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



FORM 10-Q

(Mark One)ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended July 3, 2008
ORo

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


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



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

Delaware

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

(I.R.S. Employer
Identification No.)920 Main
Kansas City, Missouri

64105(Address of principal executive offices)

(Zip Code)


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



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    ý                No    o

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a smaller reporting company)

Smaller reporting company o


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 July 3, 2008Common Stock, 1¢ par value

1




---





MARQUEE HOLDINGS INC. AND SUBSIDIARY    INDEX

Page NumberPART IFINANCIAL INFORMATIONItem 1.

Financial Statements (unaudited)


3Consolidated Statements of Operations


3Consolidated Balance Sheets


4Consolidated Statements of Cash Flows


5Notes to Consolidated Financial Statements


6Item 2.

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


26Item 3.

Quantitative and Qualitative Disclosures About Market Risk


37Item 4T.

Controls and Procedures


38PART IIOTHER INFORMATIONItem 1.

Legal Proceedings


39Item 1A.

Risk Factors


39Item 4.

Submission of Matters to a Vote of Security Holders


39Item 6.

Exhibits


40Signatures


41


2

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PART IFINANCIAL INFORMATION

Item 1.    Financial Statements. (Unaudited)

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

Thirteen Weeks EndedJuly 3, 2008

June 28, 2007(unaudited)RevenuesAdmissions

$
439,214

$
416,874Concessions


185,858


184,227Other revenue


22,950


21,391Total revenues


648,022


622,492Costs and ExpensesFilm exhibition costs


237,560


221,847Concession costs


21,948


22,187Operating expense


160,511


156,525Rent


117,461


112,708General and administrative:Merger, acquisition and transaction costs


17


4,172Management fee


1,250


1,250Other


8,812


13,088Preopening expense


1,875


2,085Theatre and other closure income


(14
)

(14,828
)Depreciation and amortization


58,017


63,689Disposition of assets and other gains


19


Total costs and expenses


607,456


582,723Other expense (income)Other


(2,672
)

(3,397
)Interest expenseCorporate borrowings


39,174


43,271Capital and financing lease obligations


1,676


1,492Equity in earnings of non-consolidated entities


(4,385
)

(2,253
)Investment income


(721
)

(19,286
)Total other expense


33,072


19,827Earnings before income taxes


7,494


19,942Income tax provision


700


4,000Net earnings

$
6,794

$
15,942


See Notes to Consolidated Financial Statements.

3

---





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

July 3,
2008

April 3,
2008(unaudited)ASSETSCurrent assets:Cash and equivalents

$
176,753

$
108,717Receivables, net of allowance for doubtful accounts of $1,313 as of July 3, 2008 and $1,597 as of April 3, 2008


65,164


47,130Other current assets


79,524


73,761Current assets held for sale


2,300


Total current assets


323,741


229,608Property, net


1,220,246


1,250,406Intangible assets, net


201,628


206,674Goodwill


2,077,233


2,070,858Other long-term assets


121,024


119,161Noncurrent assets held for sale





2,300Total assets

$
3,943,872

$
3,879,007LIABILITIES AND STOCKHOLDER'S EQUITYCurrent liabilities:Accounts payable

$
205,483

$
177,354Accrued expenses and other liabilities


161,237


122,417Deferred revenues and income


129,909


134,560Current maturities of corporate borrowings and capital and financing lease obligations


21,027


20,753Total current liabilities


517,656


455,084Corporate borrowings


1,840,911


1,839,329Capital and financing lease obligations


65,699


66,368Deferred revenuesfor exhibitor services agreement


249,689


250,312Other long-term liabilities


335,795


350,498Total liabilities

$
3,009,750

$
2,961,591Stockholder's equity:Common Stock, 1 share issued as of July 3, 2008 and April 3, 2008 with 1¢ par value





Additional paid-in capital


1,048,194


1,047,430Accumulated other comprehensive income (loss)


5,562


(3,668
)Accumulated deficit


(119,634
)

(126,346
)Total stockholder's equity


934,122


917,416Total liabilities and stockholder's equity

$
3,943,872

$
3,879,007


See Notes to Consolidated Financial Statements.

4

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

Thirteen Weeks EndedJuly 3,
2008

June 28,
2007(unaudited)INCREASE (DECREASE) IN CASH AND EQUIVALENTSCash flows from operating activities:Net earnings

$
6,794

$
15,942Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation and amortization


58,017


63,689Amortization of note discount





6,885Non-cash portion of stock-based compensation


763


500Non-cash portion of pension and postretirement expense


(6,021
)

356Deferred income taxes


59


Equity in (earnings) losses from investments, net of distributions


221


(177
)Disposition of assets and other gains





(15,744
)Change in assets and liabilities:Receivables


(9,328
)

8,319Other assets


(7,691
)

(8,592
)Accounts payable


43,224


1,405Accrued expenses and other liabilities


29,953


(1,929
)Other, net


711


2,084Net cash provided by operating activities


116,702


72,738Cash flows from investing activities:Capital expenditures


(27,059
)

(33,894
)Construction project costs reimbursable by landlord


(8,734
)

(2,507
)Net change in reimbursable construction advances


2,231


(8,822
)Partnership investments





(3,885
)Proceeds from disposition of Fandango





17,744LCE Screen Integration


(809
)

Software licensing and development


(2,839
)

(3,971
)Other, net


(546
)

(513
)Net cash used in investing activities


(37,756
)

(35,848
)Cash flows from financing activities:Proceeds from financing lease obligations





9,308Repayment of Cinemex Credit Facility





(7,640
)Principal payments under mortgages and capital and financing lease obligations


(942
)

(1,046
)Principal payments under Term Loan B


(1,625
)

(1,625
)Change in construction payables


(8,743
)

10,455Dividends paid to Parent





(270,588
)Deferred financing costs





(4,360
)Net cash used in financing activities


(11,310
)

(265,496
)Effect of exchange rate changes on cash and equivalents


400


(717
)Net increase (decrease) in cash and equivalents


68,036


(229,323
)Cash and equivalents at beginning of period


108,717


319,533Cash and equivalents at end of period

$
176,753

$
90,210SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid during the period for:Interest (including amounts capitalized of $321 and $386)

$
12,563

$
16,567Income taxes paid


2,860


9,895Schedule of non-cash investing and financing activities:Assets capitalized under EITF 97-10

$


$
13,000


See Notes to Consolidated Financial Statements.

5

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MARQUEE HOLDINGS INC. AND SUBSIDIARY        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        July 3, 2008        (Unaudited)

NOTE 1BASIS OF PRESENTATION

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

On
June 11, 2007, Marquee Merger Sub Inc. ("merger sub"), a wholly-owned subsidiary of Parent, merged with and into Holdings, with Holdings continuing as the surviving
corporation (the "holdco merger"). As a result of the holdco merger, (i) Holdings became a wholly owned subsidiary of Parent, a newly formed entity controlled by J.P. Morgan
Partners, LLC, Apollo Management, L.P. and certain related investment funds and affiliates of Bain Capital Partners, The Carlyle Group and Spectrum Equity Investors (collectively with
J.P. Morgan Partners, LLC and Apollo Management, L.P., the "Sponsors"), (ii) each share of Holdings' common stock that was issued and outstanding immediately prior to the
effective time of the holdco merger was automatically converted into a substantially identical share of common stock of Parent, and (iii) as further described in this report, each of Holdings'
governance agreements was superseded by a substantially identical governance agreement entered into by and among Parent, the Sponsors and Holdings' other stockholders. The holdco merger was effected
by the Sponsors to facilitate a previously announced debt financing by Parent and a related dividend to Holdings' stockholders.

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

Holdings
has no ability to service interest or principal on the Discount Notes due 2014 other than through any dividends it may receive from AMCE. AMCE is restricted, in certain
circumstances, from paying dividends to Holdings by the terms of the indentures governing the Fixed Notes due 2012, the Floating Notes due 2010 and the Existing Subordinated Notes and the amended
credit facility. AMCE 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 the
Company's annual report on Form 10-K for the year (53 weeks) ended April 3, 2008. 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 thirteen weeks ended July 3, 2008 are not necessarily indicative of the results to be expected for the fiscal year (52 weeks) ending April 2, 2009.

6

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 1BASIS OF PRESENTATION (Continued)

The
April 3, 2008 consolidated balance sheet data was derived from the audited balance sheet included in the Form 10-K, but does not include all disclosures
required by generally accepted accounting principles.

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

NOTE 2COMPREHENSIVE EARNINGS

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

Thirteen Weeks EndedJuly 3,
2008

June 28,
2007Net earnings

$
6,794

$
15,942Foreign currency translation adjustment


7,256


(637
)Pension and other benefit adjustments


199


(283
)Change in fair value of cash flow hedges


755


281Losses on interest rate swaps reclassified to interest expense corporate borrowings


1,245


418Increase (decrease) in unrealized gain on marketable securities


(225
)

197Total comprehensive earnings

$
16,024

$
15,918


NOTE 3GOODWILL AND OTHER INTANGIBLE ASSETS

Activity of goodwill by operating segment is presented below.

(In thousands)

U.S. and
Canada

International

TotalBalance as of April 3, 2008

$
1,868,246

$
202,612

$
2,070,858Currency translation adjustment





6,710


6,710Fair value deferred tax adjustments LCE(1)


(335
)




(335
)Balance as of July 3, 2008

$
1,867,911

$
209,322

$
2,077,233






7

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 3GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)



Activity
of other intangible assets is presented below.

July 3, 2008

April 3, 2008(In thousands)

Remaining
Useful Life

Gross Carrying
Amount

Accumulated
Amortization

Gross Carrying
Amount

Accumulated
AmortizationAcquired Intangible Assets:Amortizable Intangible Assets:Favorable leases

1 to 13 years

$
112,258

$
(32,365
)
$
115,419

$
(33,233
)Loyalty program

3 years


46,000


(31,188
)

46,000


(29,946
)LCE trade name

3 years


2,300


(1,115
)

2,300


(1,000
)LCE/Cinemex advertising and management contracts

1 to 23 years


52,685


(29,485
)

52,147


(27,610
)Other intangible assets

1 to 14 years


13,654


(12,548
)

19,088


(17,685
)Total, amortizable



$
226,897

$
(106,701
)
$
234,954

$
(109,474
)Unamortized Intangible Assets:AMC trademark



$
74,000




$
74,000Cinemex trademark




7,432





7,194Total, unamortized



$
81,432




$
81,194


Amortization
expense associated with the intangible assets noted above is as follows:

Thirteen Weeks EndedJuly 3,
2008

June 28,
2007Recorded amortization

$
5,794

$
8,269


Estimated
amortization expense for the next five fiscal years for intangible assets owned as of July 3, 2008 is projected below:

(In thousands)

2009

2010

2011

2012

2013Projected amortization expense

$
22,287

$
16,581

$
14,627

$
13,504

$
12,634


NOTE 4STOCKHOLDER'S EQUITY

Holdings has one share of Common Stock issued as of July 3, 2008 which is owned by Parent.

