                             | Film exhibition costs                    |                         |        | 1,221                 
|                                             | Concession costs                         |                         |        | 70                    
|                                             | Operating expense                        |                         |        | 505                   
|                                             | Rent                                     |                         |        | 664                   
|                                             | General and administrative expenseother |                         |        | 455                   
|                                             | Depreciation and amortization            |                         |        | 2                     
|                                             |                                          |                         |        |                       
|                                             |                                          | Total costs and expense |        |                       
|                                             |                                          |                         |        |                       
|Earnings (loss) before income taxes          |                                          |                         | (270   | )                     
|Income tax provision                         |                                          |                         | 2,500  |                       
|                                             |                                          |                         |        |                       
|Earnings (loss) from discontinued operations |                                          | $                       | (2,770 | )                     
|                                             |                                          |                         |        |                       

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 8.

10

---



NOTE 4COMPREHENSIVE EARNINGS (LOSS)

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

|                                                                       |  | Thirteen Weeks
Ended
September 29,
2005 |         | From
Inception
July 16, 2004
through
September 30,
2004 |   | Thirteen Weeks
Ended
September 30,
2004 |   | Twenty-six
Weeks Ended
September 29,
2005 |        | From
Inception
July 16, 2004
through
September 30,
2004 |   | Twenty-six
Weeks Ended
September 30,
2004 |  
|---------------------------------------------------------------------- |  | --------------------------------------- | ------- | ------------------------------------------------------- | - | --------------------------------------- | - | ----------------------------------------- | ------ | ------------------------------------------------------- | - | ----------------------------------------- | -
|
|Net earnings (loss)                                                    |  | $                                       | (13,227 | )                                                       | $ | (5,829                                  | ) | $                                         | (6,708 | )                                                       | $ | (44,418                                   | )
|Foreign currency translation adjustment                                |  |                                         |        |                                                         |   |                                        |   |                                           | (554   | )                                                       |   | (2,364                                    | )
|Decrease (increase) in unrealized loss on marketable equity securities |  |                                         | 114     |                                                         |   |                                        |   |                                           | 10     |                                                         |   | 34                                        |  
|                                                                       |  |                                         |         |                                                         |   |                                         |   |                                           |        |                                                         |   |                                           |  
|Total comprehensive earnings (loss)                                    |  | $                                       | (13,113 | )                                                       | $ | (5,829                                  | ) | $                                         | (7,252 | )                                                       | $ | (46,748                                   | )
|                                                                       |  |                                         |         |                                                         |   |                                         |   |                                           |        |                                                         |   |                                           |  

NOTE 5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 September 29, 2005, there was $10,752,000 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 holders of Holdings' stock and stock options have put rights associated with their options
and shares whereby they can require Holdings to repurchase their options and shares. These liability-classified options and shares are required to be remeasured during each reporting period. The
Successor has recorded $747,000 of stock-based compensation expense and has recognized a deferred income tax benefit of approximately $299,000 in its Consolidated Statements of Operations during the
twenty-six week Successor period ended September 29, 2005. The Successor has recorded $(369,000) of stock-based compensation expense and has recognized a deferred income tax expense of approximately
$159,000 in its Consolidated Statements of Operations during the thirteen week Successor period ended September 29, 2005. Of the $1,948,000 cumulative stock-based compensation expense recorded since
the inception of the Holdings plan, $683,000 is included within other long-term liabilities and $1,265,000 is included within additional paid-in capital on the Company's Consolidated Balance Sheet at
September 29, 2005. The Company has recognized cumulative deferred income tax benefits in its Consolidated Statements of Operations of approximately $780,000 related to these options. The Successor
has recorded $1,172,000 of other income related to the liability classified shares during the thirteen and twenty-six weeks ended September 29, 2005 and a liability for the shares of $2,578,000 at
September 29, 2005 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 Employeesand related interpretations. Stock-based employee compensation
expense related to restricted stock awards and deferred stock units of $5,345,000 was reflected in net earnings for the twenty-six weeks ended September 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.

11

---



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 the period ended September 30, 2004:

|                     |             | Thirteen Weeks
Ended                                                                                                         |       | Twenty-six Weeks
Ended |       
|-------------------- | ----------- | ---------------------------------------------------------------------------------------------------------------------------- | ----- | ---------------------- | ------
|
|
|Net earnings (loss): |             |                                                                                                                              |       |                        |       
|                     | As reported |                                                                                                                              | $     | (6,708                 | )     
|                     |             | Add: Stock based compensation expense included in reported net earnings, net of related tax effects                          |       |                        | 1,625 
|                     |             | Deduct: Total stock based compensation expense determined under fair value method for all awards, net of related tax effects |       |                        | (1,625
|                     |             |                                                                                                                              |       |                        |       
|Pro forma            |             | $                                                                                                                            | 6,708 |                        | $     
|                     |             |                                                                                                                              |       |                        |       

NOTE 6THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

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

|                  |                                    | Twenty-six Weeks Ended |       
|----------------- | ---------------------------------- | ---------------------- | ------
|
|
|Beginning Balance |                                    | $                      | 28,506
|                  | Theatre and other closure expense  |                        |       
|                  | Interest expense                   |                        |       
|                  | Payments                           |                        |       
|                  | General and administrative expense |                        |       
|                  | Transfer of deferred rent          |                        |       
|                  |                                    |                        |       
|Ending Balance    |                                    | $                      | 25,380
|                  |                                    |                        |       

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 September 29, 2005 by operating segment are as follows (in thousands):

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

12

---



NOTE 7RESTRUCTURING

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

|                     |  | Twenty-six Weeks Ended
September 29, 2005 |       
|-------------------- |  | ----------------------------------------- | ------
|
|Beginning balance    |  | $                                         | 4,926 
|Restructuring charge |  |                                           | 3,149 
|Payments             |  |                                           | (7,994
|                     |  |                                           |       
|Ending balance       |  | $                                         | 81    
|                     |  |                                           |       

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

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

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

NOTE 8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:

|                                               |  | Twenty-six Weeks Ended |   
|---------------------------------------------- |  | ---------------------- | --
|
|
|Federal statutory rate                         |  | 35.0                   | % 
|Non-deductible goodwill                        |  | (46.6                  | )%
|Valuation allowance                            |  | (1.4                   | )%
|State income taxes, net of federal tax benefit |  | (2.0                   | )%
|Other, net                                     |  | (0.9                   | )%
|                                               |  |                        |   
|Effective tax rate                             |  | (15.9                  | )%
|                                               |  |                        |   

The Company determines income tax expense for interim periods by applying Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income
Taxes,and 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 effective
federal income tax rate of 35%. Non-deductible goodwill relates to the goodwill disposed with the Japan theatres, which is discussed in Note 2.

Holdings
provided a full valuation allowance for its deferred tax assets as of September 30, 2004. Holdings had no operations of its own as of September 30, 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.

13

---



NOTE 9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 twenty-six weeks ended September 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 twenty-six weeks ended September 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.

Net
periodic benefit cost recognized for the three plans during the thirteen weeks ended September 29, 2005 and September 30, 2004 consists of the following (in thousands):

|                                         |                                                    | Pension Benefits |       | Other Benefits
|---------------------------------------- | -------------------------------------------------- | ---------------- | ----- | --------------
|
|
|Components of net periodic benefit cost: |                                                    |                  |       |               
|                                         | Service cost                                       |                  | $     | 959           
|                                         | Interest cost                                      |                  |       | 1,150         
|                                         | Expected return on plan assets                     |                  |       | (909          
|                                         | Recognized net actuarial loss                      |                  |       |              
|                                         | Amortization of unrecognized transition obligation |                  |       |              
|                                         | Amortization of prior service cost                 |                  |       |              
|                                         | Curtailment gain                                   |                  |       |              
|                                         |                                                    |                  |       |               
|Net periodic benefit cost                |                                                    | $                | 1,200 |               
|                                         |                                                    |                  |       |               

