AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)

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.

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

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

Explanatory Note: AMC Entertainment Inc. hereby amends Parts I and II of its Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2008 ("Original Filing") to include amended Item 1. Financial Statements (unaudited), Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 4. Controls and Procedures and Item 6. Exhibits to give effect to the restatement of the financial statements for the reason described below.

On May 19, 2009, in connection with the preparation of the year-end financial statements, the Company determined that the previously approved revisions to the Company's Post-Retirement Medical and Life Insurance Plan (effective on January 1, 2009 and announced on July 3, 2008) should have been accounted for as a negative plan amendment in accordance with SFAS 106 Employers' Accounting for Postretirement Benefits Other than Pensions, rather than as a curtailment of plan benefits. As a result of the negative plan amendment, the negative prior service cost of $6 million commenced being amortized as of July 3, 2008 over the active participants' expected future service periods (approximately 11 years) to full eligibility. Accordingly, the Company has restated its financial statements as of and for the thirteen weeks ended July 3, 2008, as of and for the thirteen and twenty-six weeks ended October 2, 2008 and as of and for the thirteen and thirty-nine weeks ended January 1, 2009 to reverse the previously recorded curtailment gain and record the resultant amortization.

The impact of the correction of this error, decreased G&A Other by approximately $0.1 million, increased earnings before income taxes by $0.1 million and increased net income by approximately $0.1 million for the thirteen weeks ended October 2, 2008.

The impact of the correction of this error, increased G&A Other by approximately $5.8 million, decreased earnings before income taxes by $5.8 million and decreased net income by approximately $2.8 million for the twenty-six weeks ended July 3, 2008. The impact on the balance sheet was to increase goodwill by $2.2 million, increase other current assets by $0.8 million, increase other comprehensive income (OCI) by $5.8 million and increase stockholder's equity by approximately $3.0 million. There was no impact on net cash provided by operating activities as a result of the above mentioned items or any impact on any period prior to fiscal 2009.

The information contained in this Form 10-Q/A has not been updated to reflect other events, other than those identified above related to the restatement, occurring after November 7, 2008, the date of the Original Filing, or to modify or update those disclosures affected by subsequent events, including the changes in segments and discontinued operations reflected in the January 1, 2009 Form 10-Q/A. Without limitation of the foregoing, this filing does not purport to update Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Original Filing of the October 2, 2008 Form 10-Q for any information, uncertainties, transactions, risks, events or trends known to management occurring subsequent to the filing of the original October 2, 2008 Form 10-Q. More current information is contained in the Company's Quarterly Reports on Form 10-Q/A for the quarterly period ended January 1, 2009 and other filings with the Securities and Exchange Commission

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

				Thirteen Weeks Ended						Twenty-six Weeks Ended

				October 2, 2008			September 27, 2007			October 2, 2008			September 27, 2007
				(restated)						(restated)
				(unaudited)						(unaudited)
Revenues
	Admissions			$	429,316		$	478,373		$	868,530		$	895,247
	Concessions				177,916			196,203			363,774			380,430
	Other revenue				23,285			26,828			46,235			48,219

		Total revenues			630,517			701,404			1,278,539			1,323,896

Costs and Expenses
	Film exhibition costs				225,678			251,778			463,238			473,625
	Concession costs				20,847			22,986			42,795			45,173
	Operating expense				164,711			169,616			325,222			326,141
	Rent				118,249			115,581			235,710			228,289
	General and administrative:
		Merger, acquisition and transaction costs			235			817			252			2,801
		Management fee			1,250			1,250			2,500			2,500
		Other			14,571			12,701			29,337			25,789
	Preopening expense				1,185			256			3,060			2,341
	Theatre and other closure income				(2,319	)		(1,618	)		(2,333	)		(16,446	)
	Depreciation and amortization				58,097			61,749			116,114			125,438
	Disposition of assets and other gains				(374	)		(1,698	)		(355	)		(1,698	)

		Total costs and expenses			602,130			633,418			1,215,540			1,213,953

	Other expense (income)
		Other			(7,754	)		(5,628	)		(10,426	)		(9,025	)
		Interest expense
			Corporate borrowings		32,224			36,112			63,888			72,397
			Capital and financing lease obligations		1,728			1,799			3,404			3,291
		Equity in earnings of non-consolidated entities			(5,321	)		(25,172	)		(9,706	)		(27,425	)
		Investment income			(618	)		(2,065	)		(1,323	)		(21,322	)

			Total other expense		20,259			5,046			45,837			17,916

Earnings before income taxes					8,128			62,940			17,162			92,027
Income tax provision					4,300			26,000			5,500			33,000

Net earnings				$	3,828		$	36,940		$	11,662		$	59,027

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			October 2, 2008			April 3, 2008

			(restated)
			(unaudited)
ASSETS
Current assets:
	Cash and equivalents		$	87,328		$	106,181
	Receivables, net of allowance for doubtful accounts of $1,312 as of October 2, 2008 and $1,597 as of April 3, 2008			40,435			46,844
Other current assets				76,212			74,166
Current assets held for sale				2,300			—

		Total current assets		206,275			227,191
Property, net				1,196,545			1,250,406
Intangible assets, net				194,763			206,674
Goodwill				2,041,572			2,048,865
Other long-term assets				113,083			111,846
Noncurrent assets held for sale				—			2,300

		Total assets	$	3,752,238		$	3,847,282

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
	Accounts payable		$	131,492		$	177,354
	Accrued expenses and other liabilities			120,996			114,596
	Deferred revenues and income			116,313			134,560
	Current maturities of corporate borrowings and capital and financing lease obligations			31,400			20,753

		Total current liabilities		400,201			447,263
Corporate borrowings				1,582,451			1,598,534
Capital and financing lease obligations				63,738			66,368
Deferred revenues—for exhibitor services agreement				249,066			250,312
Other long-term liabilities				323,498			351,310

		Total liabilities	$	2,618,954		$	2,713,787

Stockholder's equity:
	Common Stock, 1 share issued as of October 2, 2008 and April 3, 2008 with 1¢ par value			—			—
	Additional paid-in capital			1,173,780			1,190,651
	Accumulated other comprehensive loss			1,412			(3,668	)
	Accumulated deficit			(41,908	)		(53,488	)