Stock-Based Compensation

The Company has no stock-based compensation arrangements of its own, but Parent has adopted a stock-based compensation plan that
permits grants of up to 49,107.44681 options on Parent's stock and has granted options on 600.00000 and 38,876.72873 of its shares to certain employees during the periods ended March 30, 2006
and March 31, 2005, respectively. As of July 3, 2008, there was

8

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 4STOCKHOLDER'S EQUITY (Continued)

$4,572,000
of total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements under the Parent's plan expected to be recognized over 1.5 years.

As
the employees to whom the options were granted are employed by the Company, the Company 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. The options granted during fiscal 2005 step-vest in equal amounts over five years with the final vesting
occurring on December 23, 2009. The options granted during fiscal 2006 step vest in equal amounts over three years with final vesting occurring on December 23, 2008. Vesting may
accelerate for certain participants if there is a change of control (as defined in the plan). The Company has recorded $763,000 and $500,000 of stock-based compensation expense related to these
options within general and administrative: other during each of the periods ended July 3, 2008, and June 28, 2007, respectively. Holding's financial statements reflect an increase to
additional paid-in capital related to stock-based compensation for all outstanding options of $763,000 during fiscal 2009. One of the
Parent's stock options has a put right deemed to be within the holder's control associated with the option. A liability of $3,911,000 is recorded within current liabilities on the consolidated balance
sheet as of July 3, 2008 for options containing written put rights. In May 2008, Holdings was notified of one holder's intention to exercise the put option and Holdings will make cash payments
to settle its related accrued liability over the next six months. The Company accounts for stock options using the fair value method of accounting as prescribed by SFAS No. 123(R), Shared-Based Payment (Revised),("SFAS 123 (R)") and Staff Accounting Bulletins No. 107 and 110,Share Based
Payments.

The
Company's Chairman of the Board, President and Chief Executive Officer, Peter C. Brown has an amended and restated employment agreement that generally will revert to his prior
agreement in the event an initial public offering of Parent does not occur on or before December 31, 2008. In the event of an initial public offering on or before December 31, 2008,
within 15 days after such initial public offering, Mr. Brown shall receive a grant of restricted stock or restricted stock units having a value of $2,567,000 on the date of grant based
on the initial public offering price. This grant was an inducement for Mr. Brown to enter into his amended and restated employment agreement, whereby the term of his employment would be shorter
than in his prior employment agreement and he would be subject to certain restrictive covenants that did not exist in his current employment agreement. Such grant shall vest in three equal annual
installments on the first three anniversaries of the grant date.

NOTE 5INVESTMENTS

Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its
subsidiaries have significant influence, but not more than 50% voting control. Investments in non-consolidated affiliates as of July 3, 2008, include an 18.5% interest in National
CineMedia, LLC ("NCM"), a 50% interest in three U.S. motion picture theatres, a 26% equity interest in Movietickets.com, a 50% percent interest in Midland Empire Partners, LLC and a
33.3% interest in Digital Cinema Implementation Partners, LLC. Investments as of June 28, 2007 included a 50% interest in Hoyt's General Cinema South America, which was disposed of in
July 2007.

9

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 5INVESTMENTS (Continued)

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

Operating
Results(1):

For the thirteen weeks ended July 3, 2008
(In thousands)

NCM

Other

TotalRevenues

$
86,736

$
9,412

$
96,148Operating costs and expenses


60,066


10,037


70,103Net earnings (loss)

$
26,670

$
(625
)
$
26,045The Company's recorded equity in (earnings) loss

$
(4,655
)
$
270

$
(4,385
)




For the thirteen weeks ended June 28, 2007
(In thousands)

NCM

Other

TotalRevenues

$
83,748

$
23,219

$
106,967Operating costs and expenses


53,376


21,636


75,012Net earnings

$
30,372

$
1,583

$
31,955The Company's recorded equity in (earnings)

$
(1,810
)
$
(443
)
$
(2,253
)






In
May 2007 the Company disposed of its investment in Fandango, accounted for using the cost method, for total expected proceeds of approximately $20,000,000, of which $17,744,000 was
received in May 2007. For the thirteen weeks ended June 28, 2007 the Company had recorded a gain on the sale included in investment income of approximately $15,744,000.

As
of July 3, 2008, the Company owns 18,414,743 units or an 18.5% interest in NCM accounted for using the equity method of accounting. The fair market value of the shares in
National CineMedia, LLC was approximately $207,902,000 based on a price for shares of National CineMedia, Inc. on July 3, 2008 of $11.29 per share. Because the Company has little
tax basis in these units and because the sale of these units would require it to report taxable income of $319,630,000 including distributions received from NCM that were previously deferred, the
Company estimates that the amount of current tax that it would be required to pay as a result of realizing the fair value of these shares would be $131,048,000 that could be payable within 15 to
150 days of the sale.

10

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 5INVESTMENTS (Continued)

The
Company recorded the following changes in the carrying amount of its investment in NCM and equity in (earnings) losses of NCM during the thirteen weeks ended July 3, 2008:

(in thousands)

Investment
in NCM(1)

Deferred
Revenue(2)

Due to
NCM(3)

Cash
Received
(Paid)

Equity in
(Earnings)
Losses

Advertising
(Revenue)Beginning balance April 3, 2008

$
21,598

$
(250,312
)
$
(4,649
)
$


$


$
Distribution from Tax Receivable Agreement











3,463


(3,463
)

Receipt of excess cash distribution


(55
)







1,077


(1,022
)

Payment on Loews Screen Integration Agreement








809


(809
)




Change in Interest Loss(4)


(83
)










83


Amortization of Deferred Revenue





623











(623
)Equity in Earnings


253











(253
)

Ending balance July 3, 2008

$
21,713

$
(249,689
)
$
(3,840
)
$
3,731

$
(4,655
)
$
(623
)


---

NOTE 6DERIVATIVE INSTRUMENTS

The Company enters into interest rate swap agreements with major banks and institutional lenders as part of its interest rate risk management strategy. The objective for holding these
derivative instruments is to reduce the exposure to variability in cash flows relating to interest payments on certain outstanding debt. All financial instruments are used solely for hedging purposes
and are not issued or held for speculative reasons.

The
interest rate swaps have been designated as cash flow hedges and have qualified for hedge accounting in accordance with SFAS No. 133,Accounting for
Derivative Instruments and Hedging Activities,(SFAS 133). The related mark-to-market gain or loss on qualifying hedges is deferred as a
component of accumulated other comprehensive income (loss), to the extent the cash flow hedges are

11

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 6DERIVATIVE INSTRUMENTS (Continued)

effective,
and is reclassified into interest expense: corporate borrowings in the period during which the hedged transaction affects earnings. Any ineffective portion of the hedges is recognized
currently in the consolidated statements of operations in other income.

In
October 2007 AMCE executed an interest rate swap agreement, scheduled to mature in April 2009, to hedge $200,000,000 of its variable rate debt obligation. Under the terms of the
agreement, the Company pays interest at a fixed rate of 4.707% and receives interest at a variable rate based on 1-month U.S. Dollar LIBOR-BBA.

In
August 2005 Grupo Cinemex entered into an interest rate swap with notional amounts ranging between 283,932,000 and 907,146,000 Mexican pesos ($26,151,000 and $83,894,000) to hedge its
variable rate debt obligation. Under the terms of the agreement, the Company pays interest at a fixed rate of
9.89% and receives interest at a variable rate based on 1-month MXN TIIE. In November 2007 the Company redesignated the interest rate swap prospectively in a new cash flow hedging
relationship. In addition, at the date of redesignation, the interest rate swap had an unrealized gain of approximately $1,091,000 recorded in accumulated other comprehensive income (loss) that will
be reclassified against interest expense: corporate borrowings over the remaining term of the hedged period, through August 2009. The effective portion of the changes in fair value of the interest
rate swap under the new hedging relationship will be deferred in accumulated other comprehensive income (loss) and will be reclassified into interest expense: corporate borrowings when the hedged
forecasted transactions affect earnings.

The
aggregate fair value of the interest rate swaps was a liability of approximately $3,628,000 as of July 3, 2008, which was recorded as a component of other
long-term liabilities. The estimated fair value for the interest rate swap agreements was based on prevailing market data that represents the theoretical exit cost the Company would have
to pay to transfer the obligation to a market participant with similar credit risk. At July 3, 2008, the Company had a net unrealized loss of approximately $1,950,000 recorded in accumulated
other comprehensive income (loss) with offsetting entries to other long-term liabilities. During the next 12 months the Company expects to reclassify approximately $2,041,000 of net
unrealized loss from accumulated other comprehensive income against interest expense: corporate borrowings. During the first quarter of fiscal 2009 the Company recorded a gain of $469,000 in other
income resulting from hedge ineffectiveness.

The
Company is exposed to credit losses in the event of nonperformance by counterparties on interest rate swap agreements.

NOTE 7FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted Statement of Financial Accounting Standards No. 157,Fair Value Measurements, ("SFAS 157") as of the
beginning of the first quarter of fiscal 2009 for financial assets and liabilities recognized or disclosed at fair value on a recurring basis. The adoption of this Statement did not have a material
impact on the Company's consolidated financial position and results of operations. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants in the market in which the reporting entity transacts. In February 2008, the FASB issued FASB Staff Position
FAS 157-2, which delays the effective date for nonfinancial assets and liabilities, except for items that are recognized or

12

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 7FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

disclosed
at fair value in the financial statements on a recurring basis (at least annually). Due to the deferral, the Company has delayed the implementation of SFAS 157 provisions on the fair
value of goodwill, intangible assets with indefinite lives, and nonfinancial long-lived assets until the beginning of fiscal 2010. SFAS 157 enables the reader of the financial
statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. SFAS 157
requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories:

Level 1:
Quoted market prices in active markets for identical assets or liabilities.