Net periodic benefit cost recognized for the three plans during the twenty-six weeks ended September 29, 2005 and September 30, 2004
consists of the following (in thousands):

|                                         |                                                    | Pension Benefits |       | Other Benefits
|---------------------------------------- | -------------------------------------------------- | ---------------- | ----- | --------------
|
|
|Components of net periodic benefit cost: |                                                    |                  |       |               
|Service cost                             |                                                    | $                | 1,918 |               
|                                         | Interest cost                                      |                  |       | 2,300         
|                                         | Expected return on plan assets                     |                  |       | (1,818        
|                                         | Recognized net actuarial loss                      |                  |       |              
|                                         | Amortization of unrecognized transition obligation |                  |       |              
|                                         | Amortization of prior service cost                 |                  |       |              
|                                         | Curtailment gain                                   |                  |       |              
|                                         |                                                    |                  |       |               
|Net periodic benefit cost                |                                                    | $                | 2,400 |               
|                                         |                                                    |                  |       |               

14

---



NOTE 10OPERATING SEGMENTS

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

|                                      |  | Thirteen Weeks Ended |         | Twenty-six Weeks Ended |  
|------------------------------------- |  | -------------------- | ------- | ---------------------- | -
|
|
|Revenues                              |  |                      |         |                        |  
|U.S. and Canada theatrical exhibition |  | $                    | 377,004 |                        | $
|International theatrical exhibition   |  |                      | 16,835  |                        |  
|NCN and other(1)                      |  |                      | 11,654  |                        |  
|Intersegment elimination              |  |                      | (6,556  | )                      |  
|                                      |  |                      |         |                        |  
|Total revenues                        |  | $                    | 398,937 |                        | $
|                                      |  |                      |         |                        |  
|Segment Adjusted EBITDA               |  |                      |         |                        |  
|U.S. and Canada theatrical exhibition |  | $                    | 57,509  |                        | $
|International theatrical exhibition   |  |                      | 131     |                        |  
|NCN and other                         |  |                      | (115    | )                      |  
|                                      |  |                      |         |                        |  
|Segment Adjusted EBITDA               |  | $                    | 57,525  |                        | $
|                                      |  |                      |         |                        |  

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

|                                                               |                                       | 13 Weeks
Ended
September 29,
2005 |         | From Inception
July 16, 2004
through
September 30,
2004 |   | 13 Weeks
Ended
September 30,
2004 |       | 26 Weeks
Ended
September 29,
2005 |        | From Inception
July 16, 2004
through
September 30,
2004 |   | 26 Weeks
Ended
September 30,
2004 |       
|-------------------------------------------------------------- | ------------------------------------- | --------------------------------- | ------- | ------------------------------------------------------- | - | --------------------------------- | ----- | --------------------------------- | ------ | ------------------------------------------------------- | - | --------------------------------- | ------
|
|Earnings (loss) from continuing operations before income taxes |                                       | $                                 | (16,357 | )                                                       | $ | (5,829                            | )     | $                                 | (6,829 | )                                                       | $ | (36,524                           | )     
|Plus:                                                          |                                       |                                   |         |                                                         |   |                                   |       |                                   |        |                                                         |   |                                   |       
|                                                               | Interest expense                      |                                   |         | 31,730                                                  |   |                                   | 6,723 |                                   |        | 25,389                                                  |   |                                   | 63,712
|                                                               | Depreciation and amortization         |                                   |         | 37,956                                                  |   |                                   |      |                                   |        | 30,387                                                  |   |                                   | 75,467
|                                                               | Preopening expense                    |                                   |         | 728                                                     |   |                                   |      |                                   |        | 548                                                     |   |                                   | 736   
|                                                               | Theatre and other closure expense     |                                   |         | 346                                                     |   |                                   |      |                                   |        | 10,540                                                  |   |                                   | 980   
|                                                               | Restructuring charge                  |                                   |         | 839                                                     |   |                                   |      |                                   |        |                                                        |   |                                   | 3,908 
|                                                               | Disposition of assets and other gains |                                   |         | (103                                                    | ) |                                   |      |                                   |        | (100                                                    | ) |                                   | (770  
|                                                               | Investment income                     |                                   |         | (976                                                    | ) |                                   | (894  | )                                 |        | (2,207                                                  | ) |                                   | (480  
|                                                               | Other income (2)                      |                                   |         | (6,103                                                  | ) |                                   |      |                                   |        |                                                        |   |                                   | (7,219
|General and administrative expenseunallocated:                |                                       |                                   |         |                                                         |   |                                   |       |                                   |        |                                                         |   |                                   |       
|                                                               | Merger and acquisition costs          |                                   |         | 960                                                     |   |                                   |      |                                   |        | 3,056                                                   |   |                                   | 2,645 
|                                                               | Management fee                        |                                   |         | 500                                                     |   |                                   |      |                                   |        |                                                        |   |                                   | 1,000 
|                                                               | Other(3)                              |                                   |         | 8,005                                                   |   |                                   |      |                                   |        | 14,119                                                  |   |                                   | 18,199
|                                                               |                                       |                                   |         |                                                         |   |                                   |       |                                   |        |                                                         |   |                                   |       
|Segment Adjusted EBITDA                                        |                                       | $                                 | 57,525  |                                                         | $ |                                  |       | $                                 | 74,903 |                                                         | $ | 121,654                           |       
|                                                               |                                       |                                   |         |                                                         |   |                                   |       |                                   |        |                                                         |   |                                   |       

15

---



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

|                                                |  | September 29,
2005 |           | September 30,
2004 |  
|----------------------------------------------- |  | ------------------ | --------- | ------------------ | -
|
|Long-term Assets                                |  |                    |           |                    |  
|U.S. and Canada theatrical exhibition           |  | $                  | 3,002,205 |                    | $
|International theatrical exhibition             |  |                    | 103,447   |                    |  
|NCN and other                                   |  |                    | 345       |                    |  
|                                                |  |                    |           |                    |  
|Total segment long-term assets(4)               |  |                    | 3,105,997 |                    |  
|Construction in progress                        |  |                    | 37,365    |                    |  
|Corporate                                       |  |                    | 278,091   |                    |  
|Accumulated depreciationproperty               |  |                    | (855,938  | )                  |  
|Accumulated amortizationintangible assets      |  |                    | (44,028   | )                  |  
|Accumulated amortizationother long-term assets |  |                    | (39,323   | )                  |  
|                                                |  |                    |           |                    |  
|Consolidated long-term assets, net              |  | $                  | 2,482,164 |                    | $
|                                                |  |                    |           |                    |  

|                                                                   |  | September 29,
2005 |           | September 30,
2004
|------------------------------------------------------------------ |  | ------------------ | --------- | ------------------
|
|Long-term Assets, net of accumulated depreciation and amortization |  |                    |           |                   
|U.S. and Canada theatrical exhibition                              |  | $                  | 2,197,423 |                   
|International theatrical exhibition                                |  |                    | 40,100    |                   
|NCN and other                                                      |  |                    | 83        |                   
|                                                                   |  |                    |           |                   
|Total segment long-term assets(4)                                  |  |                    | 2,237,606 |                   
|Construction in progress                                           |  |                    | 37,365    |                   
|Corporate                                                          |  |                    | 207,193   |                   
|                                                                   |  |                    |           |                   
|Consolidated long-term assets, net                                 |  | $                  | 2,482,164 |                   
|                                                                   |  |                    |           |                   

---

16

---



|                              |  | September 29,
2005 |           | September 30,
2004
|----------------------------- |  | ------------------ | --------- | ------------------
|
|Consolidated Balance Sheet    |  |                    |           |                   
|Property, net                 |  | $                  | 814,146   |                   
|Intangible assets, net        |  |                    | 181,129   |                   
|Goodwill                      |  |                    | 1,313,865 |                   
|Deferred income taxes         |  |                    | 55,925    |                   
|Other long-term assets        |  |                    | 117,099   |                   
|                              |  |                    |           |                   
|Consolidated long-term assets |  | $                  | 2,482,164 |                   
|                              |  |                    |           |                   

NOTE 11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.