		Total stockholder's equity		1,133,284			1,133,495

		Total liabilities and stockholder's equity	$	3,752,238		$	3,847,282

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

			Twenty-six Weeks Ended

			October 2, 2008			September 27, 2007
			(restated)
			(unaudited)
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
Cash flows from operating activities:
Net earnings			$	11,662		$	59,027
Adjustments to reconcile net earnings to net cash provided by operating activities:
	Depreciation and amortization			116,114			125,438
	Non-cash portion of stock-based compensation			1,549			1,020
	Non-cash portion of pension and postretirement expense			(298	)		727
	Deferred income taxes			2,255			21,882
	Equity in (earnings) losses from investments, net of distributions			1,371			(19,172	)
	Disposition of assets and other gains			118			(16,152	)
	Change in assets and liabilities:
		Receivables		3,706			12,834
		Other assets		(5,628	)		(2,610	)
		Accounts payable		(30,466	)		(43,978	)
		Accrued expenses and other liabilities		(16,017	)		(38,809	)
	Other, net			(6,873	)		(4,571	)

	Net cash provided by operating activities			77,493			95,636

Cash flows from investing activities:
	Capital expenditures			(54,914	)		(57,530	)
	Construction project costs reimbursable by landlord			—			(3,388	)
	Net change in reimbursable construction advances			2,073			(12,073	)
	Partnership investments			(1,550	)		(4,060	)
	Proceeds from disposition of Fandango			—			17,977
	Proceeds from disposition of HGCSA			—			28,682
	Proceeds from restricted cash			—			1,513
	LCE screen integration			(3,990	)		(3,657	)
	Proceeds on disposition of long-term assets			—			175
	Software licensing and development			(5,587	)		(5,905	)
	Other, net			1,520			(163	)

	Net cash used in investing activities			(62,448	)		(38,429	)

Cash flows from financing activities:
	Proceeds from financing lease obligations			—			13,141
	Repayment of Cinemex Credit Facility			—			(12,100	)
	Principal payments under mortgages and capital and financing lease obligations			(1,817	)		(4,195	)
	Principal payments under Term Loan B			(3,250	)		(3,250	)
	Change in construction payables			(9,439	)		6,091
	Dividends paid to Marquee Holdings Inc.			(18,420	)		(275,000	)

	Net cash used in financing activities			(32,926	)		(275,313	)
	Effect of exchange rate changes on cash and equivalents			(972	)		(1,255	)

Net decrease in cash and equivalents				(18,853	)		(219,361	)
Cash and equivalents at beginning of period				106,181			317,163

Cash and equivalents at end of period			$	87,328		$	97,802

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
		Interest (including amounts capitalized of $387 and $696)	$	65,919		$	73,566
		Income taxes paid		5,176			16,145
	Schedule of non-cash investing and financing activities:
		Assets capitalized under EITF 97-10	$	—		$	13,000

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 2, 2008

(Unaudited)

In connection with the preparation of its financial statements in May 2009 for the year ended April 2, 2009, the Company determined that the effect of the revisions to its post-retirement medical and life insurance plan (see Note 12) should have been accounted for as a negative plan amendment in accordance with FAS 106, Employers' Accounting for Postretirement Benefits Other than Pensions, rather than as a curtailment of plan benefits. Accordingly, the Company has restated its financial statements as of and for the thirteen and twenty-six weeks ended October 2, 2008 to reverse the previously recorded curtailment gain of $6 million, and to commence amortizing as of July 3, 2008, the negative prior service cost of $6 million resulting from the negative plan amendment over the active participants' expected future service periods (approximately 11 years) to full eligibility. There was no impact on net cash provided by operating activities as a result of the above mentioned items or any impact on any period prior to fiscal 2009.

The net effects of the adjustments recorded to restate the financial statements are summarized as follows (dollars in thousands):

All previously reported amounts affected by the restatement that appear elsewhere in these footnotes to the consolidated financial statements have also been restated.

AMC Entertainment Inc. ("AMC Entertainment", "AMCE", or the "Company") is organized as an intermediate holding company. Our principal directly 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 United States and Canada theatrical exhibition business through AMC and its subsidiaries and AMCEI. We are operating theatres outside the United States through Grupo Cinemex, S.A. de C.V. and its subsidiaries and AMCEI and its subsidiaries.

All of AMCE's capital stock is currently owned directly by Marquee Holdings Inc. ("Holdings"). On June 11, 2007, Marquee Merger Sub Inc. ("merger sub"), a wholly-owned subsidiary of AMC Entertainment Holdings, Inc. ("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 the right to receive substantially identical shares 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.

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 twenty-six weeks ended October 2, 2008 are not necessarily indicative of the results to be expected for the fiscal year (52 weeks) ending April 2, 2009.

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.

	Thirteen Weeks Ended						Twenty-six Weeks Ended

	October 2, 2008			September 27, 2007			October 2, 2008			September 27, 2007
	(restated)						(restated)
Net earnings	$	3,828		$	36,940		$	11,662		$	59,027
Foreign currency translation adjustment		(10,220	)		(7,863	)		(2,964	)		(8,437	)
Pension and other benefit adjustments		(514	)		(282	)		5,654			(565	)
Change in fair value of cash flow hedges		(90	)		149			665			367
Losses on interest rate swaps reclassified to interest expense: corporate borrowings		1,164			419			2,409			837
Increase (decrease) in unrealized gain on marketable securities		(459	)		97			(684	)		294

Total comprehensive earnings (loss)	$	(6,291	)	$	29,460		$	16,742		$	51,523

			October 2, 2008					April 3, 2008

(In thousands)		Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Acquired Intangible Assets:
	Amortizable Intangible Assets:
	Favorable leases	1 to 13 years	$	112,034	$	(34,683	)	$	115,419	$	(33,233	)
	Loyalty program	3 years		46,000		(32,430	)		46,000		(29,946	)
	LCE trade name	3 years		2,300		(1,230	)		2,300		(1,000	)
	LCE/Cinemex advertising and management contracts	1 to 23 years		52,019		(31,057	)		52,147		(27,610	)
	Other intangible assets	1 to 14 years		13,654		(12,846	)		19,088		(17,685	)

	Total, amortizable		$	226,007	$	(112,246	)	$	234,954	$	(109,474	)

	Unamortized Intangible Assets:
	AMC trademark		$	74,000				$	74,000
	Cinemex trademark			7,002					7,194

	Total, unamortized		$	81,002				$	81,194

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

Estimated amortization expense for the next five fiscal years for intangible assets owned as of October 2, 2008 is projected below:

AMCE has one share of Common Stock issued as of October 2, 2008 which is owned by Holdings. Holdings has one share of Common Stock issued as of October 2, 2008 which is owned by Parent.