Level 2:
Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3:
Unobservable inputs that are not corroborated by market data.

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

Fair Value Measurements at July 3, 2008 Using(In thousands)

Total Carrying
Value at
July 3, 2008

Quoted prices in
active market
(Level 1)

Significant other
observable inputs
(Level 2)

Significant
unobservable inputs
(Level 3)Assets:Money market mutual funds

$
101,460

$
101,460

$


$
Deferred compensation plan assets


5,143


5,143





Non-qualified defined benefit plan assets


130


130





Total assets at fair value

$
106,733

$
106,733

$


$
Liabilities:Interest rate swap agreements

$
3,628

$


$
3,628

$
Total liabilities at fair value

$
3,628

$


$
3,628

$



13

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 7FAIR VALUE OF FINANCIAL INSTRUMENTS

Valuation Techniques.The Company's money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded
on the balance sheet at the principal amounts deposited, which equals fair value. The money market mutual funds are classified within Level 1 of the valuation hierarchy. The deferred
compensation plan and non-qualified defined benefit plan assets are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy.
Interest rate swap agreements are measured at fair value using either LIBOR or Mexican TIIE market indices and incorporate credit data that measure nonperformance risk. The interest rate swap
agreements are classified within Level 2 of the valuation hierarchy.

NOTE 8THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

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

Thirteen Weeks Ended
July 3, 2008

Thirteen Weeks Ended
June 28, 2007Theatre and Other

Merger
Exit costs

Total

Theatre and Other

Merger
Exit costs

TotalBeginning balance

$
10,844

$


$
10,844

$
17,621

$
1,274

$
18,895Theatre and other closure income(1)


(14
)




(14
)

(14,491
)

(337
)

(14,828
)Transfer of deferred rent and capital lease obligations(1)


296





296


5,101





5,101Cash (payments) receipts(1)


(587
)




(587
)

8,413


(471
)

7,942Ending balance

$
10,539

$


$
10,539

$
16,644

$
466

$
17,110


---

14

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 8THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS (Continued)

Theatre
closure reserves at July 3, 2008 by operating segment are as follows (in thousands):

July 3, 2008U.S. and Canada Theatrical Exhibition

$
9,861International Theatrical Exhibition


630Other


48Total segment reserves

$
10,539


NOTE 9ASSET HELD FOR SALE

The Company has classified certain long-lived assets as held for sale in the consolidated balance sheets in accordance with the guidance in SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. In the first quarter of fiscal 2009 one theatre located in the United States
that is no longer used and is valued at approximately $2,300,000, has been identified and reclassified to current assets held for sale. The property is expected to be sold within the next
12 months.

NOTE 10INCOME TAXES

Effective income tax rate

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

Thirteen Weeks EndedJuly 3, 2008

June 28, 2007Federal statutory rate


35.0
%

35.0
%Change in foreign tax reserve


(14.0
)

Foreign rate differential


(21.6
)

(1.4
)Valuation allowance


2.2


(25.4
)State income taxes, net of federal tax benefit


1.8


9.0Permanent items


5.6


2.6Other, net


0.3


0.2Effective tax rate


9.3
%

20.0
%


The
Company accounts for income taxes in accordance with SFAS No. 109, Statement of Financial Accounting Standards ("SFAS No. 109"),Accounting for
Income Taxes,which requires that deferred tax assets and liabilities be recognized, using enacted tax rates, for the tax effect of temporary differences between the financial
reporting and tax bases of recorded assets and liabilities. SFAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of
the deferred tax assets will not be realized.

Based
upon the consideration of all available evidence, the Company has provided a valuation allowance on its net deferred tax assets. The Company continues to record a valuation
allowance

15

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 10INCOME TAXES (Continued)

against
its net deferred tax assets due to the uncertainty regarding the ultimate realization of those assets in all taxing jurisdictions. Net deferred tax assets in excess of valuation allowance were
not material.

The
Company determines income tax expense for interim periods by applying SFAS No. 109 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 such, permanent differences such as state
income taxes and changes in valuation allowance impact the Company's effective tax rate. During the current period, income tax expense differed from the expected tax expense using the U.S. federal
statutory tax rate of 35% primarily due to foreign tax rate differential and the release of a previously reserved foreign tax due to updated interpretation by authorities.

Uncertain tax positions

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign
jurisdictions. The IRS examination of the tax years February 28, 2002 through December 31, 2003 for the former Loews Entertainment Corporation and subsidiaries was concluded during
fiscal 2007. An IRS examination for the tax year ended March 31, 2005 began during 2007. Generally tax years beginning after March 28, 2002 are still open to examination by various
taxing authorities. Additionally the company has NOL carryforwards for tax years ended October 31, 2000 through March 28, 2002 in the U.S. and various state jurisdictions which have
carryforwards of varying lengths of time. These NOL's are subject to adjustment based on the statute of limitations of the return in which they are utilized, not the year in which they
are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a
material impact on its financial statements. There are currently unrecognized tax benefits which the Company estimates will be resolved in the next twelve months; however, the Company is unable at
this time to estimate what the impact on its unrecognized tax benefits will be.

NOTE 11EMPLOYEE BENEFIT PLANS

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

Effective
March 29, 2007, the Company adopted SFAS 158,Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plansan amendment of FASB Statements No. 87, 88, 106, and 132 (R),("SFAS 158"). SFAS 158 requires that, effective for fiscal years ending
after December 15, 2008, the assumptions used to measure annual pension and retiree medical expense be determined as

16

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 11EMPLOYEE BENEFIT PLANS (Continued)

of
the balance sheet date, and all plan assets and liabilities be reported as of that date. Accordingly, as of the beginning of fiscal 2009, the Company changed the measurement date for the annual
pension and postretirement medical expense and all plan assets and liabilities from January 1 to the Company's year-end balance sheet date. As a result of this change in measurement
date, the Company recorded an $82,000 decrease to fiscal 2009 opening accumulated deficit, as follows:

(in thousands)

Before
Application of
SFAS No. 158

Adjustments

After
Application of
SFAS No. 158Long-term assets

$
121,016

$
8

$
121,024Total assets


3,943,864


8


3,943,872Other long-term liabilities


335,294


501


335,795Total liabilities


3,009,249


501


3,009,750Accumulated other comprehensive income


5,973


(411
)

5,562Accumulated deficit


(119,552
)

(82
)

(119,634
)Total stockholder's equity


934,615


(493
)

934,122Total liabilities and stockholder's equity


3,943,864


8


3,943,872


On
May 2, 2008, the Company's Board of Directors approved revisions to the Company's Post-Retirement Medical and Life Insurance Plan effective
January 1, 2009 and on July 3, 2008 the changes were communicated to the plan participants. As a result of these revisions and restating this plan to implement the changes, the Company
recognized a curtailment gain during the thirteen weeks ended July 3, 2008 of $5,969,000 recorded in general and administrative: other. The measurement date used to determine the postretirement
curtailment is July 3, 2008.

Net
periodic benefit cost recognized for the plans during the thirteen weeks ended July 3, 2008 and June 28, 2007 consists of the following:

Pension Benefits

Other Benefits(In thousands)

July 3, 2008

June 28, 2007

July 3, 2008

June 28, 2007Components of net periodic benefit cost:Service cost

$
113

$
91

$
226

$
208Interest cost


1,102


1,100


174


381Expected return on plan assets


(1,274
)

(1,151
)




Amortization of gain


(403
)

(283
)




Amortization of transition obligation


10


10





Curtailment gain








(5,969
)

Net periodic benefit cost (income)

$
(452
)
$
(233
)
$
(5,569
)
$
589


The
Company expects to contribute $1,952,000 to the pension plans and $1,390,000 to the post-retirement deferred compensation plan during fiscal 2009.

17

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 12OPERATING SEGMENTS

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

Thirteen Weeks EndedJuly 3, 2008

June 28, 2007RevenuesU.S. and Canada theatrical exhibition

$
596,971

$
570,573International theatrical exhibition


51,051


51,919Total revenues

$
648,022

$
622,492Segment Adjusted EBITDAU.S. and Canada theatrical exhibition

$
97,852

$
95,885International theatrical exhibition


14,893


15,647Other





(156
)Segment Adjusted EBITDA

$
112,745

$
111,376


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

Thirteen Weeks EndedJuly 3, 2008

June 28, 2007Earnings before income taxes

$
7,494

$
19,942Plus:Interest expense


40,850


44,763Depreciation and amortization


58,017


63,689Preopening expense


1,875


2,085Theatre and other closure income


(14
)

(14,828
)Disposition of assets and other losses


19


Equity in earnings of non-consolidated entities


(4,385
)

(2,253
)Investment income


(721
)

(19,286
)Other income(1)


(469
)

(1,246
)General and administrative expenseunallocated:Merger and acquisition costs


17


4,172Management fee


1,250


1,250Other(2)


8,812


13,088Segment Adjusted EBITDA

$
112,745

$
111,376






18

---





MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 13COMMITMENTS AND CONTINGENCIES

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

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

On
November 20, 2002, the trial court entered summary judgment in favor of the Justice Department on the line of sight aspects of this case and on January 10, 2006, the
trial court ruled in favor of the Department regarding the appropriate remedy. In its decision, the court issued a comprehensive order regarding line of sight and other related remedies. AMCE
estimates that the cost of the betterments related to the remedies for line of sight violations of the ADA will be $22,000,000, which is expected to be incurred over a 4-5 year
term. Through July 3, 2008 AMCE has not incurred any of these costs. Additionally, the order calls for payments of $300,000 to the United States and individual complainants. AMCE has appealed
these decisions and argued its case to the Ninth Circuit Court of Appeals on November 8, 2007. We anticipate a decision soon.

As
a result of the January 10, 2006 order, AMCE estimates the range of the loss to be between $349,000 and $444,000. Accordingly, AMCE has recorded the related liability of
approximately $349,000.