17

---



Thirteen Weeks Ended September 30, 2004 (Predecessor)

|                                                               |                                                 | Parent
Obligor               |         | Subsidiary
Guarantors |    | Subsidiary
Non-Guarantors |         | Consolidating
Adjustments |        | Consolidated
AMC
Entertainment Inc. |       
|-------------------------------------------------------------- | ----------------------------------------------- | ---------------------------- | ------- | --------------------- | -- | ------------------------- | ------- | ------------------------- | ------ | ----------------------------------- | ------
|
|
|Revenues                                                       |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|                                                               | Admissions                                      |                              | $       |                      |    | $                         | 292,375 |                           | $      | 11,258                              |       
|                                                               | Concessions                                     |                              |         |                      |    |                           | 109,502 |                           |        | 4,108                               |       
|                                                               | Other revenue                                   |                              |         |                      |    |                           | 25,959  |                           |        | 917                                 |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|                                                               |                                                 | Total revenues               |         |                       |   |                           |         | 427,836                   |        |                                     | 16,283
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Costs and Expenses                                             |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|                                                               | Film exhibition costs                           |                              |         |                      |    |                           | 155,559 |                           |        | 5,578                               |       
|                                                               | Concession costs                                |                              |         |                      |    |                           | 11,579  |                           |        | 954                                 |       
|                                                               | Operating expense                               |                              |         |                      |    |                           | 111,440 |                           |        | 4,681                               |       
|                                                               | Rent                                            |                              |         |                      |    |                           | 74,626  |                           |        | 4,799                               |       
|                                                               | General and administrative:                     |                              |         |                       |    |                           |         |                           |        |                                     |       
|                                                               |                                                 | Merger and acquisition costs |         |                       |   |                           |         | 3,056                     |        |                                     |      
|                                                               |                                                 | Other                        |         |                       | 49 |                           |         | 13,704                    |        |                                     | 366   
|                                                               | Preopening expense                              |                              |         |                      |    |                           | 548     |                           |        |                                    |       
|                                                               | Theatre and other closure expense               |                              |         |                      |    |                           | 10,540  |                           |        |                                    |       
|                                                               | Depreciation and amortization                   |                              |         |                      |    |                           | 28,614  |                           |        | 1,773                               |       
|                                                               | Disposition of assets and other gains           |                              |         |                      |    |                           | (100    | )                         |        |                                    |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|                                                               | Total costs and expenses                        |                              |         | 49                    |    |                           | 409,566 |                           |        | 18,151                              |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Other expense (income)                                         |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|                                                               | Equity in net losses (earnings) of subsidiaries |                              |         | (50                   | )  |                           | 2,211   |                           |        |                                    |       
|Interest expense                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|                                                               | Corporate borrowings                            |                              |         | 22,595                |    |                           | 14,585  |                           |        | 732                                 |       
|                                                               | Capital and financing lease obligations         |                              |         |                      |    |                           | 1,942   |                           |        | 557                                 |       
|                                                               | Investment income                               |                              |         | (15,186               | )  |                           | (1,418  | )                         |        | (625                                | )     
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Total other expense                                            |                                                 |                              | 7,359   |                       |    | 17,320                    |         |                           | 664    |                                     |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Earnings (loss) from continuing operations before income taxes |                                                 |                              | (7,408  | )                     |    | 950                       |         |                           | (2,532 | )                                   |       
|Income tax provision (benefit)                                 |                                                 |                              | (700    | )                     |    | 900                       |         |                           | 200    |                                     |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Earnings (loss) from continuing operations                     |                                                 |                              | (6,708  | )                     |    | 50                        |         |                           | (2,732 | )                                   |       
|Earnings from discontinued operations, net of income taxes     |                                                 |                              |        |                       |    |                          |         |                           | 521    |                                     |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Net earnings (loss)                                            |                                                 | $                            | (6,708  | )                     | $  | 50                        |         | $                         | (2,211 | )                                   | $     
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Preferred dividends and allocation of undistributed earnings   |                                                 |                              | 5,661   |                       |    |                           |         |                           |        |                                     |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       
|Net loss for shares of common stock                            |                                                 | $                            | (12,369 | )                     |    |                           |         |                           |        |                                     |       
|                                                               |                                                 |                              |         |                       |    |                           |         |                           |        |                                     |       

18

---



Twenty-six Weeks Ended September 30, 2004 (Predecessor):

|                                                               |                                                 | Parent
Obligor                          |                                       | Subsidiary
Guarantors |        | Subsidiary
Non-Guarantors |         | Consolidating
Adjustments |        | Marquee Inc. |       
|-------------------------------------------------------------- | ----------------------------------------------- | --------------------------------------- | ------------------------------------- | --------------------- | ------ | ------------------------- | ------- | ------------------------- | ------ | ------------ | ------
|
|
|Revenues                                                       |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|                                                               | Admissions                                      |                                         | $                                     |                      |        | $                         | 604,298 |                           | $      | 20,589       |       
|                                                               | Concessions                                     |                                         |                                       |                      |        |                           | 232,770 |                           |        | 7,262        |       
|                                                               | Other revenue                                   |                                         |                                       |                      |        |                           | 51,595  |                           |        | 1,777        |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|                                                               |                                                 | Total revenues                          |                                       |                       |       |                           |         | 888,663                   |        |              | 29,628
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Costs and Expenses                                             |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|                                                               | Film exhibition costs                           |                                         |                                       |                      |        |                           | 324,466 |                           |        | 10,148       |       
|                                                               | Concession costs                                |                                         |                                       |                      |        |                           | 25,798  |                           |        | 1,700        |       
|                                                               | Operating expense                               |                                         |                                       |                      |        |                           | 219,729 |                           |        | 9,300        |       
|                                                               | Rent                                            |                                         |                                       |                      |        |                           | 149,304 |                           |        | 9,586        |       
|                                                               | General and administrative:                     |                                         |                                       |                       |        |                           |         |                           |        |              |       
|                                                               |                                                 | Merger and acquisition costs            |                                       |                       |       |                           |         | 3,843                     |        |              |      
|                                                               |                                                 | Other                                   |                                       |                       | 98     |                           |         | 29,870                    |        |              | 538   
|                                                               |                                                 | Preopening expense                      |                                       |                       |       |                           |         | 981                       |        |              |      
|                                                               |                                                 | Theatre and other closure expense       |                                       |                       |       |                           |         | 10,321                    |        |              |      
|                                                               |                                                 | Depreciation and amortization           |                                       |                       |       |                           |         | 57,600                    |        |              | 3,478 
|                                                               |                                                 |                                         | Disposition of assets and other gains |                       |        |                          |         |                           | (2,395 | )            |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|                                                               | Total costs and expenses                        |                                         |                                       | 98                    |        |                           | 819,517 |                           |        | 34,750       |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Other expense (income)                                         |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|                                                               | Equity in net losses (earnings) of subsidiaries |                                         |                                       | (18,995               | )      |                           | 6,216   |                           |        |             |       
|                                                               | Interest expense                                |                                         |                                       |                       |        |                           |         |                           |        |              |       
|                                                               |                                                 | Corporate borrowings                    |                                       |                       | 38,293 |                           |         | 25,586                    |        |              | 1,199 
|                                                               |                                                 | Capital and financing lease obligations |                                       |                       |       |                           |         | 3,898                     |        |              | 1,107 
|                                                               | Investment income                               |                                         |                                       | (25,876               | )      |                           | (2,349  | )                         |        | (954         | )     
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Total other expense                                            |                                                 |                                         | (6,578                                | )                     |        | 33,351                    |         |                           | 1,352  |              |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Earnings (loss) from continuing operations before income taxes |                                                 |                                         | 6,480                                 |                       |        | 35,795                    |         |                           | (6,474 | )            |       
|Income tax provision (benefit)                                 |                                                 |                                         | (2,700                                | )                     |        | 16,800                    |         |                           | 200    |              |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Earnings (loss) from continuing operations                     |                                                 |                                         | 9,180                                 |                       |        | 18,995                    |         |                           | (6,674 | )            |       
|Earning from discontinued operations, net of income taxes      |                                                 |                                         |                                      |                       |        |                          |         |                           | 458    |              |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Net earnings (loss)                                            |                                                 | $                                       | 9,180                                 |                       | $      | 18,995                    |         | $                         | (6,216 | )            | $     
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Preferred dividends and allocation of undistributed earnings   |                                                 |                                         | 12,720                                |                       |        |                           |         |                           |        |              |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       
|Net loss for shares of common stock                            |                                                 | $                                       | (3,540                                | )                     |        |                           |         |                           |        |              |       
|                                                               |                                                 |                                         |                                       |                       |        |                           |         |                           |        |              |       