On October 2, 2008, AMCE used cash on hand to pay a dividend distribution to Holdings in an aggregate amount of $18,420,000. Holdings and Parent used the available funds to make a cash interest payment on the 12% Senior Discount Notes due 2014, repurchase treasury stock and make payments related to the liability classified options, and pay corporate overhead expenses incurred in the ordinary course of business.

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 October 2, 2008, there was $3,786,000 of total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements under the Parent's plan expected to be recognized over 1.25 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 $786,000 and $520,000 of stock-based compensation expense related to these options within general and administrative: other during the thirteen weeks ended October 2, 2008, and September 27, 2007, respectively. The Company has recorded $1,549,000 and $1,020,000 of stock-based compensation expense related to these options within general and administrative: other during the twenty-six weeks ended October 2, 2008 and September 27, 2007, respectively. AMCE's financial statements reflect an increase to additional paid-in capital related to stock-based compensation for all outstanding options of $1,549,000 during fiscal 2009. One of the holders of Parent's stock options has a put right deemed to be within the holder's control associated with the option. 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 remaining accrued liability over the next three 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.

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 October 2, 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 ("MTC"), a 50% interest in Midland Empire Partners, LLC and a 33.3% interest in Digital Cinema Implementation Partners, LLC ("DCIP").

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.

As of October 2, 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 units in National CineMedia, LLC was approximately $193,539,000, based on a price for shares of National CineMedia, Inc. on October 2, 2008 of $10.51 per share.

As of October 2, 2008 and April 3, 2008, the Company has recorded $1,207,000 and $1,255,000 respectively, of amounts due from NCM related to on-screen advertising revenue. As of October 2, 2008 and April 3, 2008, the Company had recorded $1,699,000 and $6,177,000 respectively, of amounts due to NCM related to the ESA and the Loew's Screen Integration Agreement. The Company recorded revenues for advertising from NCM of $4,626,000 and $3,994,000 during the thirteen weeks ended October 2, 2008 and September 27, 2007, respectively and $10,025,000 and $7,585,000 during the twenty-six weeks ended October 2, 2008 and September 27, 2007 respectively.

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 $17,977,000 was received in May and September 2007 and has recorded a gain on the sale included in investment income of approximately $15,977,000. In July 2007 the Company disposed of its investment in Hoyt's General Cinema South America ("HGCSA") for total proceeds of approximately $28,682,000 and recorded a gain on the sale included in equity earnings of non-consolidated entities of approximately $18,751,000 during the thirteen weeks ended September 27, 2007.

The Company recorded the following changes in the carrying amount of its investment in NCM and equity in (earnings) losses of NCM during the twenty-six weeks ended October 2, 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	)	$	—		$	—		$	—
Receipt under Tax Receivable Agreement		—			—			—			3,463			(3,463	)		—
Receipt of excess cash distribution		(312	)		—			—			6,108			(5,796	)		—
Payment on Loews Screen Integration Agreement		—			—			3,990			(3,990	)		—			—
Change in interest loss(4)		(83	)		—			—			—			83			—
Amortization of deferred revenue		—			1,246			—			—			—			(1,246	)
Equity in earnings		700			—			—			—			(700	)		—

Ending balance October 2, 2008	$	21,903		$	(249,066	)	$	(659	)	$	5,581		$	(9,876	)	$	(1,246	)

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 loss, to the extent the cash flow hedges are 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 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 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 $2,041,000 as of October 2, 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 October 2, 2008, the Company had a net unrealized loss of approximately $875,000 recorded in accumulated other comprehensive loss with offsetting entries to other long-term liabilities. During the next 12 months the Company expects to reclassify approximately $862,000 of net unrealized loss from accumulated other comprehensive loss against interest expense: corporate borrowings. During the second quarter of fiscal 2009 the Company recorded a gain of $53,000 in other income resulting from hedge ineffectiveness for a total gain of $522,000 fiscal year-to-date, recorded in other income.

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

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 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.

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 October 2, 2008 Using

		Total Carrying Value at October 2, 2008		Fair Value Measurements at October 2, 2008 Using
(In thousands)		Total Carrying Value at October 2, 2008		Quoted prices in active market (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
*Assets:*
	Money market mutual funds	$	31,919	$	31,919	$	—	$	—
	Deferred compensation plan assets		4,372		4,372		—		—
	Non-qualified defined benefit plan assets		113		113		—		—

Total assets at fair value		$	36,404	$	36,404	$	—	$	—

*Liabilities:*
	Interest rate swap agreements	$	2,041	$	—	$	2,041	$	—

Total liabilities at fair value		$	2,041	$	—	$	2,041	$	—

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 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.

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

Theatre closure reserves at October 2, 2008 by operating segment are as follows (in thousands):

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.

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

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 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 state income taxes, foreign tax rate differential and the release of a previously reserved foreign tax due to updated interpretation by authorities.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. 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 January 26, 2006 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.

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 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 loss to fiscal 2009 opening accumulated deficit and a $411,000 unrealized loss to other comprehensive income.

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. The revisions were accounted for as a negative plan amendment in accordance with FAS 106. As a result of these revisions and restating this plan to

implement the changes, the Company recognized $5,969,000 of negative prior service cost in other comprehensive income during the twenty six weeks ended October 2, 2008. The negative prior service cost will be amortized over the active participants' future service to full eligibility of approximately 11 years starting on July 3, 2008. The measurement date used to determine the negative prior service cost was July 3, 2008.

The Company made its annual pension contribution of $2,000,000 during its second quarter of fiscal 2009.

Net periodic benefit cost recognized for the plans during the thirteen weeks ended October 2, 2008 and September 27, 2007 consists of the following:

Net periodic benefit cost recognized for the plans during the twenty-six weeks ended October 2, 2008 and September 27, 2007 consists of the following:

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

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

			Thirteen Weeks Ended						Twenty-six Weeks Ended

			October 2, 2008			September 27, 2007			October 2, 2008			September 27, 2007
			(restated)						(restated)
Earnings before income taxes			$	8,128		$	62,940		$	17,162		$	92,027
Plus:
	Interest expense			33,952			37,911			67,292			75,688
	Depreciation and amortization			58,097			61,749			116,114			125,438
	Preopening expense			1,185			256			3,060			2,341
	Theatre and other closure income			(2,319	)		(1,618	)		(2,333	)		(16,446	)
	Disposition of assets and other (gains) losses			(374	)		(1,698	)		(355	)		(1,698	)
	Equity in earnings of non-consolidated entities			(5,321	)		(25,172	)		(9,706	)		(27,425	)
	Investment income			(618	)		(2,065	)		(1,323	)		(21,322	)
	Other income(1)			(53	)		—			(522	)		(1,246	)
	General and administrative expense—unallocated:
		Merger and acquisition costs		235			817			252			2,801
		Management fee		1,250			1,250			2,500			2,500
		Other(2)		14,571			12,701			29,337			25,789

Segment Adjusted EBITDA			$	108,733		$	147,071		$	221,478		$	258,447

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10 "Financial statements of guarantors and issuers of guaranteed securities registered or being registered." Each of the subsidiary guarantors are 100% owned by AMCE. The subsidiary guarantees of the Company's debt are full and unconditional and joint and several. The Company and its subsidiary guarantor's investments in its Consolidated Subsidiaries are presented under the equity method of accounting.