On
January 21, 2003, the trial court entered summary judgment in favor of the Department on non-line of sight aspects of the case, which involve such matters as
parking areas, signage, ramps, location of toilets, counter heights, ramp slopes, companion seating and the location and size of handrails. On December 5, 2003, the trial court entered a
consent order and final judgment on non-line of sight issues under which AMCE agreed to remedy certain violations at its stadium-style theatres and at certain theatres it may open in the
future. Currently AMCE estimates
that these betterments will be required at approximately 140 stadium-style theatres. AMC estimates that the total cost of these betterments will be $53,300,000, and through July 3, 2008 AMCE
has incurred approximately $17,018,000 of these costs. The estimate is based on actual costs incurred on remediation work completed to date. The actual costs of betterments may vary based on the
results of surveys of the remaining theatres.

Michael Bateman v. American Multi-Cinema, Inc.(No. CV07-00171). In January 2007, a class action complaint was filed
against the Company in the Central District of the United States District Court of California (the "District Court") alleging violations of the Fair and Accurate Credit Transactions Act ("FACTA").
FACTA provides in part that neither expiration dates nor more than the last 5 numbers of a credit or debit card may be printed on receipts given to customers. FACTA imposes significant penalties upon
violators where the violation is deemed to have been willful. Otherwise damages are

19

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 13COMMITMENTS AND CONTINGENCIES (Continued)

limited
to actual losses incurred by the card holder. On October 31, 2007, the District Court denied plaintiff's motion for class certification without prejudice pending the Ninth Circuit's
decision in an appeal from a denial of certification in a similar FACTA case. The parties have requested the District Court to stay all proceedings in the case pending the outcome of the Ninth Circuit
case. On June 3, 2008, the President of the United States of America signed the FACTA reform bill. The bill specifies that if a company printed the expiration date on credit card receipts, but
otherwise complied with FACTA, it did not willfully violate the law. The legislation does not specifically address the situation where more than five digits of the credit card are printed on a
receipt. The Company believes the plaintiff's allegations, particularly those asserting AMC's willfulness, are without merit.

The
Company is 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.

NOTE 14NEW ACCOUNTING PRONOUNCEMENTS

In April 2008, the FASB issued FASB Staff Position Financial Accounting Standard 142-3,Determination of the Useful Life of Intangible
Assets, ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used
to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets, ("SFAS 142"). In
developing assumptions about renewal or extension, FSP FAS 142-3 requires an entity to consider its own historical experience (or, if no experience, market participant assumptions)
adjusted for the entity-specific factors in paragraph 11 of SFAS 142. FSP FAS 142-3 expands the disclosure requirements of SFAS 142 and is effective for
financial statements issued for fiscal years beginning after December 15, 2008, and is effective for the Company at the beginning of fiscal 2010. Early adoption is prohibited. The guidance for
determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after the effective date. The Company has not determined the effect that the
application of FSP FAS 142-3 will have on its consolidated financial position.

In
March 2008, the FASB released SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133, ("SFAS 161"), which expands the disclosure requirements about an entity's derivative and hedging activities. SFAS 161 requires entities to provide
enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under Statement 133 and its
related interpretations, and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS 161 is effective
for fiscal years and interim periods beginning after November 15, 2008, and is effective for the Company in the fourth quarter of fiscal 2009. Early application is encouraged. The Company is
currently evaluating the enhanced disclosure requirements of this pronouncement.

In
December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB
No. 51,("SFAS 160"). SFAS 160 establishes accounting and reporting standards that require noncontrolling interest in a subsidiary to be reported as a
component of equity, changes in a parent's ownership interest while the parent retains its controlling interest to be accounted for as equity transactions, and any retained noncontrolling equity
investment

20

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 14NEW ACCOUNTING PRONOUNCEMENTS (Continued)

upon
the deconsolidation of a subsidiary to be initially measured at fair value. The Statement also establishes reporting requirements that clearly identify and distinguish between the interests of
the parent and the interests of the non-controlling owners. SFAS 160 is effective as of the beginning of the first fiscal year beginning on or after December 15, 2008, and is
effective for the Company at the beginning of fiscal 2010. Earlier adoption is prohibited. The Company has not determined the effect that the application of SFAS 160 will have on its
consolidated financial position.

In
December 2007, the FASB issued Statement No. 141 (revised 2007),Business Combinations,("SFAS 141(R)").
SFAS 141(R) establishes the principles and requirements for how an acquirer: 1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; 2) in a business combination achieved in stages, sometimes referred to as a step acquisition, recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values; 3) recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase. SFAS 141(R) establishes disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business
combination. This Statement is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period on or after
December 15, 2008, and is effective for the Company at the beginning of fiscal 2010. Earlier adoption is prohibited. The Company is in the process of evaluating the impact SFAS 141(R)
will have on its financial statements.

In
December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110 ("SAB 110"). SAB 110 extends the opportunity to use the
"simplified" method beyond December 31, 2007, as was allowed by Staff Accounting Bulletin No. 107 ("SAB 107"). Under SAB 110 and 107, a company is able to use the
"simplified" method in developing an estimate of expected term based on the date of exercise of "plain vanilla" share options. SAB 110 allows companies which do not have sufficient historical
experience to provide a reasonable estimate to continue use of the "simplified" method for estimating the expected term of "plain vanilla" share option grants after December 31, 2007. The
Company will continue to use the "simplified" method until there is sufficient historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. SAB 110
is effective for the Company on January 1, 2008.

In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115, ("SFAS 159"). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are
not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 does not affect any
existing
accounting literature that requires certain assets and liabilities to be carried at fair value. This Statement was effective for the Company in the first quarter of fiscal 2009. The Company did not
elect to measure eligible items under the fair value option; therefore, the Statement did not have an impact on the consolidated financial statements.

In
September 2006, the FASB released SFAS No. 157,Fair Value Measurements,("SFAS 157") which provides enhanced guidance
for using fair value to measure assets and liabilities. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a

21

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 14NEW ACCOUNTING PRONOUNCEMENTS (Continued)

liability
in an orderly transaction between market participants in the market in which the reporting entity transacts. It clarifies the principle that fair value should be based on the assumptions
market participants would use when pricing the asset or liability. In February 2008, the FASB issued FASB Staff Position FAS 157-2, which delays the effective date for nonfinancial
assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Statement was effective at the beginning of the first
quarter of fiscal 2009 for financial assets and liabilities recognized or disclosed at fair value on a recurring basis. The partial adoption of this Statement did not have a material impact on the
Company's consolidated financial position and results of operations. Please refer to Note 7Fair Value of Financial Instruments for additional information. Due to the deferral, the
Company has delayed the implementation of SFAS 157 provisions on the fair value of goodwill, intangible assets with indefinite lives, and nonfinancial long-lived assets until the
beginning of fiscal 2010. The Company is in the process of evaluating the impact related to the Company's nonfinancial assets and liabilities not valued on a recurring basis (at least annually).

NOTE 15RELATED PARTY TRANSACTIONS

Governance Agreements

In connection with the Mergers, Holdings, the Sponsors and the other pre-existing stockholders of Holdings, as applicable,
entered into various agreements defining the rights of Holdings' stockholders with respect to voting, governance and ownership and transfer of the stock of Holdings, including a Second Amended and
Restated Certificate of Incorporation of Holdings, a Second Amended and Restated Stockholders Agreement, a Voting Agreement among Holdings and the pre-existing stockholders of Holdings, a
Voting Agreement among Holdings and the former stockholders of LCE Holdings and an Amended and Restated Management Stockholders Agreement among Holdings and certain members of management of Holdings
who are stockholders of Holdings. These agreements terminated on June 11, 2007, the date of the holdco merger, and were superseded by substantially identical agreements entered into by AMC
Entertainment Holdings, Inc., the Sponsors and Holdings' other stockholders (collectively, the "Governance Agreements").

The
Governance Agreements provide that the Board of Directors for Parent consist of up to nine directors, two of whom are designated by JPMP, two of whom are designated by Apollo, one of
whom is the Chief Executive Officer of Parent, one of whom is designated by Carlyle, one of whom is designated by Bain, one of whom is designated by Spectrum and one of whom is designated by Bain,
Carlyle and Spectrum, voting together, so long as such designee was consented to by each of Bain and Carlyle. Each of the directors respectively designated by JPMP, Apollo, Carlyle, Bain and Spectrum
have three votes on all matters placed before the Board of Directors of Holdings and AMCE and the Chief Executive Officer of Parent and the director designated by Carlyle, Bain and Spectrum voting
together have one vote each. The number of directors respectively designated by the Sponsors are to be reduced upon a decrease in such Sponsors' ownership in Parent below certain thresholds.

The
Voting Agreement among Parent and the pre-existing stockholders of Holdings provided that, until the fifth anniversary of the Mergers (the "Blockout Period"), the former
continuing stockholders of Holdings (other than Apollo and JPMP) would generally vote their voting shares of capital stock of Parent in favor of any matter in proportion to the shares of capital stock
of Apollo and JPMP voted in

22

---



MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 15RELATED PARTY TRANSACTIONS (Continued)

favor
of such matter, except in certain specified instances. The Voting Agreement among Parent and the former stockholders of LCE Holdings further provided that during the Blockout Period, the former
LCE Holdings stockholders would generally vote their voting shares of capital stock of Parent on any matter as directed by any two of Carlyle, Bain and Spectrum, except in certain specified instances.
In addition, certain actions of Parent, including, but not limited to, change in control transactions, acquisition or disposition transactions with a value in excess of $10,000,000, the settlement of
claims or litigation in excess of $2,500,000, an initial public offering of Parent, hiring or firing a chief executive officer, chief financial officer or chief operating officer, incurring or
refinancing indebtedness in excess of $5,000,000 or engaging in new lines of business, require the approval of either (i) any three of JPMP, Apollo, Carlyle or Bain or (ii) Spectrum and
(a) either JPMP or Apollo and (b) either Carlyle or Bain (the "Requisite Stockholder Majority") if at such time the Sponsors collectively held at least a majority of Parent's voting
shares.

Prior
to the earlier of the end of the Blockout Period and the completion of an initial public offering of the capital stock of Parent, Holdings or AMCE, the Governance Agreements
prohibited the Sponsors and the other pre-existing stockholders of Holdings from transferring any of their interests in Parent, other than (i) certain permitted transfers to
affiliates or to persons approved of by the Sponsors and (ii) transfers after the Blockout Period subject to the rights described below.