19

---





Twenty-six Weeks ended September 30, 2004 (Predecessor):

|                                                        |                                                                        | Parent
Obligor |          | Subsidiary
Guarantors |   | Subsidiary
Non-Guarantors |         | Consolidating
Adjustments |        | Consolidated
AMC
Entertainment Inc. |  
|------------------------------------------------------- | ---------------------------------------------------------------------- | -------------- | -------- | --------------------- | - | ------------------------- | ------- | ------------------------- | ------ | ----------------------------------- | -
|
|
|Net cash provided by (used in) operating activities     |                                                                        | $              | 14,282   |                       | $ | 62,458                    |         | $                         | (1,276 | )                                   | $
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|Cash flows from investing activities:                   |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|                                                        | Capital expenditures                                                   |                |          |                      |   |                           | (50,196 | )                         |        | (1,717                              | )
|                                                        | Net change in reimbursable construction advance                        |                |          |                      |   |                           | 2,571   |                           |        | 3,856                               |  
|                                                        | Increase in restricted cash                                            |                |          | (625,812              | ) |                           |        |                           |        |                                    |  
|                                                        | Proceeds from disposal of discontinued operations                      |                |          |                      |   |                           | 83      |                           |        |                                    |  
|Other, net                                              |                                                                        |                |         |                       |   | (2,594                    | )       |                           | 226    |                                     |  
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|Net cash provided by (used in) investing activities     |                                                                        |                | (625,812 | )                     |   | (50,136                   | )       |                           | 2,365  |                                     |  
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|Cash flows from financing activities:                   |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|                                                        | Proceeds from issuance of 85/8% Sr Unsecured Fixed Rate Notes due 2012 |                |          | 250,000               |   |                           |        |                           |        |                                    |  
|                                                        | Proceeds from issuance of Sr Unsecured Floating Rate Notes due 2010    |                |          | 205,000               |   |                           |        |                           |        |                                    |  
|                                                        | Proceeds from issuance of 12% Sr Discount Notes due 2014               |                |          | 169,918               |   |                           |        |                           |        |                                    |  
|                                                        | Principal payments under capital and financing lease obligations       |                |          |                      |   |                           |        |                           |        | (1,357                              | )
|                                                        | Change in cash overdrafts                                              |                |          |                      |   |                           | 24,803  |                           |        |                                    |  
|                                                        | Change in construction payables                                        |                |          |                      |   |                           | 5,224   |                           |        |                                    |  
|                                                        | Cash portion of preferred dividends                                    |                |          | (9,349                | ) |                           |        |                           |        |                                    |  
|                                                        | Change in intercompany advances                                        |                |          | 12,932                |   |                           | (20,591 | )                         |        | 7,659                               |  
|                                                        | Deferred financing costs                                               |                |          | (16,683               | ) |                           | 15,574  |                           |        |                                    |  
|                                                        | Treasury stock purchases and other                                     |                |          | (288                  | ) |                           |        |                           |        |                                    |  
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|Net cash provided by financing activities               |                                                                        |                | 611,530  |                       |   | 25,010                    |         |                           | 6,302  |                                     |  
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|Effect of exchange rate changes on cash and equivalents |                                                                        |                |         |                       |   |                          |         |                           | (306   | )                                   |  
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|Net increase in cash and equivalents                    |                                                                        |                |         |                       |   | 37,332                    |         |                           | 7,085  |                                     |  
|Cash and equivalents at beginning of period             |                                                                        |                |         |                       |   | 304,409                   |         |                           | 28,839 |                                     |  
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  
|Cash and equivalents at end of period                   |                                                                        | $              |         |                       | $ | 341,741                   |         | $                         | 35,924 |                                     | $
|                                                        |                                                                        |                |          |                       |   |                           |         |                           |        |                                     |  

NOTE 12COMMITMENTS AND CONTINGENCIES

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 will merge with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews will merge
with and into the Company, with the Company continuing after the merger. The transactions are expected to close late in the Company's third fiscal quarter of 2006 or the fourth fiscal quarter of 2006
and are subject to the satisfaction of customary closing conditions for transactions of this type, including antitrust approval and completion of financing to refinance the Company's amended credit
facility and Loews' senior secured credit facility. Upon completion of the mergers, the existing stockholders of Holdings would hold approximately 60% of its outstanding capital stock, and the current
stockholders of LCE Holdings, including affiliates of Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors, would hold approximately 40% of the outstanding capital stock. We
expect to pay costs and incur expenses related to this transaction, including one-time termination benefits, of approximately $78,000,000.

20

---



The
companies plan to refinance their senior credit facilities in connection with the closing of the merger. The merger will not constitute a change of control for purposes of the
outstanding senior notes of Holdings or the outstanding senior notes or senior subordinated notes of AMCE. Under the terms of the indenture governing Loews' 9% Senior Subordinated Notes, the merger of
Loews and AMCE would constitute a change of control of Loews. Because Loews will not meet certain conditions in the indenture, upon consummation of the merger, they will be required to give holders of
their Senior Subordinated Notes an opportunity to sell the notes to them at a price of 101% of the principal amount of the notes, plus accrued and unpaid interest and additional interest (as defined
in the indenture), if any, to the date of repurchase. AMCE has secured commitments to finance this repurchase offer.

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. Two theatres totaling 20 screens have reopened. A third location totaling 12 screens has partially reopened. The remaining two theatres totaling 36 screens are expected to remain
closed for a period of three to six months while repairs to the theatres are made. 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 deductible amount is not projected to have a material impact on our financial
position or results of operations.

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 alleges that the Company has failed to provide persons in wheelchairs seating arrangements with lines of sight comparable to the general public.
The Department alleges various non-line-of-sight violations as well. The Department seeks 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 Department on the line-
of-sight aspects of the 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 site 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.
The trial court denied the Company's request, but postponed any further line of sight proceedings pending the Ninth Circuit Court of Appeals' ruling in a case with similar facts and issues, Oregon Paralyzed Veterans of America
v. Regal Cinemas, Inc.On June 28, 2004, the Supreme Court denied certiorari in the Regalcase. Accordingly, the Company is preparing for the remedies phase of the
litigation and has renewed settlement discussions with the Department.
The parties are briefing their positions on the issues on November 14, 2005.

The
Company has 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 estimates the range of loss to be between $179,350 and $273,938 at this time.

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 involves such matters as parking areas,
signage, ramps,

21

---



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 had violated
numerous sections of the ADA and engaged in a pattern and practice of violating the ADA.

On
December 5, 2003 the U.S. District Court for the Central District of California 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 the Company 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 September 29, 2005 the Company has incurred $5 million of these costs. The estimate is based on actual costs incurred on remediation work completed to date. The
actual cost 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 the 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, on behalf of the defendants, fees and expenses of plaintiffs' counsel of approximately $1.7 million (which such amounts the Company has accrued but believes
are covered by its existing 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. A settlement
hearing is scheduled for December 2, 2005 in the Circuit Court of Jackson County, Missouri.

22

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Conrad Grant v. American Multi-Cinema, Inc. and DOES 1 to 100;Orange County California Superior Court (Case No: 03CC00429).
On September 26, 2003, plaintiff filed this suit as a purported class action on behalf of himself and other current and former "senior managers," "salary operations managers" and persons
holding similar positions who claim, that they were improperly classified by the Company as exempt employees over the prior four years. On January 7, 2005, the Grant Court granted defendants'
motion to strike the class allegations. We have reached a settlement on Mr. Grant's individual claims against the Company, but the settlement agreement is still in the process of being
formalized.

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 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 23 theatres. The Company currently estimates its claim for repair costs at these theatres will aggregate approximately $34,600,000, of which it has expended approximately
$25,300,000 through September 29, 2005. The remainder is for projected costs of repairs yet to be performed. The Company is also 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 $6,000,000. 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 $675,000, $2,610,000 and $925,000 during fiscal 2006, 2005 and 2004, respectively. The
Company has also agreed to additional settlements totaling $560,000 for which payment of $260,000 was received in October 2005. Gain contingencies are recognized upon receipt.

NOTE 13NEW ACCOUNTING PRONOUNCEMENTS

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 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

23

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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.