(In thousands)			Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Revenues
	Admissions		$	—		$	397,122		$	32,194		$	—		$	429,316
	Concessions			—			156,680			21,236			—			177,916
	Other revenue			—			15,228			8,057			—			23,285

		Total revenues		—			569,030			61,487			—			630,517

Costs and Expenses
	Film exhibition costs			—			211,169			14,509			—			225,678
	Concession costs			—			16,039			4,808			—			20,847
	Operating expense			—			149,036			15,675			—			164,711
	Rent			—			109,457			8,792			—			118,249
	General and administrative:
		Merger, acquisition and transaction costs		—			235			—			—			235
		Management fee		—			1,250			—			—			1,250
		Other		(39	)		11,868			2,742			—			14,571
Preopening expense				—			1,185			—			—			1,185
Theatre and other closure income				—			(2,209	)		(110	)		—			(2,319	)
Depreciation and amortization				—			49,907			8,190			—			58,097
Disposition of assets and other losses				—			(374	)		—			—			(374	)

Total costs and expenses				(39	)		547,563			54,606			—			602,130

Other expense (income)
	Equity in net earnings (loss) of subsidiaries			(1,227	)		(1,707	)		—			2,934			—
	Other income			—			(7,701	)		(53	)		—			(7,754	)
	Interest expense
		Corporate borrowings		29,570			38,040			2,668			(38,054	)		32,224
		Capital and financing lease obligations		—			1,498			230			—			1,728
	Equity in earnings of non-consolidated entities			(763	)		(5,519	)		961			—			(5,321	)
	Investment income			(33,169	)		(4,971	)		(532	)		38,054			(618	)

Total other expense (income)				(5,589	)		19,640			3,274			2,934			20,259

Earnings before income taxes				5,628			1,827			3,607			(2,934	)		8,128
Income tax provision				1,800			600			1,900			—			4,300

Net earnings			$	3,828		$	1,227		$	1,707		$	(2,934	)	$	3,828

NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION, RESTATED (Continued)

(In thousands)			Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Revenues
	Admissions		$	—		$	806,955		$	61,575		$	—		$	868,530
	Concessions			—			323,388			40,386			—			363,774
	Other revenue			—			30,139			16,096			—			46,235

		Total revenues		—			1,160,482			118,057			—			1,278,539

Costs and Expenses
	Film exhibition costs			—			435,423			27,815			—			463,238
	Concession costs			—			33,922			8,873			—			42,795
	Operating expense			—			294,648			30,574			—			325,222
	Rent			—			218,012			17,698			—			235,710
	General and administrative:
		Merger, acquisition and transaction costs		—			252			—			—			252
		Management fee		—			2,500			—			—			2,500
		Other		—			22,969			6,368			—			29,337
Preopening expense				—			3,060			—			—			3,060
Theatre and other closure income				—			(2,236	)		(97	)		—			(2,333	)
Depreciation and amortization				—			99,918			16,196			—			116,114
Disposition of assets and other gains				—			(355	)		—			—			(355	)

Total costs and expenses				—			1,108,113			107,427			—			1,215,540

Other expense (income)
	Equity in net earnings (loss) of subsidiaries			(6,880	)		(3,117	)		—			9,997			—
	Other income			—			(9,904	)		(522	)		—			(10,426	)
	Interest expense
		Corporate borrowings		58,920			76,865			5,220			(77,117	)		63,888
		Capital and financing lease obligations		—			2,812			592			—			3,404
	Equity in earnings of non-consolidated entities			(1,121	)		(10,288	)		1,703			—			(9,706	)
	Investment income			(65,781	)		(11,479	)		(1,180	)		77,117			(1,323	)

Total other expense (income)				(14,862	)		44,889			5,813			9,997			45,837

Earnings before income taxes				14,862			7,480			4,817			(9,997	)		17,162
Income tax provision				3,200			600			1,700			—			5,500

Net earnings			$	11,662		$	6,880		$	3,117		$	(9,997	)	$	11,662

NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION, RESTATED (Continued)

(In thousands)			Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Revenues
	Admissions		$	—		$	447,450		$	30,923		$	—		$	478,373
	Concessions			—			176,786			19,417			—			196,203
	Other revenue			—			18,954			7,874			—			26,828

		Total revenues		—			643,190			58,214			—			701,404

Costs and Expenses
	Film exhibition costs			—			237,941			13,837			—			251,778
	Concession costs			—			19,025			3,961			—			22,986
	Operating expense			—			153,662			15,954			—			169,616
	Rent			—			106,811			8,770			—			115,581
	General and administrative:
		Merger, acquisition and transaction costs		48			769			—			—			817
		Management fee		—			1,250			—			—			1,250
		Other		39			9,849			2,813			—			12,701
Preopening expense				—			376			(120	)		—			256
Theatre and other closure income				—			(1,275	)		(343	)		—			(1,618	)
Depreciation and amortization				—			54,649			7,100			—			61,749
Disposition of assets and other gains				—			(1,698	)		—			—			(1,698	)

Total costs and expenses				87			581,359			51,972			—			633,418

Other expense (income)
	Equity in net earnings of subsidiaries			(34,316	)		(14,587	)		—			48,903			—
	Other income			—			(5,628	)		—			—			(5,628	)
	Interest expense
		Corporate borrowings		33,252			37,209			3,114			(37,463	)		36,112
		Capital and financing lease obligations		—			1,642			157			—			1,799
	Equity in earnings of non-consolidated entities			(300	)		(6,488	)		(18,384	)		—			(25,172	)
	Investment income			(37,463	)		(1,233	)		(832	)		37,463			(2,065	)

Total other expense (income)				(38,827	)		10,915			(15,945	)		48,903			5,046

Earnings from continuing operations before income taxes				38,740			50,916			22,187			(48,903	)		62,940
Income tax provision				1,800			16,600			7,600			—			26,000