The
Governance Agreements set forth additional transfer provisions for the Sponsors and the other pre-existing stockholders of Holdings with respect to the interests in
Parent, including the following:

Right of first offer.After the Blockout Date and prior to an initial public offering, Parent and, in the event Parent did not exercise its right of first offer,
each of the Sponsors and the other preexisting stockholders of Holdings, have a right of first offer to purchase (on a pro rata basis in the case of the stockholders) all or any portion of the shares
of Parent that a Sponsor or other former continuing stockholder of Holdings was proposing to sell to a third party at the price and on the terms and conditions offered by such third party.

Drag-along rights.If, prior to an initial public offering, Sponsors constituting a Requisite Stockholder Majority propose to transfer shares of Parent
to an independent third party in a bona fide
arm's-length transaction or series of transactions that resulted in a sale of all or substantially all of Parent, such Sponsors may have elected to require each of the other stockholders of Holdings
to transfer to such third party all of its shares at the purchase price and upon the other terms and subject to the conditions of the sale.

Tag-along rights.Subject to the right of first offer described above, if any Sponsor or other former continuing stockholder of Holdings proposes to
transfer shares of Parent held by it, then such stockholder would have given notice to each other stockholder, who would each have had the right to participate on a pro rata basis in the proposed
transfer on the terms and conditions offered by the proposed purchaser.

Participant rights.On or prior to an initial public offering, the Sponsors and the other pre-existing stockholders of Holdings have the pro rata right
to subscribe to any issuance by Parent or any

23

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 15RELATED PARTY TRANSACTIONS (Continued)

subsidiary
of shares of its capital stock or any securities exercisable, convertible or exchangeable for shares of its capital stock, subject to certain exceptions.

The
Governance Agreements also provide for certain registration rights in the event of an initial public offering of Parent, including the following:

Demand rights.Subject to the consent of at least two of any of JPMP, Apollo, Carlyle and Bain during the first two years following an initial public offering,
each Sponsor has the right at any time following an initial public offering to make a written request to Parent for registration under the Securities Act of part or all of the registrable equity
interests held by such stockholders at Parent's expense, subject to certain limitations. Subject to the same consent requirement, the other pre-existing stockholders of Holdings as a group
have the right at any time following an initial public offering to make one written request to Parent for registration under the Securities Act of part or all of the registrable equity interests held
by such stockholders with an aggregate offering price to the public of at least $200,000,000.

Piggyback rights.If Parent at any time proposes to register under the Securities Act any equity interests
on a form and in a manner which would permit registration of the registrable equity interests held by stockholders of Parent for sale to the public under the Securities Act, Parent must give written
notice of the proposed registration to each stockholder, who then have the right to request that any part of its registrable equity interests be included in such registration, subject to certain
limitations.

Holdback agreements.Each stockholder agrees that it would not offer for public sale any equity interests during a period not to exceed 90 days
(180 days in the case of an initial public offering) after the effective date of any registration statement filed by Parent in connection with an underwritten public offering (except as part of
such underwritten registration or as otherwise permitted by such underwriters), subject to certain limitations.

Amended and Restated Fee Agreement

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

Upon
the consummation of a change in control transaction or an initial public offering, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a
fee equal to the net present value of the aggregate annual management fee that would have been payable to the

24

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

July 3, 2008

(Unaudited)

NOTE 15RELATED PARTY TRANSACTIONS (Continued)

Sponsors
during the remainder of the term of the fee agreement (assuming a twelve year term from the date of the original fee agreement), calculated using the treasury rate having a final maturity
date that is closest to the twelfth anniversary of the date of the original fee agreement date.

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

Parent
is owned by the Sponsors, other co-investors and by certain members of management as follows: JPMP (20.776%); Apollo (20.776%); Bain Capital Partners (15.084%); The
Carlyle Group (15.084%); Spectrum Equity Investors (9.76%); Weston Presidio Capital IV, L.P. and WPC Entrepreneur Fund II, L.P. (3.898%); Co-Investment Partners, L.P.
(3.898%); Caisse de Depot et Placement du Quebec (3.118%); AlpInvest Partners CS Investments 2003 C.V., AlpInvest Partners Later Stage Co-Investments Custodian II B.V. and AlpInvest
Partners Later Stage Co-Investments Custodian IIA B.V. (2.728%); SSB Capital Partners (Master Fund) I, L.P. (1.949%); CSFB Strategic Partners Holdings II, L.P., CSFB
Strategic Partners Parallel Holdings II, L.P., and GSO Credit Opportunities Fund (Helios), L.P. (1.559%); Credit Suisse Anlagestiftung, Pearl Holding Limited, Vega Invest (Guernsey)
Limited and Partners Group Private Equity Performance Holding Limited (0.779%); Screen Investors 2004, LLC (0.152%); and members of management (0.439%)(1).

---

Control Arrangement

The Sponsors have the ability to control the Company's affairs and policies and the election of directors and appointment of
management.

Market Making Transactions

On August 18, 2004, Holdings sold $304,000,000 in aggregate principal amount at maturity of its 12% Senior Discount Notes due
2014 (the "Holdco Notes"). On the same date, Marquee sold $250,000,000 in aggregate principal amount of its 85/8% Senior Notes due 2012 and $205,000,000 in aggregate principal amount of
its Senior Floating Notes due 2010 (Collectively, the "Senior Notes"). J.P. Morgan Securities Inc., an affiliate of JPMP which owns approximately 20.8% of Holdings, was an initial purchaser of
both the Holdco Notes and the Senior Notes.

On
January 26, 2006, AMCE sold $325,000,000 in aggregate principal amount of its 11% Senior Subordinated Notes due 2016. JP Morgan Securities Inc., an affiliate of JPMP
which owns approximately 20.8% of Holdings, was an initial purchaser of these notes. Credit Suisse Securities (USA) LLC, whose affiliates own approximately 1.6% of Holdings, was also an initial
purchaser of these notes.

25

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

Forward Looking Statements

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



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

Readers
are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties, see
Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended April 3, 2008 and in this Quarterly Report on Form 10-Q.

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

26

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Overview

We are one of the world's leading theatrical exhibition companies. During the first quarter of fiscal 2009, we opened three new
theatres with 38 screens in the U.S., closed two theatres with 14 screens in the U.S, and closed one theatre with six screens for remodeling in the U.S. During the first quarter of fiscal 2009 we
expanded one theatre in Mexico by adding 5 additional screens. As of July 3, 2008, we owned, operated or had interests in 353 theatres and 5,117 screens, with 89% or 4,569 of our screens in the
U.S. and Canada and 11%, or 548 of our screens in Mexico, China (Hong Kong), France and the United Kingdom.

Our
principal direct and indirect owned subsidiaries are American Multi-Cinema, Inc. ("AMC"), Grupo Cinemex, S.A. de C.V. ("Cinemex") 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 Cinemex and AMCEI and its subsidiaries.

On
May 2, 2008, the Company's Board of Directors approved revisions to our Post-Retirement Medical and Life Insurance Plan effective January 1, 2009 and on
July 3, 2008 the changes were communicated to the plan participants. As a result of these revisions and restating this plan to implement the changes, we recognized a curtailment gain during the
thirteen weeks ended July 3, 2008 of $5,969,000. The measurement date used to determine the postretirement curtailment is July 3, 2008.

In
May 2007, we disposed of our investment in Fandango for total expected proceeds of approximately $20,000,000, of which $17,744,000 was received in May 2007. We recorded a gain on the
sale, included in investment income for that period, of approximately $15,744,000.

For
financial reporting purposes we have three segments, (1) U.S. and Canada theatrical exhibition, (2) International theatrical exhibition and (3) Other, with the
most significant activity in "Other" related to on-screen advertising.

Our
U.S. and Canada and International theatrical exhibition revenues are generated primarily from box office admissions and theatre concession sales. The balance of our revenues are
generated from ancillary sources, including on-screen advertising, rental of theatre auditoriums, fees and other revenues generated from the sale of gift certificates and theatre tickets
and arcade games located in theatre lobbies.

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

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

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

27

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During
fiscal 2008, films licensed from our six largest distributors based on revenues accounted for approximately 85% 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 2007, 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 599 in 2006, according to Motion Picture Association 2007 MPA Market Statistics.

We
continually upgrade the quality of our theatre circuit by adding new screens through new builds (including expansions) and acquisitions and by disposing of older screens through
closures and sales. We are an industry leader in the development and operation of megaplex theatres, typically defined as a theatre having 14 or more screens and offering amenities to enhance the
movie-going experience, such as stadium seating providing unobstructed viewing, digital sound and enhanced seat design. We believe our introduction of the megaplex concept to North America 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 July 3, 2008, AMC Entertainment and Loews added 211 theatres with 3,776 new screens, acquired 431 theatres with 3,007 screens and disposed of 699
theatres with 4,309 screens. As of July 3, 2008, approximately 75% of our screens in the U.S. and Canada were located in megaplex theatres.

Stock-Based Compensation

We account for stock-based employee compensation arrangements in accordance with the provisions of SFAS No. 123(R), Shared-Based Payment (Revised),("SFAS 123 (R)") and Staff Accounting Bulletins No. 107 and 110,Share Based
Payments. Under SFAS 123(R), compensation cost is calculated on the date of the grant and then amortized over the vesting period. The fair value of each stock option was
estimated on the grant date using the Black-Scholes option pricing model using the following assumptions: common stock value on the grant date, risk-free interest rate, expected term,
expected volatility, and dividend yield.

We
granted 38,876.72873 options on December 23, 2004 and 600 options on January 26, 2006 to employees to acquire our common stock. The fair value of these options on their
respective grant dates was $22,373,000 and $138,000. All of these options are equity classified except for 7,684.57447 unexercised options which are classified as a liability. The holder of the
liability-classified options exercised the written put option in May 2008 and accordingly, Holdings will make cash payments to settle the liability over the next six months.

The
common stock value used to estimate the fair value of each option on the December 23, 2004 grant date was based upon a contemporaneous third party arms-length
transaction on December 23, 2004 in which we sold 769,350 shares of our common stock for $1,000 per share to unrelated parties. Accordingly, because we had contemporaneous objective evidence of
the fair value of our common stock on December 23, 2004, we did not obtain a contemporaneous valuation by an unrelated valuation specialist.