In
December 2004, the FASB issued SFAS No. 153Exchanges of Nonmonetary AssetsAn Amendment of APB Opinion
No. 29. SFAS No. 153 is based on the principle that nonmonetary asset exchanges should be recorded and measured at the fair value of the assets exchanged, with
certain exceptions. This standard requires exchanges of productive assets to be accounted for at fair value, rather than at carryover basis, unless (1) neither the asset received nor the asset
surrendered has a fair value that is determinable within reasonable limits or (2) the transactions lack commercial substance. In addition the Board decided to retain the guidance in APB Opinion
No. 29 for assessing whether the fair value of a nonmonetary asset is determinable within reasonable limits. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Adoption of SFAS No. 153 is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash
flows.

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 Quarterly 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) our ability to enter into various financing programs; (ii) the cost and availability of
films and the performance of films licensed by us; (iii) competition, including the introduction of alternative forms of entertainment; (iv) construction delays; (v) the ability
to open or close theatres and screens as currently planned; (vi) the ability to sublease vacant retail space;

24

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(vii) domestic
and international political, social and economic conditions; (viii) demographic changes; (ix) increases in the demand for real estate; (x) changes in real
estate, zoning and tax laws; (xi) unforeseen changes in operating requirements; (xii) our ability to identify suitable acquisition candidates and successfully integrate acquisitions into
our operations, including the integration of Loews Cineplex Entertainment Corporation; and (xiii) results of significant litigation. 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

We are one of the world's leading theatrical exhibition companies. As of September 29, 2005, we owned, operated or had interests in 242 theatres
with a total of 3,643 screens, with 91%, or 3,316, of our screens in the U.S. and Canada, and 9%, or 327, of our screens in Argentina, Brazil, Chile, Uruguay; China (Hong Kong), France,
Portugal, Spain and the United Kingdom. We disposed of our last remaining theatre in Japan on September 1, 2005.

We
completed a merger on December 23, 2004 in which Marquee Holdings Inc. ("Holdings") acquired the Company. Marquee Inc. ("Marquee") 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 AMC Entertainment Inc. ("AMCE" or the "Company"), with AMCE 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 financial statements presented herein are those of the accounting acquiror for the thirteen and twenty-six week periods ended September 29, 2005, and those of its
Predecessor, AMCE, for the thirteen and twenty-six week periods ended September 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.

We
are organized as a holding company. Following the consummation of the merger on December 23, 2004, we became a privately held company, wholly owned by Holdings. Holdings is
wholly owned by J.P. Morgan Partners (BHCA) L.P., Apollo 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 Regal Entertainment Group combined our 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.

25

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("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 will merge with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews will merge with and into AMCE, with
AMCE continuing after the merger. The
transactions are expected to close late in the Company's third fiscal quarter of 2006 or the fourth fiscal quarter of 2006 and are subject to the satisfaction of customary closing conditions for
transactions of this type, including antitrust approval and completion of financing to refinance our amended credit facility and Loews' senior secured credit facility. Upon completion of the mergers,
the existing stockholders of Holdings would hold approximately 60% of its outstanding capital stock, and the current stockholders of LCE Holdings, including affiliates of Bain Capital Partners, LLC,
The Carlyle Group and Spectrum Equity Investors, would hold approximately 40% of the outstanding capital stock.

The
companies plan to refinance their senior credit facilities in connection with the closing of the merger. The merger will not constitute a change of control for purposes of the
outstanding senior notes of Marquee Holdings Inc. or our outstanding senior notes or our senior subordinated notes. Under the terms of the indenture governing Loews' 9% Senior Subordinated Notes, the
merger of Loews and AMCE would constitute a change of control of Loews. Because Loews will not meet certain conditions in the indenture, upon consummation of the merger, they will be required to give
holders of their Senior Subordinated Notes an opportunity to sell the notes to them at a price of 101% of the principal amount of the notes, plus accrued and unpaid interest and additional interest
(as defined in the indenture), if any, to the date of repurchase. AMCE has secured commitments to finance this repurchase offer.

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.

For
financial reporting purposes we have three segments, U.S. and Canada theatrical exhibition (formerly, North American theatrical exhibition), International theatrical exhibition and
NCN and other.

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 firm terms established prior to the opening of the picture or on a mutually
agreed settlement upon the conclusion of the picture run. Under a firm terms formula, we pay the distributor a specified

26

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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 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 September 29, 2005, we added 115 theatres with 2,403 new screens, acquired 98 theatres with 954 screens and disposed of 203
theatres with 1,344 screens. As of September 29, 2005, approximately 73%, or 2,647, of our screens were located in megaplex theatres.

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Operating Results

Set forth in the table below is a summary of revenues, costs and expenses attributable to the Company's U.S. and Canada and International theatrical exhibition
operations and NCN and other businesses. Reference is made to Note 10 to the Notes to Consolidated Financial Statements for additional information about our operations by operating segment.

|                                      |               | Thirteen Weeks Ended |         |         |         | Twenty-six Weeks Ended |         |         |      
|------------------------------------- | ------------- | -------------------- | ------- | ------- | ------- | ---------------------- | ------- | ------- | -----
|
|
|
|Revenues                              |               |                      |         |         |         |                        |         |         |      
|U.S. and Canada theatrical exhibition |               |                      |         |         |         |                        |         |         |      
|                                      | Admissions    |                      | $       | 258,276 |         | $                      | 290,331 |         | (11.0
|                                      | Concessions   |                      |         | 101,639 |         |                        | 109,224 |         | (6.9 
|                                      | Other theatre |                      |         | 17,089  |         |                        | 13,773  |         | 24.1 
|                                      |               |                      |         |         |         |                        |         |         |      
|                                      |               |                      | 377,004 |         |         | 413,328                |         | (8.8    | )%   
|                                      |               |                      |         |         |         |                        |         |         |      
|International theatrical exhibition   |               |                      |         |         |         |                        |         |         |      
|                                      | Admissions    |                      |         | 12,138  |         |                        | 13,302  |         | (8.8 
|                                      | Concessions   |                      |         | 4,040   |         |                        | 4,386   |         | (7.9 
|                                      | Other theatre |                      |         | 657     |         |                        | 674     |         | (2.5 
|                                      |               |                      |         |         |         |                        |         |         |      
|                                      |               |                      | 16,835  |         |         | 18,362                 |         | (8.3    | )%   
|                                      |               |                      |         |         |         |                        |         |         |      
|NCN and other                         |               |                      | 5,098   |         |         | 12,429                 |         | (59.0   | )%   
|                                      |               |                      |         |         |         |                        |         |         |      
|                                      |               | Total revenues       |         | $       | 398,937 |                        | $       | 444,119 |      
|                                      |               |                      |         |         |         |                        |         |         |      
|                                      |               |                      |         |         |         |                        |         |         |      