Net earnings			$	36,940		$	34,316		$	14,587		$	(48,903	)	$	36,940

NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION, RESTATED (Continued)

(In thousands)			Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Revenues
	Admissions		$	—		$	832,093		$	63,154		$	—		$	895,247
	Concessions			—			340,203			40,227			—			380,430
	Other revenue			—			35,331			12,888			—			48,219

		Total revenues		—			1,207,627			116,269			—			1,323,896

Costs and Expenses
	Film exhibition costs			—			445,192			28,433			—			473,625
	Concession costs			—			36,391			8,782			—			45,173
	Operating expense			—			296,050			30,091			—			326,141
	Rent			—			210,553			17,736			—			228,289
	General and administrative:
		Merger, acquisition and transaction costs		73			2,676			52			—			2,801
		Management fee		—			2,500			—			—			2,500
		Other		78			20,085			5,626			—			25,789
Preopening expense				—			2,341			—			—			2,341
Theatre and other closure income				—			(11,471	)		(4,975	)		—			(16,446	)
Depreciation and amortization				—			110,582			14,856			—			125,438
Disposition of assets and other gains				—			(1,698	)		—			—			(1,698	)

Total costs and expenses				151			1,113,201			100,601			—			1,213,953

Other expense (income)
	Equity in net earnings of subsidiaries			(53,601	)		(20,443	)		—			74,044			—
	Other income			—			(9,025	)		—			—			(9,025	)
	Interest expense
		Corporate borrowings		66,542			74,479			6,432			(75,056	)		72,397
		Capital and financing lease obligations		—			2,247			1,044			—			3,291
	Equity in earnings of non-consolidated entities			(763	)		(8,536	)		(18,126	)		—			(27,425	)
	Investment income			(75,056	)		(19,697	)		(1,625	)		75,056			(21,322	)

Total other expense (income)				(62,878	)		19,025			(12,275	)		74,044			17,916

Earnings from continuing operations before income taxes				62,727			75,401			27,943			(74,044	)		92,027
Income tax provision				3,700			21,800			7,500			—			33,000

Net earnings			$	59,027		$	53,601		$	20,443		$	(74,044	)	$	59,027

NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION, RESTATED (Continued)

(In thousands)		Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Assets
Current assets:
Cash and equivalents		$	—		$	26,939		$	60,389	$	—		$	87,328
Receivables, net			643			24,911			14,881		—			40,435
Other current assets			—			62,777			13,435		—			76,212
Current assets held for sale			—			2,300			—		—			2,300

Total current assets			643			116,927			88,705		—			206,275
Investment in equity of subsidiaries			(81,908	)		337,269			—		(255,361	)		—
Property, net			—			1,072,386			124,159		—			1,196,545
Intangible assets, net			—			173,288			21,475		—			194,763
Intercompany advances			2,703,092			(2,797,847	)		94,755		—			—
Goodwill			—			1,844,358			197,214		—			2,041,572
Other long-term assets			27,998			72,288			12,797		—			113,083

	Total assets	$	2,649,825		$	818,669		$	539,105	$	(255,361	)	$	3,752,238

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable		$	—		$	119,112		$	12,380	$	—		$	131,492
Accrued expenses and other liabilities			8,887			99,449			12,660		—			120,996
Deferred revenues and income			—			106,332			9,981		—			116,313
Current maturities of corporate borrowings and capital and financing lease obligations			6,500			3,235			21,665		—			31,400

	Total current liabilities		15,387			328,128			56,686		—			400,201
Corporate borrowings			1,499,613			—			82,838		—			1,582,451
Capital and financing lease obligations			—			52,352			11,386		—			63,738
Deferred revenues—for exhibitor services agreement			—			249,066			—		—			249,066
Other long-term liabilities			1,541			271,031			50,926		—			323,498

	Total liabilities		1,516,541			900,577			201,836		—			2,618,954
	Stockholder's equity (deficit)		1,133,284			(81,908	)		337,269		(255,361	)		1,133,284

	Total liabilities and stockholder's equity	$	2,649,825		$	818,669		$	539,105	$	(255,361	)	$	3,752,238

NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION, RESTATED (Continued)

(In thousands)		Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Assets
Current assets:
Cash and equivalents		$	—		$	35,312		$	70,869	$	—		$	106,181
Receivables, net			12			26,049			20,783		—			46,844
Other current assets			—			61,488			12,678		—			74,166

Total current assets			12			122,849			104,330		—			227,191
Investment in equity of subsidiaries			(93,199	)		339,524			—		(246,325	)		—
Property, net			—			1,119,396			131,010		—			1,250,406
Intangible assets, net			—			183,189			23,485		—			206,674
Intercompany advances			2,720,268			(2,801,590	)		81,322		—			—
Goodwill			—			1,846,252			202,613		—			2,048,865
Other long-term assets			30,474			67,775			13,597		—			111,846
Noncurrent assets held for sale			—			2,300			—		—			2,300

	Total assets	$	2,657,555		$	879,695		$	556,357	$	(246,325	)	$	3,847,282

Liabilities and Stockholder's Equity
Current liabilities
Accounts payable		$	—		$	163,957		$	13,397	$	—		$	177,354
Accrued expenses and other liabilities			9,820			92,461			12,315		—			114,596
Deferred revenues and income			—			122,357			12,203		—			134,560
Current maturities of corporate borrowings and capital and financing lease obligations			6,500			3,047			11,206		—			20,753

	Total current liabilities		16,320			381,822			49,121		—			447,263
Corporate borrowings			1,502,790			—			95,744		—			1,598,534
Capital and financing lease obligations			—			54,075			12,293		—			66,368
Deferred revenues—for exhibitor services agreement			—			250,312			—		—			250,312
Other long-term liabilities			4,950			286,685			59,675		—			351,310

	Total liabilities		1,524,060			972,894			216,833		—			2,713,787
	Stockholder's equity (deficit)		1,133,495			(93,199	)		339,524		(246,325	)		1,133,495

	Total liabilities and stockholder's equity	$	2,657,555		$	879,695		$	556,357	$	(246,325	)	$	3,847,282

NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION, RESTATED (Continued)

(In thousands)	Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments		Consolidated AMC Entertainment Inc.