Our
Chairman of the Board, President and Chief Executive Officer, Peter C. Brown has an amended and restated employment agreement that generally will revert to his prior agreement if an
initial public offering of Parent does not occur on or before December 31, 2008. In the event of an initial public offering on or before December 31, 2008, within 15 days after
such initial public offering, Mr. Brown shall receive a grant of restricted stock or restricted stock units having a value of $2,567,000 on the date of grant, based on the initial public
offering price. This grant was an inducement for Mr. Brown to enter into his amended and restated employment agreement, whereby the term of his employment would be shorter than in his current
employment agreement and he would be subject to certain restrictive covenants that did not exist in his prior employment agreement. Such grant shall vest in three equal annual installments on the
first three anniversaries of the grant date. We expect that we would incur annual stock-based compensation expense of $856,000 related to these awards for three years from the date of grant in the
event of an initial public offering on or before December 31, 2008.

28

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Operating Results

The following table sets forth our revenues, costs and expenses attributable to our United States and Canada and International
theatrical exhibition operations and Other. Reference is made to Note 12Operating Segments to our consolidated financial statements included elsewhere in this
Form 10-Q for additional information about our operations by operating segment.

Thirteen Weeks EndedJuly 3, 2008

June 28, 2007

% Change(thousands of dollars,
except operating data)RevenuesU.S. and Canada theatrical exhibitionAdmissions

$
413,511

$
388,685


6.4
%Concessions


168,427


165,348


1.9
%Other theatre


15,033


16,540


-9.1
%596,971


570,573


4.6
%International theatrical exhibitionAdmissions


25,703


28,189


-8.8
%Concessions


17,431


18,879


-7.7
%Other theatre


7,917


4,851


63.2
%51,051


51,919


-1.7
%Total revenues

$
648,022

$
622,492


4.1
%Cost of OperationsU.S. and Canada theatrical exhibitionFilm exhibition costs

$
226,069

$
209,479


7.9
%Concession costs


18,132


17,725


2.3
%Theatre operating expense


147,095


144,228


2.0
%Rent


110,026


105,407


4.4
%Preopening expense


1,875


1,965


-4.6
%Theatre and other closure (income) expense


(26
)

(14,838
)

-99.8
%503,171


463,966


8.4
%International theatrical exhibitionFilm exhibition costs


11,491


12,368


-7.1
%Concession costs


3,816


4,462


-14.5
%Theatre operating expense


13,416


12,141


10.5
%Rent


7,435


7,301


1.8
%Preopening expense





120


-100.0
%Theatre closure


12


10


20.0
%36,170


36,402


-0.6
%Other





156


-100.0
%General and administrative expense:Merger, acquisition and transaction costs


17


4,172


-99.6
%Management Fee


1,250


1,250



%Other


8,812


13,088


-32.7
%Depreciation and amortization


58,017


63,689


-8.9
%Disposition of assets and other losses


19





*Total costs and expenses

$
607,456

$
582,723


4.2
%


29

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Thirteen Weeks
Ended July 3,
2008

Thirteen Weeks
Ended June 28,
2007Operating Data (at period end):Screen additions


43


46Screen dispositions(1)


20


60Average screenscontinuing operations(2)


5,028


5,075Number of screens operated


5,117


5,300Number of theatres operated


353


377Screens per theatre


14.5


14.1Attendancecontinuing operations(2) (in thousands)


59,393


59,970


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Thirteen weeks Ended July 3, 2008 and June 28, 2007

Revenues.Total revenues increased 4.1%, or $25,530,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28,
2007.

U.S.
and Canada theatrical exhibition revenues increased 4.6%, or $26,398,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28,
2007. Admissions revenues increased 6.4%, or $24,826,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007, due to a 4.6% increase in
average ticket prices and a 1.7% increase in attendance. Admissions revenues at comparable theatres (theatres opened on or before the first quarter of fiscal 2008) increased 3.9%, or $14,799,000,
during the thirteen weeks ended July 3, 2008 from the comparable period last year. 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. Attendance was favorably impacted by the Fourth of
July holiday week during the thirteen weeks ended July 3, 2008. Based upon available industry sources, box office revenues of our theatres outperformed overall performance of industry theatres.
Concessions revenues increased 1.9%, or $3,079,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007 due to the increase in attendance and
a 0.2% increase in average concessions per patron. Other theatre revenues decreased 9.1%, or $1,507,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended
June 28, 2007, primarily due to decreases in theatre rentals.

International
theatrical exhibition revenues decreased 1.7%, or $868,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007.
Admissions revenues decreased by 8.8%, or $2,486,000, due to a 16.3% decrease in attendance partially offset by an 8.9% increase in average ticket prices. The decrease in attendance was primarily due
to the popularity of film product during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007. Concessions revenues decreased 7.7%, or $1,448,000, due
to the decrease in attendance partially offset
by a 10.3% increase in concession per patron. Concessions per patron increased in Mexico due primarily to price increases and increased promotions designed to increase transaction size and incidence
of purchase. Other theatre revenues increased by 63.2% or $3,066,000 due to increased on-screen campaigns by advertisers which shifted fiscal 2009 revenues into the first fiscal quarter.
International revenues were positively impacted by a weaker U.S. dollar, although this did not materially contribute to our consolidated earnings.

Costs and expenses.Total costs and expenses increased 4.2%, or $24,733,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks
ended June 28, 2007.

30

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U.S.
and Canada theatrical exhibition costs and expenses increased 8.4%, or $39,205,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended
June 28, 2007. Film exhibition costs increased 7.9%, or $16,590,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007 due to the
increase in admissions revenues and an increase in film exhibition costs as a percentage of admission revenues. As a percentage of admissions revenues, film exhibition costs were 54.7% in the current
period as compared with 53.9% in the prior period. Concession costs increased 2.3%, or $407,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended
June 28, 2007 due to the increase in concession revenues and an increase in concession costs as a percentage of concessions revenues. As a percentage of concessions revenues, concession costs
were 10.8% in the current period compared with 10.7% in the prior period. As a percentage of revenues, theatre operating expense was 24.6% in the current period as compared to 25.3% in the prior
period. Rent expense increased 4.4%, or $4,619,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007 due primarily to the opening of new
theatres. Preopening expense decreased $90,000 during the thirteen weeks ended July 3, 2008. During the thirteen weeks ended June 28, 2007, we recognized $14,838,000 of theatre and other
closure income due primarily to lease terminations negotiated on favorable terms for two of our theatres that were closed during the thirteen weeks ended June 28, 2007.

International
theatrical exhibition costs and expenses decreased 0.6%, or $232,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended
June 28, 2007. Film exhibition costs decreased 7.1%, or $877,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007 due primarily to
the decrease in admissions revenues. Concession costs decreased 14.5%, or $646,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007 due to
the decrease in concession revenues and a decrease in concession costs as a percentage of concessions revenues. As a percentage of concessions revenues, concession costs were 21.9% in the current
period compared with 23.6% in the prior period. As a percentage of revenues, theatre operating expense was 26.3% in the current period compared to 23.4% in the prior period due primarily to increases
in utilities expense. Rent expense increased 1.8%, or $134,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks ended June 28, 2007. International
costs and expenses were negatively impacted by a weaker U.S. dollar, although this did not contribute materially to our consolidated earnings. We continually monitor the performance of our
international theatres, and factors such as changing consumer preferences for filmed entertainment in international markets and our inability to sublease vacant retail space could negatively impact
operating results and result in future closures, sales, dispositions and theatre closure charges prior to expiration of underlying lease agreements.

General and Administrative Expense:

Merger, acquisition and transaction costs.Merger, acquisition and transaction costs decreased $4,155,000, during the thirteen weeks ended July 3, 2008
compared to the thirteen weeks ended June 28, 2007. Prior period costs are primarily comprised of expenses related to the Merger with Loews.

Management fees.Management fees were unchanged during the thirteen weeks ended July 3, 2008. Management fees of $1,250,000 are paid quarterly, in advance,
to our Sponsors in exchange for consulting and other services.

Other.Other general and administrative expense decreased 32.7%, or $4,276,000, during the thirteen weeks ended July 3, 2008 compared to the thirteen weeks
ended June 28, 2007. The decrease in other general and administrative expenses is primarily due to a decrease in postretirement expense of $6,158,000 related to an amendment to our
Postretirement Plan which resulted in a curtailment gain of $5,969,000 during the thirteen weeks ended July 3, 2008.

31

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Depreciation and Amortization.Depreciation and amortization decreased 8.9%, or $5,672,000, compared to the prior period due primarily to the closing of theatres.

Other Income.Other income includes $2,203,000 and $1,754,000 of income related to the derecognition of stored value card liabilities as to which we believe future
redemption to be remote, during the thirteen weeks ended July 3, 2008 and June 28, 2007, respectively. Other income includes insurance recoveries related to Hurricane Katrina of
$1,246,000 for property losses in excess of property carrying cost and $397,000 for business interruption during the thirteen weeks ended June 28, 2007. Other income includes $469,000 of income
related to ineffectiveness of interest rate swaps during the thirteen weeks ended July 3, 2008.

Interest Expense.Interest expense decreased 8.7%, or $3,913,000, primarily due to decreased interest rates on the Senior Secured Credit Facility.

Equity in Earnings of Non-Consolidated Entities.Equity in earnings of non-consolidated entities were $4,385,000 in the current period
compared to $2,253,000 in the prior period. Equity in earnings related to our investment in National CineMedia, LLC were $4,655,000 and $1,810,000 for the thirteen weeks ended July 3,
2008 and June 28, 2007, respectively.

Investment Income.Investment income was $721,000 for the thirteen weeks ended July 3, 2008 compared to $19,286,000 for the thirteen weeks ended
June 28, 2007. The thirteen weeks ended June 28, 2007 includes a gain on the sale of our investment in Fandango of $15,744,000. Interest income decreased $2,697,000 from the prior period
primarily due to decreases in temporary investments and decreases in rates of interest earned on temporary investments.