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|Cost of Operations                    |                                   |                          |         |         |         |         |         |         |       |      |         |         |         |         |         |         |      
|------------------------------------- | --------------------------------- | ------------------------ | ------- | ------- | ------- | ------- | ------- | ------- | ----- | ---- | ------- | ------- | ------- | ------- | ------- | ------- | -----
|U.S. and Canada theatrical exhibition |                                   |                          |         |         |         |         |         |         |       |      |         |         |         |         |         |         |      
|                                      | Film exhibition costs             |                          | $       | 137,643 |         | $       | 154,554 |         | (10.9 | )%   | $       | 284,588 |         | $       | 322,525 |         | (11.8
|                                      | Concession costs                  |                          |         | 11,157  |         |         | 11,521  |         | (3.2  | )%   |         | 22,438  |         |         | 25,689  |         | (12.7
|                                      | Theatre operating expense         |                          |         | 97,908  |         |         | 100,802 |         | (2.9  | )%   |         | 193,399 |         |         | 198,037 |         | (2.3 
|                                      | Rent                              |                          |         | 72,787  |         |         | 73,836  |         | (1.4  | )%   |         | 146,020 |         |         | 147,723 |         | (1.2 
|                                      | Preopening expense                |                          |         | 728     |         |         | 548     |         | 32.8  | %    |         | 736     |         |         | 981     |         | (25.0
|                                      | Theatre and other closure expense |                          |         | 322     |         |         | 10,540  |         | (96.9 | )%   |         | 931     |         |         | 10,321  |         | (91.0
|                                      |                                   |                          |         |         |         |         |         |         |       |      |         |         |        
|                                      |                                   |                          | 320,545 |         |         | 351,801 |         | (8.9    | )%    |      | 648,112 |         |         | 705,276 |         | (8.1    | )%   
|                                      |                                   |                          |         |         |         |         |         |         |       |      |         |         |        
|International theatrical exhibition   |                                   |                          |         |         |         |         |         |         |       |      |         |         |         |         |         |         |      
|                                      | Film exhibition costs             |                          |         | 5,902   |         |         | 6,583   |         | (10.3 | )%   |         | 10,674  |         |         | 12,089  |         | (11.7
|                                      | Concession costs                  |                          |         | 882     |         |         | 1,012   |         | (12.8 | )%   |         | 1,330   |         |         | 1,809   |         | (26.5
|                                      | Theatre operating expense         |                          |         | 4,701   |         |         | 4,889   |         | (3.8  | )%   |         | 9,762   |         |         | 9,654   |         | 1.1  
|                                      | Rent                              |                          |         | 5,219   |         |         | 5,589   |         | (6.6  | )%   |         | 10,672  |         |         | 11,167  |         | (4.4 
|                                      | Theatre closure                   |                          |         | 24      |         |         |        |         | *     | %    |         | 49      |         |         |        |         | *    
|                                      |                                   |                          |         |         |         |         |         |         |       |      |         |         |        
|                                      |                                   |                          | 16,728  |         |         | 18,073  |         | (7.4    | )%    |      | 32,487  |         |         | 34,719  |         | (6.4    | )%   
|                                      |                                   |                          |         |         |         |         |         |         |       |      |         |         |        
|NCN and other                         |                                   |                          | 5,213   |         |         | 10,430  |         | (50.0   | )%    |      | 11,182  |         |         | 21,338  |         | (47.6   | )%   
|General and administrative expense:   |                                   |                          |         |         |         |         |         |         |       |      |         |         |         |         |         |         |      
|                                      | Merger and acquisition costs      |                          |         | 960     |         |         | 3,056   |         | (68.6 | )%   |         | 2,645   |         |         | 3,843   |         | (31.2
|                                      | Management fee                    |                          |         | 500     |         |         |        |         | *     | %    |         | 1,000   |         |         |        |         | *    
|                                      | Other                             |                          |         | 8,005   |         |         | 14,119  |         | (43.3 | )%   |         | 18,199  |         |         | 30,506  |         | (40.3
|Restructuring charge                  |                                   |                          | 839     |         |         |        |         | *       | %     |      | 3,908   |         |         |        |         | *       | %    
|Depreciation and amortization         |                                   |                          | 37,956  |         |         | 30,387  |         | 24.9    | %     |      | 75,467  |         |         | 61,078  |         | 23.6    | %    
|Disposition of assets and other gains |                                   |                          | (103    | )       |         | (100    | )       | 3.0     | %     |      | (770    | )       |         | (2,395  | )       | (67.8   | )%   
|                                      |                                   |                          |         |         |         |         |         |         |       |      |         |         |        
|                                      |                                   | Total costs and expenses |         | $       | 390,643 |         | $       | 427,766 |       | (8.7 | )%      | $       | 792,230 |         | $       | 854,365 |      
|                                      |                                   |                          |         |         |         |         |         |         |       |      |         |         |        

---

29

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Thirteen Weeks Ended September 29, 2005 and September 30, 2004

Revenues.Total revenues decreased 10.2%, or $45,182,000, during the thirteen weeks ended September 29, 2005 compared to the
thirteen weeks ended September 30, 2004.

U.S.
and Canada theatrical exhibition revenues decreased 8.8%. Admissions revenues decreased 11.0% due to a 13.0% decrease in total attendance, and a 13.6% decrease in attendance at
comparable theatres or those opened before the second quarter of fiscal 2005, partially offset by a 2.2% increase in average ticket price. Industry-wide box office declined 4%, with attendance
estimated to be down over 8% 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 overall popularity of film product. In addition, our year over year comparative results were affected by a much stronger performance in the prior year versus the industry, our admissions
revenues were up 5.9% in the prior year while the industry increase was 1%. In addition, our year over year comparison was affected by a change in genre mix of pictures. We opened 2 theatres with 28
screens and closed 3 theatres with 22 screens since September 30, 2004. 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 6.9% due to the decrease in attendance,
partially offset by a 6.9% increase in average concessions per patron related to price increases and an increase in units sold per patron. Other theatre revenues increased 24.1%. 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 8.3%. Admissions revenues decreased 8.8% due to a 13.1% decrease in attendance, partially offset by a 5.0% increase in average
ticket price. 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. Concession revenues decreased 7.9% due to the decrease in attendance, partially offset by a 6.0% increase in concessions per
patron. 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 NCN and other decreased 59.0% 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 8.7% or $37,146,000, during the thirteen weeks ended September 29,
2005 compared to the thirteen weeks ended September 30, 2004.

U.S.
and Canada theatrical exhibition costs and expenses decreased 8.9%. Film exhibition costs decreased 10.9% due to the decrease in admissions revenues, partially offset by an increase
in the percentage of admissions paid to film distributors. As a percentage of admissions, film exhibition costs were 53.3% in the current period as compared with 53.2% in the prior period. Concession
costs decreased 3.2% due to the decrease in concessions revenues, partially offset by an increase in concessions costs as a percentage of concession revenues. As a percentage of concessions revenues,
concession costs were 11.0% in the current period compared with 10.5% in the prior period. As a percentage of revenues, theatre operating expense was 26.0% in the current period as compared to 24.4%
in the prior period due primarily to the decline in revenues. Rent expense decreased 1.4% primarily due to decreased FF&E rent related to the repurchase of certain leased FF&E assets during the fourth
quarter of fiscal 2005 and due to decreased percentage rent and common area maintenance expense. During the thirteen weeks ended September 29, 2005, we recognized $322,000 of theatre and other closure
expense due primarily to accretion of the closure liability related to theatres closed during

30

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prior
periods. During the thirteen weeks ended September 30, 2004, we recognized $10,540,000 of theatre and other closure expense related primarily to the closure of three theatres with 22 screens.

International
theatrical exhibition costs and expenses decreased 7.4%. Film exhibition costs decreased 10.3% 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 49.5% in the prior period. Concession costs
decreased 12.8% due to the decrease in concession revenues and a decrease in concession costs as a percentage of revenues from 23.1% to 21.8%. Theatre operating expense decreased 3.8% and rent expense
decreased 6.6%. 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 NCN and other decreased 50.0% due to the contribution of net assets by NCN to NCM.

General and Administrative Expense:



Restructuring Charge.Restructuring charges were $839,000 during the thirteen weeks ended September 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 as of September 29, 2005.

Depreciation and Amortization.Depreciation and amortization increased 24.9%, or $7,569,000, due primarily to increased asset
values associated with fair value adjustments recorded as a result of the Merger.

Disposition of Assets and Other Gains.Disposition of assets and other gains were $103,000 in the current period compared to
$100,000 in the prior period. The current period includes recoveries of

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miscellaneous
deposits and gains related to the disposition of assets. The prior period includes an $111,000 settlement received from a construction contractor related to one Canadian theatre.

Other Income.Other income includes $4,931,000 of income related to the derecognition of stored value card liabilities where
we believe future redemption to be remote and $1,172,000 related to the remeasurement of liability-classified shares of common stock.

Interest Expense.Interest expense was $31,730,000, $6,723,000 and $25,389,000 for the Successor period ended September 29,
2005, the Successor period ended September 30, 2004 and the Predecessor period ended September 30, 2004, respectively. Interest expense for the Successor period ended September 29, 2005 compared to
the Predecessor period ended September 30, 2004 increased primarily due to increased borrowings related to the Merger. In addition, the interest for the Successor period ended September 30, 2004 is
comprised of $6,723,000 of interest expense related to the Fixed Notes due 2012, the Floating Notes due 2010 and the Discount Notes due 2014. The interest on these notes was required to be included in
the Predecessor period ended September 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, we 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. 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. Interest expense associated with the Discount Notes due 2014 is included in the Consolidated Statement of
Operations of the Predecessor through September 30, 2004.