Cash flows from operating activities:
Net cash provided by operating activities	$	4,058		$	58,235		$	15,200		$	—	$	77,493

Cash flows from investing activities:
Capital expenditures		—			(45,133	)		(9,781	)		—		(54,914	)
Net change in reimbursable construction advances		—			2,073			—			—		2,073
Partnership (investments) distributions, net		—			(1,550	)		—			—		(1,550	)
LCE screen integration		—			(3,990	)		—			—		(3,990	)
Software licensing and development		—			(4,685	)		(902	)		—		(5,587	)
Other, net		—			1,830			(310	)		—		1,520

Net cash used in investing activities		—			(51,455	)		(10,993	)		—		(62,448	)

Cash flows from financing activities:
Principal payments under mortgages and capital and financing lease obligation		—			(1,535	)		(282	)		—		(1,817	)
Principal payments on Term Loan B		(3,250	)		—			—			—		(3,250	)
Change in construction payables		—			(9,439	)		—			—		(9,439	)
Dividends paid Marquee Holdings Inc.		(18,420	)		—			—			—		(18,420	)
Change in intercompany advances		17,612			(4,179	)		(13,433	)		—		—

Net cash used in financing activities		(4,058	)		(15,153	)		(13,715	)		—		(32,926	)

Effect of exchange rate changes on cash and equivalents		—			—			(972	)		—		(972	)

Net decrease in cash and equivalents		—			(8,373	)		(10,480	)		—		(18,853	)
Cash and equivalents at beginning of period		—			35,312			70,869			—		106,181

Cash and equivalents at end of period	$	—		$	26,939		$	60,389		$	—	$	87,328

NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION, RESTATED (Continued)

(In thousands)	Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments		Consolidated AMC Entertainment Inc.

Cash flows from operating activities:
Net cash provided by operating activities	$	4,868		$	70,044		$	20,724		$	—	$	95,636

Cash flows from investing activities:
Capital expenditures		—			(53,591	)		(3,939	)		—		(57,530	)
Construction project costs reimbursable		—			(3,388	)		—			—		(3,388	)
Net change in reimbursable construction advances		—			(12,073	)		—			—		(12,073	)
Partnerships (investments) distributions, net		—			—			(4,060	)		—		(4,060	)
Proceeds from disposal of Fandango		—			17,977			—			—		17,977
Proceeds from disposal of HGCSA		—			—			28,682			—		28,682
Proceeds from restricted cash		—			—			1,513			—		1,513
LCE screen integration payment		—			(3,657	)		—			—		(3,657	)
Proceeds on disposal of long-term assets		—			175			—					175
Software licensing and development		—			(5,669	)		(236	)		—		(5,905	)
Other, net		—			(673	)		510			—		(163	)

Net cash (used in) investing activities		—			(60,899	)		22,470			—		(38,429	)

Cash flows from financing activities:
Proceeds from financing lease obligations		—			13,141			—			—		13,141
Repayment of Cinemex Credit Facility		—			—			(12,100	)		—		(12,100	)
Principal payments under mortgages and capital and financing lease obligation		—			(3,888	)		(307	)		—		(4,195	)
Principal payments on Term Loan B		(3,250	)		—			—			—		(3,250	)
Change in construction payables		—			6,091			—			—		6,091
Dividends paid Marquee Holdings Inc.		(275,000	)		—			—			—		(275,000	)
Change in intercompany advances		273,382			(282,283	)		8,901			—		—

Net cash used in financing activities		(4,868	)		(266,939	)		(3,506	)		—		(275,313	)

Effect of exchange rate changes on cash and equivalents		—			—			(1,255	)		—		(1,255	)

Net increase (decrease) in cash and equivalents		—			(257,794	)		38,433			—		(219,361	)
Cash and equivalents at beginning of period		—			287,422			29,741			—		317,163

Cash and equivalents at end of period	$	—		$	29,628		$	68,174		$	—	$	97,802

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 October 2, 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 October 2, 2008 AMCE has incurred approximately $19,277,000 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 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 District Court stayed 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 Ninth Circuit appeal was subsequently dismissed after the parties reached a settlement. On October 24, 2008, the District Court denied plaintiff's renewed motion for class certification. Plaintiff has appealed this decision. The Company believes the plaintiff's allegations, particularly those asserting AMC's willfulness, are without merit.

On November 7, 2008, the Company received notice of a written demand for payment of a partial withdrawal liability assessment from a collectively bargained multiemployer pension plan that covers certain of its unionized theatre employees. Based on information that the Company has received from this plan, the Company estimates that it could be currently liable for up to $5,279,000 in partial withdrawal liability. However, the Company also estimates that approximately $2,839,000 of this liability was discharged in bankruptcy by companies it acquired. As of October 2, 2008, the Company has recorded a liability related to this matter in the amount of $2,440,000. The final partial withdrawal liability amount will be adjusted based on a legal review of the plan's assessment, the Company's records and ensuing discussions with the plan's trustees.

In October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, ("FSP 157-3"). FSP 157-3 clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 was effective for the Company on October 2, 2008 and applied to financial assets and liabilities recognized or disclosed at fair value in its condensed consolidated financial statements on a recurring basis (at least annually). The adoption of FSP 157-3 did not have a material impact on the Company's consolidated financial position and results of operations.

In April 2008, the FASB issued FASB Staff Position Financial Accounting Standard 142-3, Determination of the Useful Life of Intangible Assets, ("FSP 142-3"). FSP 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 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 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 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 non-controlling 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 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.

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 was 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 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 8—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).

In connection with the merger with LCE Holdings Inc., Holdings, AMCE and the Sponsors entered into an Amended and Restated Fee Agreement, which provides for an annual management fee of $5,000,000, payable quarterly and in advance to each Sponsor, on a pro rata basis, until the earliest of (i) the twelfth anniversary from December 23, 2004; (ii) such time as the sponsors own less than 20% in the aggregate of Parent; and (iii) such earlier time as Holdings, AMCE and the Requisite Stockholder Majority agree. In addition, the fee agreement provided for reimbursements by AMCE to

the Sponsors for their out-of-pocket expenses and to Holdings of up to $3,500,000 for fees payable by Holdings in any single fiscal year in order to maintain AMCE's and its corporate existence, corporate overhead expenses and salaries or other compensation of certain employees. The Amended and Restated Fee Agreement terminated on June 11, 2007, the date of the holdco merger, and was superseded by a substantially identical agreement entered into by AMC Entertainment Holdings, Inc., Holdings, AMCE, the Sponsors and Holdings' other stockholders.

Upon the consummation of a change in control transaction or an initial public offering, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the fee agreement (assuming a twelve year term from the date of the original fee agreement), calculated using the treasury rate having a final maturity date that is closest to the twelfth anniversary of the date of the original fee agreement date.