Income Tax Provision.The provision for income taxes from continuing operations was $700,000 for the thirteen weeks ended July 3, 2008 and $4,000,000 for
the thirteen weeks ended June 28, 2007 with the reduction due primarily to the decrease in earnings before income taxes, foreign rate differential and a release of previously reserved foreign
tax due to updated interpretation by authorities. See Note 10Income Taxes.

Net EarningsNet earnings were $6,794,000 and $15,942,000 for the thirteen weeks ended July 3, 2008 and June 28, 2007, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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

Holding Company Status

Holdings is a holding company with no operations of its own and has no ability to service interest or principal on its indebtedness or
pay dividends other than through any dividends it may receive from its subsidiaries. Under certain circumstances, AMC Entertainment is restricted from paying dividends to Holdings by the terms of the
indentures relating to its notes and its Senior Secured Credit Facility. AMC Entertainment's Senior Secured Credit Facility and note indentures contain provisions which limit the amount of dividends
and advances which it may pay or make to Holdings. Under the most restrictive of these provisions, set forth in the note indenture for the 85/8% Senior Fixed Rate notes due 2012, (the
"Fixed Notes due 2012") the amount of loans and dividends which AMC Entertainment

32

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could
make to Holdings may not exceed $291,060,000 in the aggregate as of July 3, 2008. Under the note indentures, a loan to Holdings would have to be on terms no less favorable to AMC
Entertainment than could be obtained in a comparable transaction on an arm's length basis with an unaffiliated third party and be in the best interest of AMC Entertainment. Provided no event of
default has occurred or would result, the Senior Secured Credit Facility also permits AMC Entertainment to pay cash dividends to Holdings for specified purposes, including indemnification claims,
taxes, up to $4,000,000 annually for operating expenses, repurchases of equity awards to satisfy tax withholding obligations, specified management fees, fees and expenses of permitted equity and debt
offerings and to pay for the repurchase of stock from employees, directors and consultants under benefit plans up to specified amounts. Depending on the net senior secured leverage ratio, as defined
in the senior secured credit facility, AMC Entertainment may also pay Holdings a portion of net cash proceeds from specified assets sales.

Cash Flows provided by Operating Activities

Cash flows provided by operating activities, as reflected in the Consolidated Statements of Cash Flows, were $116,702,000 and
$72,738,000, during the thirteen weeks ended July 3, 2008 and June 28, 2007, respectively. The increase in operating cash flows during the thirteen weeks ended July 3, 2008 is
primarily due to increases in accounts payable and accrued expenses and other liabilities related primarily to the timing of certain payments. We had working capital deficits as of July 3, 2008
and April 3, 2008 of $(193,915,000) and $(225,476,000), respectively. Working capital includes $129,909,000 and $134,560,000 of deferred revenues as of July 3, 2008 and April 3,
2008, respectively. We have the ability to borrow against our credit facility to meet obligations as they come due (subject to limitations on the incurrence of indebtedness in our various debt
instruments) and could incur indebtedness of $164,994,000 and $185,947,000 on our credit facility to meet these obligations for each of the periods ended July 3, 2008 and April 3, 2008,
respectively.

Cash Flows used in Investing Activities

Cash flows used in investing activities, as reflected in the Consolidated Statements of Cash Flows, were $37,756,000 and $35,848,000,
during the thirteen weeks ended July 3, 2008 and June 28, 2007, respectively. As of July 3, 2008, we had construction in progress of $8,357,000. We had 2 U.S. theatres with a
total of 28 screens under construction on July 3, 2008 that we expect to open in fiscal 2009 and one U.S. theatre with 6 screens under construction for remodeling that will open in fiscal 2009.
Cash outflows from investing activities include capital expenditures of $27,059,000 and $33,894,000 during the thirteen weeks ended July 3, 2008 and June 28, 2007, respectively. We
expect that our gross capital expenditures in fiscal 2009 will be approximately $145,000,000 to $150,000,000.

In
March 2007, the board of directors of Fandango, Inc. ("Fandango"), an online movie ticketing company in which we owned approximately 8.4% of the outstanding common stock on an
as converted basis as of March 29, 2007, approved an Agreement and Plan of Merger (the "Fandango Merger Agreement"), which was adopted and approved by its stockholders. Pursuant to the Fandango
Merger Agreement, we and the other existing stockholders sold our interests in Fandango to Comcast Corporation. The transaction closed in May of 2007. In connection with the transaction, we received
an equity earn up which raised our interest in Fandango to approximately 10.4% of the outstanding common stock on an as converted basis immediately prior to the sale of our shares. Pursuant to the
terms of the Fandango Merger Agreement and subject to certain closing adjustments, we estimate that we will receive a total of approximately $20,000,000 in cash consideration in connection with the
sale of our interest in Fandango of which $17,744,000 was received during the thirteen weeks ended June 28, 2007.

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

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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. We may also decide to sell certain real estate assets that we currently own where the value of the real estate may be greater than
the value generated by our theatre operations.

Cash Flows used in Financing Activities

Cash flows used in financing activities, as reflected in the Consolidated Statement of Cash Flows, were $11,310,000 and $265,496,000
during the thirteen weeks ended July 3, 2008 and June 28, 2007, respectively.

During
the thirteen weeks ended June 28, 2007 we paid a dividend of $270,588,000 to our stockholder AMC Entertainment Holdings, Inc. and paid $4,360,000 in deferred
financing costs related to a consent solicitation from holders of our Discount Notes due 2014. Reference is made to Management's Discussion and Analysis of Financial Condition and Results of
OperationsLiquidity and Capital Resources in our Annual Report on Form 10-K for the fiscal year ended April 3, 2008 for certain information about our Senior
Secured Credit Facility, the Cinemex Credit Facility, our 8% Senior Subordinated Notes due 2014 (the "Notes due 2014"), 11% Senior Subordinated Notes due 2016 (the "Notes due 2016"),
85/8% Senior Notes due 2012 (the "Fixed Notes due 2012") and 12% Senior Discount Notes due 2014 (the "Discount Notes due 2014").

Our
Senior Secured Credit Facility is with a syndicate of banks and other financial institutions and provides financing of up to $850,000,000, consisting of a $650,000,000 term loan
facility with a maturity of seven years and a $200,000,000 revolving credit facility with a maturity of six years. The revolving credit facility includes borrowing capacity available for Mexican
peso-denominated revolving loans, for letters of credit and for swingline borrowings on same-day notice. As of July 3, 2008, we had no borrowings under the revolving
credit facility and $633,750,000 was outstanding under the term loan facility at an interest rate of 4.23%.

Borrowings
under the Senior Secured Credit Facility bear interest at a rate equal to an applicable margin plus, at our option, either a base rate or LIBOR. On March 13, 2007, we
amended the Senior Secured Credit Facility to, among other things, lower the interest rates related to our term loan, reduce our unused commitment fee and amend the change of control definition so
that an initial public offering and related transactions would not constitute a change of control. The current applicable margin for borrowings under the revolving credit facility is 0.75% with
respect to base rate borrowings and 1.75% with respect to LIBOR borrowings, and the current applicable margin for borrowings under the term loan facility is 0.75% with respect to base rate borrowings
and 1.75% with respect to LIBOR borrowings. The applicable margin for such borrowings may be reduced, subject to AMC Entertainment attaining certain leverage ratios. In addition to paying
interest on outstanding principal under the Senior Secured Credit Facility, AMC Entertainment is required to pay a commitment fee to the lenders under the revolving credit facility in respect
of the unutilized commitments thereunder at a rate equal to 0.25%. It will also pay customary letter of credit fees. AMC Entertainment may voluntarily repay outstanding loans under the Senior
Secured Credit Facility at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans. AMC Entertainment is required to repay $1,625,000 of the term loan
quarterly, beginning March 30, 2006 through September 30, 2012, with any remaining balance due on January 26, 2013.

The
indentures relating to our 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, after giving effect to the event on a pro forma basis (under the
indentures for the Fixed Notes due 2012, Notes due 2014 and Notes due 2016). Under the terms of the Parent Term Loan Facility which is more restrictive than the AMCE and Holdings indentures and as a
practical matter limits our ability to incur indebtedness, we could borrow approximately $247,300,000 as of

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July 3,
2008 in addition to permitted indebtedness (assuming an interest rate of 11% on the additional senior subordinated 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 $100,000,000 of new "permitted indebtedness" under the terms of the indentures relating to
the Notes due 2014 and Notes due 2016.

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 2016, Notes due 2014, Fixed Notes due 2012, and the 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 July 3, 2008, we were in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Cinemex Credit Facility, the Notes due 2016, the Notes
due 2014, the Fixed Notes due 2012 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 Senior Secured Credit Facility and the notes.

Investment in NCM

We hold an investment in 18.5% of NCM accounted for following the equity method. The fair market value of these shares is approximately
$207,902,000 as of July 3, 2008. Because we have little tax basis in these units and because the sale of all these units would require us to report taxable income of $319,630,000 including
distributions received from NCM that were previously deferred, we expect that any sales of these units would be made ratably over a period of
time to most efficiently manage any related tax liability. We have available net operating loss carryforwards which could reduce any related tax liability.

Commitments and Contingencies

The Company has commitments and contingencies for capital and financing leases, corporate borrowings, operating leases, capital related
betterments and pension funding that were summarized in a table in the Company's Form 10-K for the year ended April 3, 2008. Since April 3, 2008 there have been no
material changes to the commitments and contingencies of the Company outside the ordinary course of business.

NEW ACCOUNTING PRONOUNCEMENTS

In April 2008, the FASB issued FASB Staff Position Financial Accounting Standard 142-3, Determination of the Useful Life of Intangible Assets, ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that
should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and
Other Intangible Assets, ("SFAS 142"). In developing assumptions about renewal or extension, FSP FAS 142-3 requires an entity to consider its own
historical experience (or, if no experience, market participant assumptions) adjusted for the entity-specific factors in paragraph 11 of SFAS 142. FSP FAS 142-3
expands the disclosure requirements of SFAS 142 and is effective for financial statements issued for fiscal years beginning after December 15, 2008, and is effective for us at the
beginning of fiscal 2010. Early adoption is prohibited. The guidance for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after
the effective date. We have not

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determined
the effect that the application of FSP FAS 142-3 will have on our consolidated financial position.