Investment Income.Investment income was $976,000, $894,000 and $2,207,000 for the Successor period ended September 29, 2005,
the Successor period ended Sept 30, 2004 and the Predecessor period ended September 30, 2004, respectively. Interest income for the Successor period ended September 29, 2005 compared to the
Predecessor period ended September 30, 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 September 30, 2004 is comprised of $894,000 of interest income related to the escrow funds. The interest on these funds was required to be
included in the Predecessor period ended September 30, 2004 pursuant to FIN 46R. See Note1 Basis of Presentation in the Consolidated Financial Statements for additional information about
FIN 46R. Investment gains increased by $206,000 from the Predecessor period ended September 30, 2004 to the Successor period ended September 29, 2005.

Income Tax Provision (Benefit).The benefit for income taxes from continuing operations was $5,900,000 in the current period
compared to a provision of $400,000 in the prior period. The effective tax rates for income taxes from continuing operations for the current and prior periods were 36.1% and (5.9%), 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 decreased during the thirteen weeks ended September 29,
2005 to a loss of $13,227,000 from a loss of $12,369,000 in the

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prior
period. Cash dividends of $5,156,000 and accretion of $505,000 were recorded during the prior period.



Revenues.Total revenues decreased 11.6%, or $106,572,000, during the twenty-six weeks ended September 29, 2005 compared to
the twenty-six weeks ended September 30, 2004.

U.S.
and Canada theatrical exhibition revenues decreased 10.4%. Admissions revenues decreased 12.6% due to a 15.3% decrease in total attendance, and a 16.0% decrease in attendance at
comparable theatres or those opened before the first quarter of fiscal 2005, partially offset by a 3.2% increase in average ticket price. Industry-wide box office declined 9%, with attendance
estimated to be down over 12% 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 overall popularity of film product. In addition, our year over year comparative results were affected by a much stronger performance last year versus the industry, our admissions revenues
were up 4% while the industry increase was 3%. In addition, our year over year comparison was affected by a change in genre mix of pictures. We opened 2 theatres with 28 screens and closed 3 theatres
with 22 screens since September 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 9.7% due to the decrease in attendance, partially offset by a 6.6% increase in average concessions per patron related to price increases and an increase in units sold per patron.
Other theatre revenues increased 30.6%. 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 8.3%. Admissions revenues decreased 9.8% due to a 14.7% decrease in attendance, partially offset by a 5.8% increase in average
ticket price. 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. Concession revenues decreased 6.1% due to the decrease in attendance, partially offset by a 10.1% increase in concessions per
patron. Concessions per patron increased primarily due to the weaker U.S. dollar. International revenues were positively impacted by a weaker U.S. dollar, although this did not contribute materially
to consolidated loss from continuing operations.

Revenues
from NCN and other decreased 57.1% 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 7.3%, or $62,178,000, during the twenty-six weeks ended September 29,
2005 compared to the twenty-six weeks ended September 30, 2004.

U.S.
and Canada theatrical exhibition costs and expenses decreased 8.1%. Film exhibition costs decreased 11.8% 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 54.2% in the current period as compared with 53.7% in the 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 12.7% 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 11.1% in the prior period. As a percentage of revenues, theatre operating expense was

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25.1%
in the current period as compared to 23.0% in the prior period due primarily to the decline in revenues. Rent expense decreased 1.2% primarily due to the repurchase of certain leased FF&E assets
during the fourth fiscal quarter of fiscal 2005 and due to decreased percentage rent and common area maintenance expense. During the twenty-six weeks ended September 29, 2005, we recognized $931,000
of theatre and other closure expense due primarily to accretion of the closure liability related to theatres closed during prior periods. During the twenty-six weeks ended September 30, 2004, we
recognized $10,321,000 of theatre and other closure expense related primarily to the closure of three theatres with 22 screens.

International
theatrical exhibition costs and expenses decreased 6.4%. Film exhibition costs decreased 11.7% 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 48.1% in the current period as compared with 49.2% in the prior period. Concession costs
decreased 26.5% due to the decrease in concession revenues and a decrease in concession costs as a percentage of revenue from 23.3% in the prior period to 18.2% in the current period. Theatre
operating expense increased 1.1% and rent expense decreased 4.4%. 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 negatively impacted by a weaker U.S.
dollar, although this did not contribute materially to consolidated loss from continuing operations.

Costs
and expenses from NCN and other decreased 47.6% due to the contribution of net assets by NCN to NCM.



Restructuring Charge.Restructuring charges were $3,908,000 during the twenty-six weeks ended September 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 as of September 29, 2005.

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Depreciation and Amortization.Depreciation and amortization increased 23.6%, or $14,389,000, due primarily to increased
asset values associated with fair value adjustments recorded as a result of the Merger.

Disposition of Assets and Other Gains.Disposition of assets and other gains were $770,000 in the current period. The current
and prior periods include $675,000 and $2,310,000, respectively of settlements received related to fireproofing claims at various theatres (see Note 12Commitments and Contingencies to
Consolidated Financial Statements).

Other Income.Other income includes $6,047,000 of income related to the derecognition of stored value card liabilities where
we believe future redemption to be remote and $1,172,000 related to the remeasurement of liability-classified shares of common stock.

Interest Expense.Interest expense was $63,712,000, $6,723,000 and $43,902,000 for the Successor period ended September 29,
2005, the Successor period ended September 30, 2004 and the Predecessor period ended September 30, 2004, respectively. Interest expense for the Successor period ended September 29, 2005 compared to
the Predecessor period ended September 30, 2004 increased primarily due to increased borrowings related to the Merger. In addition, the interest for the Successor period ended September 30, 2004 is
comprised of $6,723,000 of interest expense related to the Fixed Notes due 2012, the Floating Notes due 2010 and the Discount Notes due 2014. The interest on these notes was required to be included in
the Predecessor period ended September 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, we 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. 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. Interest expense associated with the Discount Notes due 2014 is included in the Consolidated Statement of
Operations of the Predecessor through September 30, 2004.

Investment Income.Investment income was $480,000, $894,000 and $2,998,000 for the Successor period ended September 29, 2005,
the Successor period ended September 30, 2004 and the Predecessor period ended September 30, 2004, respectively. Interest income for the Successor period ended September 29, 2005 compared to the
Predecessor period ended September 30, 2004 included $894,000 of interest income related to the escrow funds. The interest on these funds was required to be included in the Predecessor period ended
September 30, 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 $788,000 from the Predecessor period ended September 30, 2004 to the Successor period ended September 29, 2005, partially offset by increased gains on
investments of $213,000 during the same period.

Income Tax Provision (Benefit).The benefit for income taxes from continuing operations was $14,200,000 in the current period
compared to a provision of $14,300,000 in the prior period. See Note 8 to the Consolidated Financial Statements. The effective tax rates for income taxes from continuing operations for the current and
prior periods were 38.9% and 62.1%, 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

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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 increased during the twenty-six weeks ended September
29, 2005 to a loss of $44,418,000 from a loss of $3,540,000 in the prior period. 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 and accretion of $1,009,000 for the twenty-six weeks ended September 30, 2004 were recorded
during the prior period.

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 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, as reflected in the Consolidated Statements of Cash Flows, were $22,188,000 and $75,464,000 during the twenty-six weeks ended September 29, 2005 and
September 30, 2004, respectively. The decrease in operating cash flows during the twenty-six weeks ended September 29, 2005 is primarily due to decreased net earnings. We had working capital deficits
as of September 29, 2005 and March 31, 2005 of $96,131,000 and $134,961,000, respectively. We have the ability to borrow against our credit facility to meet obligations as they come due and had
approximately $163,000,000 available on our credit facility to meet these obligations as of September 29, 2005 and March 31, 2005.

During
the twenty-six weeks ended September 29, 2005, we have opened one theatre with 16 screens and have closed one domestic theatre with eight screens and disposed of five
international theatres in Japan with 79 screens resulting in a circuit total of 242 theatres and 3,643 screens as of September 29, 2005.