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.

The Sponsors have the ability to control the Company's affairs and policies and the election of directors and appointment of management. Reference is made to Note 20- Related Party Transactions in the Company's annual report on Form 10-K for the year (53 weeks) ended April 3, 2008 for additional disclosures about its governance agreements with the Sponsors.

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.

Subsequent to October 2, 2008, the Board of Directors and Stockholders of Parent agreed to sell all of its interests in Cinemex which operates 44 theatres with 493 screens primarily in the Mexico City Metropolitan Area to Entretenimiento GM de Mexico S.A. de C.V ("Entretenimiento"). The Cinemex

operations are included in the Company's international theatrical exhibition operating segment. The expected sales price is $315,000,000 decreased by the amount of net funded indebtedness of Cinemex of approximately $77,500,000 as of September 30, 2008 and other specified items as defined in the Stock Purchase Agreement (the "Agreement"). Net funded indebtedness of Cinemex expressed in U.S. dollars will fluctuate in the future depending on the amount of cash and cash equivalents at the date of closing and current US dollar exchange rates for the Mexican peso denominated cash and indebtedness. The Agreement provides that, upon termination of the Agreement without completing the sale of Cinemex, the Company may be obligated, under certain circumstances, to pay Entretenimiento a termination fee of $50,000,000 and Entretenimiento, under certain circumstances, may be obligated to pay the Company a termination fee of $50,000,000. This pending transaction is expected to close during the Company's third fiscal quarter of 2009 and the Cinemex operations are expected to be reclassified as discontinued operations in future periods. The carrying amount of the Cinemex net assets was $232,983,000 as of October 2, 2008.

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

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 AMC Entertainment 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.

We are one of the world's leading theatrical exhibition companies. During the twenty-six weeks ended October 2, 2008, we opened four new theatres with 54 screens in the U.S., closed four theatres with 36 screens in the U.S, and closed 12 screens for remodeling at an existing theatre in the U.S. During the twenty-six weeks ended October 2, 2008, we expanded one theatre in Mexico by adding 5 additional screens. As of October 2, 2008, we owned, operated or had interests in 353 theatres and 5,105 screens, with 89% or 4,557 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 Postretirement Medical and Life Insurance Plan effective January 1, 2009 and on October 2, 2008 the changes were communicated to the plan participants. The revisions were accounted for as a negative plan amendment in accordance with FAS 106. As a result of these revisions and restating this plan to implement the changes, we recognized $5,969,000 of negative prior service cost in other comprehensive income during the twenty six weeks ended October 2, 2008. The negative prior service cost will be amortized over the active participants' future service to full eligibility of approximately 11 years starting on July 3, 2008. The measurement date used to determine the negative prior service cost was July 3, 2008. See Note 1—Restatement of Financial Statements.

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 $17,977,000 was received in May and September 2007 and has recorded a gain on the sale included in investment income of approximately $15,977,000. In July 2007 the Company disposed of its investment in HGCSA, an entity that operated 17 theatres in South America, for total proceeds of approximately $28,682,000 and recorded a gain on the sale included in equity earnings of non-consolidated entities of approximately $18,751,000 during the thirteen weeks ended September 27, 2007.

For financial reporting purposes we have two segments, (1) U.S. and Canada theatrical exhibition and (2) International theatrical exhibition.

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 cards and packaged 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.

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 October 2, 2008, AMC Entertainment and Loews added 212 theatres with 3,792 new screens, acquired 431 theatres with 3,007 screens and disposed of or temporarily closed for remodeling 701 theatres with 4,343 screens. As of October 2, 2008, approximately 76% of our screens in the U.S. and Canada were located in megaplex theatres.

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 for AMCE. However, the holder of a written put option for options that are classified as a liability at Holdings exercised the written put option in May 2008 and, accordingly, Holdings will make cash payments to settle the remaining accrued liability over the next three 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.

The following table sets forth our revenues, costs and expenses attributable to our United States and Canada and International theatrical exhibition operations. Reference is made to Note 13—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 Ended							Twenty-six Weeks Ended

		October 2, 2008		September 27, 2007		% Change			October 2, 2008		September 27, 2007		% Change
		restated(1)							restated(1)
		(Dollars in thousands, except operating data)
Revenues
U.S. and Canada theatrical exhibition
	Admissions	$	400,924	$	451,862		-11.3	%	$	814,435	$	840,547		-3.1	%
	Concessions		158,383		178,716		-11.4	%		326,810		344,064		-5.0	%
	Other theatre		15,278		19,169		-20.3	%		30,311		35,709		-15.1	%

			574,585		649,747		-11.6	%		1,171,556		1,220,320		-4.0	%

International theatrical exhibition
	Admissions		28,392		26,511		7.1	%		54,095		54,700		-1.1	%
	Concessions		19,533		17,487		11.7	%		36,964		36,366		1.6	%
	Other theatre		8,007		7,659		4.5	%		15,924		12,510		27.3	%

			55,932		51,657		8.3	%		106,983		103,576		3.3	%

	Total revenues	$	630,517	$	701,404		-10.1	%	$	1,278,539	$	1,323,896		-3.4	%

		Thirteen Weeks Ended									Twenty-six Weeks Ended

		October 2, 2008			September 27, 2007			% Change			October 2, 2008			September 27, 2007			% Change
		restated(1)									restated(1)
		(Dollars in thousands, except operating data)
Cost of Operations
U.S. and Canada theatrical exhibition
	Film exhibition costs	$	213,037		$	239,978			-11.2	%	$	439,106		$	449,457			-2.3	%
	Concession costs		16,254			19,190			-15.3	%		34,386			36,915			-6.9	%
	Operating expense		151,207			157,087			-3.7	%		298,302			301,471			-1.1	%
	Rent		110,598			107,769			2.6	%		220,624			213,176			3.5	%
	Preopening expense		1,185			376			*			3,060			2,341			30.7	%
	Theatre and other closure (income) expense		(2,209	)		(1,628	)		35.7	%		(2,235	)		(16,466	)		-86.4	%

			490,072			522,772			-6.3	%		993,243			986,894			0.6	%

International theatrical exhibition
	Film exhibition costs		12,641			11,800			7.1	%		24,132			24,168			-0.1	%
	Concession costs		4,593			3,796			21.0	%		8,409			8,258			1.8	%
	Operating expense		13,504			12,529			7.8	%		26,920			24,670			9.1	%
	Rent		7,651			7,812			-2.1	%		15,086			15,113			-0.2	%
	Preopening expense		—			(120	)		-100.0	%		—			—			—	%
	Theatre closure		(110	)		10			*			(98	)		20			*