In
March 2008, the FASB released SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133,("SFAS 161"), which expands the disclosure requirements about an entity's derivative and hedging activities. SFAS 161 requires entities to provide
enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under Statement 133 and its
related interpretations, and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS 161 is effective
for fiscal years and interim periods
beginning after November 15, 2008, and is effective for us in the fourth quarter of fiscal 2009. Early application is encouraged. We are currently evaluating the enhanced disclosure
requirements of this pronouncement.

In
December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB
No. 51,("SFAS 160"). SFAS 160 establishes accounting and reporting standards that require noncontrolling interest in a subsidiary to be reported as a
component of equity, changes in a parent's ownership interest while the parent retains its controlling interest to be accounted for as equity transactions, and any retained noncontrolling equity
investment upon the deconsolidation of a subsidiary to be initially measured at fair value. The Statement also establishes reporting requirements that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS 160 is effective as of the beginning of the first fiscal year beginning on or after December 15,
2008, and is effective for us at the beginning of fiscal 2010. Earlier adoption is prohibited. We have not determined the effect that the application of SFAS 160 will have on our consolidated
financial position.

In
December 2007, the FASB issued Statement No. 141 (revised 2007),Business Combinations,("SFAS 141(R)").
SFAS 141(R) establishes the principles and requirements for how an acquirer: 1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree; 2) in a business combination achieved in stages, sometimes referred to as a step acquisition, recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values; 3) recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase. SFAS 141(R) establishes disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business
combination. This Statement is to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period on or after
December 15, 2008, and is effective for us at the beginning of fiscal 2010. Earlier adoption is prohibited. We are in the process of evaluating the impact SFAS 141(R) will have on our
financial statements.

In
December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110 ("SAB 110"). SAB 110 extends the opportunity to use the
"simplified" method beyond December 31, 2007, as was allowed by Staff Accounting Bulletin No. 107 ("SAB 107"). Under SAB 110 and 107, a company is able to use the
"simplified" method in developing an estimate of expected term based on the date of exercise of "plain vanilla" share options. SAB 110 allows companies which do not have sufficient historical
experience to provide a reasonable estimate to continue use of the "simplified" method for estimating the expected term of "plain vanilla" share option grants after December 31, 2007. We will
continue to use the "simplified" method until there is sufficient historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. SAB 110 was
effective for us on January 1, 2008.

In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115, ("SFAS 159"). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value

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that
are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 does not
affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. This Statement was effective for us in the first quarter of fiscal 2009. We elected
not to measure eligible items under the fair value option; therefore, the Statement did not have an impact on our consolidated financial statements.

In
September 2006, the FASB released SFAS No. 157,Fair Value Measurements,("SFAS 157") which provides enhanced guidance
for using fair value to measure assets and liabilities. Under the standard, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants in the market in which the reporting entity transacts. It clarifies the principle that fair value should be based on the assumptions market participants would
use when pricing the asset or liability. In February 2008, the FASB issued FASB Staff Position FAS 157-2,Partial Deferral of the Effective Date of
SFAS 157("FSP 157-2"), which delays the effective date for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair
value in the financial statements on a recurring basis. The Statement was effective at the beginning of the first quarter of fiscal 2009 for financial assets and liabilities recognized or disclosed at
fair value on a recurring basis. The partial adoption of this Statement did not have a material impact on our consolidated financial position and results of operations. Please refer to
Note 7Fair Value of Financial Instruments for additional information. Due to the deferral, we have delayed the implementation of SFAS 157 provisions on the fair value of
goodwill, intangible assets with indefinite lives, and nonfinancial long-lived assets until the beginning of fiscal 2010. We are in the process of evaluating the impact related to our
nonfinancial assets and liabilities not valued on a recurring basis (at least annually).

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. All financial instruments
are used solely for hedging purposes and are not issued or held for speculative reasons.

Interest Rate Swaps.We periodically enter into interest rate swap agreements to manage the interest rate risk associated with variable rate debt instruments. In
October 2007, AMCE executed an interest
rate swap agreement, scheduled to mature in April 2009, to hedge $200,000,000 of our variable rate debt obligation. Under the terms of the agreement, we pay interest at a fixed rate of 4.707% and
receive interest at a variable rate based on 1-month U.S. Dollar LIBOR-BBA. In addition, Grupo Cinemex is party to an interest rate swap with notional amounts ranging between
283,932,000 and 907,146,000 Mexican pesos ($26,151,000 and $83,894,000). Under the terms of the agreement, we pay interest at a fixed rate of 9.89% and receive interest at a variable rate based on
1-month MXN TIIE. The interest rate swap is scheduled to mature in August 2009. Based upon a sensitivity analysis performed as of July 3, 2008, a decrease in the underlying interest
rates of 100 basis points would increase the fair value of the interest rate swap liabilities by $1,951,000 and a 100 basis point increase in the underlying interest rates would decrease the fair
value of the interest rate swap liabilities by $1,928,000.

Market risk on variable-rate financial instruments.We maintain an $850,000,000 Senior Secured Credit Facility, comprised of a $200,000,000 revolving
credit facility and a $650,000,000 term loan facility, which permits borrowings at a rate equal to an applicable margin plus, at our option, either a base rate or LIBOR. Increases in market interest
rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted
average outstanding borrowings during the reporting period following an increase in market interest rates. We had no borrowings on our revolving credit facility as of July 3, 2008 and had
$633,750,000 outstanding under the term loan facility on July 3, 2008. Therefore, a 100 basis point increase in market interest rates would have increased or decreased

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interest
expense on the Senior Secured Credit Facility by $1,088,000 during the thirteen weeks ended July 3, 2008.

Market risk on fixed-rate financial instruments.Included in long-term debt are $325,000,000 of our Notes due 2016, $300,000,000 of our
Notes due 2014, $250,000,000 of our Fixed Notes due 2012 and $240,795,000 of our Discount Notes due 2014. Increases in market interest rates would generally cause a decrease in the fair value of the
Notes due 2016, Notes due 2014 and Fixed Notes due 2012 and a decrease in market interest rates would generally cause an increase in fair value of the Notes due 2016, Notes due 2014, Fixed Notes due
2012 and Discount Notes due 2014.

Foreign currency exchange rates.We currently operate theatres in Canada, Mexico, France and the United Kingdom. As a result of these operations, we have assets,
liabilities, revenues and expenses denominated in foreign currencies. The strengthening of the U.S. dollar against the respective currencies causes a decrease in the carrying values of assets,
liabilities, revenues and expenses denominated in such foreign currencies and the weakening of the U.S. dollar against the respective
currencies causes an increase in the carrying values of these items. The increases and decreases in assets, liabilities, revenues and expenses are included in accumulated other comprehensive 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. Although we do not currently hedge against foreign currency exchange rate
risk, we do not intend to repatriate funds from the operations of our international theatres but instead intend to 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 operate theatres would either increase or decrease earnings before income taxes and accumulated other comprehensive income
(loss) by approximately $103,000 and $39,477,000, respectively, as of July 3, 2008.

Item 4T.    Controls and Procedures.



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



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

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PART IIOTHER INFORMATION

Item 1.    Legal Proceedings

Reference is made to Part I. Item 3. Legal Proceedings in our Annual Report on Form 10-K for the
fiscal year ended April 3, 2008 for information on certain litigation to which we are a party.

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

Item 1A.    Risk Factors

Reference is made to Part 1 Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal
year ended April 3, 2008.

We depend on motion picture production and performances.

Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to license
motion pictures and the performance of such motion pictures in our markets. We mostly license first-run motion pictures, the success of which have increasingly depended on the marketing
efforts of the major studios. Poor performance of, or any disruption in the production of (including by reason of a strike) these motion pictures, or a reduction in the marketing efforts of the major
studios, could hurt our business and results of operations. In addition, a change in the type and breadth of movies offered by studios may adversely affect the demographic base of moviegoers.

The
master contract between film producers and the Screen Actors Guild ("SAG") expired at the beginning of July 2008. A strike has not been initiated, but the parties have been unable to
reach agreement on a new contract. The American Federation of Television and Radio Artists, the smaller of the two actors' unions, had previously reached a new three year agreement with producers
prior to its contract expiration. If SAG union members choose to strike or film producers choose to lock out the union members, a disruption in production of motion pictures could result.

We will not be fully subject to the requirement of Section 404 of the Sarbanes-Oxley Act of 2002 until the end of our fiscal year 2010.

We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, which requires annual management assessments and reports by an issuer's independent registered public accounting firm on the effectiveness of internal controls over
financial reporting. We have completed our Section 404 annual management report and included the report in our Annual Report on Form 10-K for fiscal 2008, which ended in
April 2008. Our independent registered public accounting firm did not, however, need to include its attestation report in our annual report for fiscal 2008. Under current rules, the attestation of our
independent registered public accounting firm will be required beginning in our Annual Report on Form 10-K for our fiscal 2010, which ends in April 2010.

Item 4.    Submission of Matters to a Vote of Security Holders.

In April 2008, the Requisite Stockholder majority of AMC Entertainment Holdings, Inc. unanimously approved the election of
Mr. Kevin Maroni to serve on the Board of Directors. In June 2008, the Requisite Stockholder majority of AMC Entertainment Holdings, Inc. unanimously approved the Fiscal 2009 Annual
Budget.

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Item 6.    Exhibits.

EXHIBIT INDEX

EXHIBIT
NUMBER

DESCRIPTION2.1

Agreement and Plan of Merger, dated June 20, 2005, by and among Marquee Holdings Inc. and LCE Holdings, Inc. (incorporated by reference from Exhibit 2.1 to the Company's Form 8-K filed on June 24, 2005).2.2

Agreement and Plan of Merger, dated as of July 22, 2004 by and among Marquee Holdings Inc., Marquee Inc. and AMC Entertainment Inc. (incorporated by reference from Exhibit 2.1 to Form 8-K filed June 23,
2004).2.3

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

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

Third Amended and Restated Bylaws of Marquee Holdings Inc. (incorporated by reference from Exhibit 3.2 to the Company's Form 8-K filed on June 13, 2007)*31.1

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

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

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


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

MARQUEE HOLDINGS INC.Date: August 13, 2008



/s/PETER C. BROWNPeter C. Brown Chairman of the Board,
Chief Executive Officer and PresidentDate: August 13, 2008



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


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