Cash Flows from Investing Activities

Cash outflows from investing activities, as reflected in the Consolidated Statements of Cash Flows were $538,000, $625,812,000 and $673,583,000, during the
twenty-six weeks ended September 29, 2005 (Successor), from inception on July 16, 2004 through September 30, 2004 (Successor) and twenty-six weeks ended September 30, 2004 (Predecessor), respectively.
As of September 29, 2005, we had construction in progress of $37,127,000. We had 8 U.S. and Canada theatres with a total of 121 screens under construction as of September 29, 2005 that are scheduled
to open during fiscal 2006. Cash outflows from investing activities include capital expenditures of $44,437,000 and $51,913,000 during the twenty-six weeks ended September 29, 2005 (Successor) and
September 30, 2004 (Predecessor), respectively. We expect that our gross capital expenditures in fiscal 2006 will be approximately $125,000,000 and our proceeds from sale/leasebacks will be
approximately $30,000,000, from two theatres, one of which is currently under construction. During the period from inception on July 16, 2004 through September 30, 2004 our Successor invested
$625,812,000 in proceeds related to the Merger financing in restricted cash. During the twenty-six weeks ended September 30, 2004 our Predecessor invested $625,812,000 in proceeds related to the
Merger financing in restricted cash.

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.

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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 ($20,772,000), $624,918,000, and
$642,842,000 during the twenty-six weeks ended September 29, 2005 (Successor), from inception on July 16, 2004 through September 30, 2004 (Successor) and twenty-six weeks ended September 30, 2004
(Predecessor). 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 will be amortized as a reduction of rent expense over
the remaining terms of the leases. During the period from inception on July 16, 2004 through September 30, 2004 our Successor received proceeds of $624,918,000 related to the Merger financing. During
the twenty-six weeks ended September 30, 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 the Discount Notes due 2014.

Concurrently
with the consummation of the Merger Agreement, we have 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 September 29, 2005, we had no amounts outstanding under the amended credit facility and had issued approximately
$12,000,000 in letters of credit, leaving borrowing capacity under the amended credit facility of approximately $163,000,000.

The
amended credit facility permits borrowings at interest rates based on either the bank's base rate or LIBOR, plus applicable margins ranging from 1.0% to 2.0% on base rate loans and
from 2.0% to 3.0% on LIBOR loans, and requires an annual commitment fee of 0.5% on the unused portion of the commitment. The amended credit facility matures on April 9, 2009. The total commitment
under the amended credit facility is $175,000,000, but the amended credit facility contains covenants that may limit AMCE's ability to incur debt (whether under the amended credit facility or from
other sources).

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

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indentures,
we could borrow approximately $79,000,000 as of September 29, 2005 in addition to permitted indebtedness (assuming an interest rate of 9% 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, Floating Notes due 2010 and Discount Notes due 2014 at a
price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

As
of September 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.

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.

Proposed Merger

On June 20, 2005, Holdings entered into a merger agreement with LCE Holdings, Inc., the parent of Loews Cineplex Entertainment Corporation ("Loews"), pursuant to
which LCE Holdings will merge with Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews will merge with AMCE, with AMCE continuing after the merger. The
transactions are expected to close late in our third quarter of fiscal 2006 or the fourth quarter of fiscal 2006 and are subject to the
satisfaction of customary closing conditions for transactions of this type, including antitrust approval and completion of financing to refinance our amended credit facility and Loews' senior secured
credit facility. Upon completion of the Merger Transactions, the existing stockholders of Holdings would hold approximately 60% of its outstanding capital stock, and the current stockholders of LCE
Holdings, including affiliates of Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors would hold approximately 40% of the outstanding capital stock. We expect to pay costs and
incur expenses related to these transactions, including one-time separation benefits, of approximately $78,000,000. Consideration paid to Loews shareholders will be in the form of capital stock and is
not expected to require significant cash outlays.

The
companies plan to refinance their senior credit facilities in connection with the closing of the merger. The merger will not constitute a change of control for purposes of the
outstanding senior notes of Marquee Holdings Inc. or our outstanding senior notes or our senior subordinated notes. Under the terms of the indenture governing Loews' 9% Senior Subordinated Notes, the
merger of Loews andAMCE would constitute a change of control of Loews. Because Loews will not meet certain conditions in the indenture, upon consummation of the merger, they will be required to give
holders of their Senior Subordinated Notes an opportunity to sell the notes to them at a price of 101% of the principal amount of the notes, plus accrued and unpaid interest and additional interest
(as defined in the indenture), if any, to the date of repurchase. AMCE has secured commitments to finance this repurchase offer.

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NEW ACCOUNTING PRONOUNCEMENTS

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.

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.

In
December 2004, the FASB issued SFAS No. 153Exchanges of Nonmonetary AssetsAn Amendment of APB Opinion No. 29. SFAS No.
153 is based on the principle that nonmonetary asset exchanges should be recorded and measured at the fair value of the assets exchanged, with certain exceptions. This standard requires exchanges of
productive assets to be accounted for at fair value, rather than at carryover basis, unless (1) neither the asset received nor the asset surrendered has a fair value that is determinable within
reasonable limits or (2) the transactions lack commercial substance. In addition the Board decided to retain the guidance in APB Opinion No. 29 for assessing whether the fair value of a nonmonetary
asset is determinable within reasonable limits. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Adoption of SFAS No. 153 is not
expected to have a material impact on our consolidated financial position, results of operations or cash flows.

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 September 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

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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 $1,025,000 during the twenty-six weeks ended
September 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, $250,000,000 of our Fixed Notes due 2012 and $193,532,000 of our Discount Notes due 2014. 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, Fixed Notes due 2012 and Discount Notes due 2014 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, Fixed Notes due 2012 and Discount Notes due 2014.

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 $0.9
million and $12.6 million, respectively.

Item 4.    Controls and Procedures.



The
Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. 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 our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

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.

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

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.

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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).  
|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.                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                               

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|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).
|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)    |  | Restated and Amended Certificate of Incorporation of AMC Entertainment Inc. (as amended on December 2, 1997 and September 18, 2001 and December 23, 2004) (Incorporated by Reference from Exhibit 3.1 to the Company's
Form 8-K (File No. 1-8747) filed December 27, 2004).                                                                                                                                                                                                                                                                                                       
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|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    |  | Amended and Restated Bylaws of AMC Entertainment Inc. (Incorporated by Reference from Exhibit 3.2 to the Company's Form 10-Q (File No. 1-8747) filed December 27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1(a) |  | Second Restated and Amended Credit Agreement dated as of March 25, 2004, among AMC Entertainment In., as the Borrower, The Bank of Nova Scotia, as Administrative Agent and Sole Book Runner, Citicorp North America, Inc. and General Electric
Capital Corporation, as Co-Documentation Agents, bank of America, N.A. as Syndication Agent and Various Financial Institutions, as Lenders, together with the following exhibits thereto: Form of note and Form of pledge and security agreement.
(Incorporated by reference from Exhibit 4.1 to the Company's current report on Form 8-K (File No. 1-8747) dated February 14, 2004).
|4.1(b) |  | First Amendment, dated August 16, 2004, to Second Amended and Restated Credit Agreement dated as of March 26, 2004 (incorporated by reference from Exhibit 4.1(g) to the Company's Registration Statement on Form S-4 (File
No. 333-13911) filed September 2, 2004).                                                                                                                                                                                                                                                                                                                                                                 
|4.1(c) |  | Second Amendment, dated November 23, 2004, to Second Amended and Restated Credit Agreement dated as of March 26, 2004 (incorporated by reference from Exhibit 4.1(h) to the Company's Registration Statement on Form S-4 (File
No. 333-122376) filed on January 28, 2005).                                                                                                                                                                                                                                                                                                                                                           
|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) |  | 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(c) |  | 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(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).                                                                                                                                                                                                                                                                                                                                                                                       
|4.3    |  | 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).                                                                                                                                                                                                                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|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).                                                     
|4.5    |  | 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).                                                        
|4.7    |  | 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).                      
|4.9(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).
|       |  |                                                                                                                                                                                                                                                                                                                                             

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|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).                     
|4.11(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 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).                                                                                              
|4.12(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.                                                                            
|*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.                                                      
|---------------------- |  | ---------------------------------------------------------------------------
|                       |  | /s/PETER C. BROWN                                                          
|Date: November 8, 2005 |  | Peter C. Brown
Chairman of the Board,
Chief Executive Officer and President
|                       |  | /s/CRAIG R. RAMSEY                                                         
|Date: November 8, 2005 |  | Craig R. Ramsey
Executive Vice President and
Chief Financial Officer       

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