			38,279			35,827			6.8	%		74,449			72,229			3.1	%

General and administrative expense:
	Merger, acquisition and transaction costs		235			817			-71.2	%		252			2,801			-91.0	%
	Management Fee		1,250			1,250			—	%		2,500			2,500			—	%
	Other		14,571			12,701			14.7	%		29,337			25,789			13.8	%
Depreciation and amortization			58,097			61,749			-5.9	%		116,114			125,438			-7.4	%
Disposition of assets and other losses			(374	)		(1,698	)		-78.0	%		(355	)		(1,698	)		-79.1	%

	Total costs and expenses	$	602,130		$	633,418			-4.9	%	$	1,215,540		$	1,213,953			0.1	%

Revenues. Total revenues decreased 10.1%, or $70,887,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007 primarily due to a difference in reporting periods. The thirteen weeks ended October 2, 2008 began on July 4, 2008 and included fewer days of the Fourth of July holiday box office revenues compared to the thirteen weeks ended September 27, 2007 that began on June 29, 2007.

U.S. and Canada theatrical exhibition revenues decreased 11.6%, or $75,162,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007. Admissions revenues decreased 11.3%, or $50,938,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007, due to a 14.9% decrease in attendance partially offset by a 4.3% increase in average ticket prices. Attendance declined due to the difference in reporting periods noted above. Admissions revenues at comparable theatres (theatres opened on or before the second quarter of fiscal 2008) decreased 12.6%, or $56,159,000 during the thirteen weeks ended October 2, 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 making selective adjustments based upon such factors as general inflationary trends and conditions in local markets. Based upon available industry sources, box office revenues of our comparable theatres performed in line with the overall performance of industry comparable theatres in the markets where we operate. Concessions revenues decreased 11.4%, or $20,333,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007 due to the decrease in attendance partially offset by a 4.1% increase in average concessions per patron. Other theatre revenues decreased 20.3%, or $3,891,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007, primarily due to decreases in advertising revenues.

International theatrical exhibition revenues increased 8.3%, or $4,275,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007. Admissions revenues increased by 7.1%, or $1,881,000, due to a 4.3% increase in average ticket prices and a 2.7% increase in attendance. The increase in attendance was primarily due to the popularity of film product during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007. Concessions revenues increased 11.7%, or $2,046,000, due to an 8.8% increase in concessions per patron and the increase in attendance. 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 4.5% or $348,000. 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 decreased 4.9%, or $31,288,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007.

U.S. and Canada theatrical exhibition costs and expenses decreased 6.3%, or $32,700,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007. Film exhibition costs decreased 11.2%, or $26,941,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007 due to the decrease in admissions revenues. As a percentage of admissions revenues, film exhibition costs were 53.1% in the current and prior year periods. Concession costs decreased 15.3%, or $2,936,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 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 10.3% in the current period compared with 10.7% in the prior period. As a percentage of revenues, operating expense was 26.3% in the current period as compared to 24.2% in the prior period. Rent expense increased 2.6%, or $2,829,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007 due primarily to the opening of new theatres. Preopening expense increased $809,000 during the thirteen weeks ended October 2, 2008 due to screen additions and remodeling activity. During the thirteen weeks ended October 2, 2008, we recognized $2,209,000 of theatre and other closure income due primarily to a lease termination negotiated on favorable terms for one of our theatres that was closed during the quarter.

International theatrical exhibition costs and expenses increased 6.8%, or $2,452,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007. Film exhibition costs increased 7.1%, or $841,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007 due primarily to the increase in admissions revenues. Concession costs increased 21.0%, or $797,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 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 23.5% in the current period compared with 21.7% in the prior period. As a percentage of revenues, operating expense was 24.1% in the current period compared to 24.3% in the prior period. Rent expense decreased 2.1%, or $161,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 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.

Merger, acquisition and transaction costs. Merger, acquisition and transaction costs decreased $582,000 during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007. Prior period costs are primarily comprised of preacquisition expenses for casualty insurance losses related to the Merger with Loews.

Management fees. Management fees were unchanged during the thirteen weeks ended October 2, 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 increased 14.7%, or $1,870,000, during the thirteen weeks ended October 2, 2008 compared to the thirteen weeks ended September 27, 2007 due

primarily to an expense of $2,440,000 related to our estimated partial withdrawal liability for a union-sponsored pension plan.

Depreciation and Amortization. Depreciation and amortization decreased 5.9%, or $3,652,000, compared to the prior period due primarily to certain intangible assets becoming fully amortized and the closing of theatres.

Disposition of Assets and Other Gains. Disposition of assets and other gains were $374,000 in the current period compared to $1,698,000 in the prior period. The current and prior periods include $428,000 and $1,980,000, respectively, of settlements received related to fireproofing litigation recoveries at various theatres. The prior year also includes contingent legal expense related to the litigation recoveries of $457,000.

Other Income. Other income includes $7,701,000 and $5,628,000 of income related to the derecognition of gift card liabilities, as to which we believe future redemption to be remote, during the thirteen weeks ended October 2, 2008 and September 27, 2007, respectively. Other income includes $53,000 of income related to ineffectiveness of interest rate swaps during the thirteen weeks ended October 2, 2008.

Interest Expense. Interest expense decreased 10.4%, or $3,959,000, 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 was $5,321,000 in the current period compared to $25,172,000 in the prior period. Equity in earnings related to our investment in National CineMedia, LLC were $5,221,000 and $5,839,000 for the thirteen weeks ended October 2, 2008 and September 27, 2007, respectively. Equity in earnings related to HGSCA were $18,767,000 during the prior period and includes the gain related to the disposition of $18,751,000.

Investment Income. Investment income was $618,000 for the thirteen weeks ended October 2, 2008 compared to $2,065,000 for the thirteen weeks ended September 27, 2007. Interest income decreased $1,251,000 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 $4,300,000 for the thirteen weeks ended October 2, 2008 and $26,000,000 for the thirteen weeks ended September 27, 2007 with the reduction due primarily to the decrease in earnings before income taxes.

Net Earnings. Net earnings were $3,828,000 and $36,940,000 for the thirteen weeks ended October 2, 2008 and September 27, 2007, respectively. The decrease in net earnings was primarily due to the recognition of a gain on disposition of HGCSA in the prior year of $18,751,000 and the decrease in attendance due to the change in reporting periods noted above.

Revenues. Total revenues decreased 3.4%, or $45,357,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007.

U.S. and Canada theatrical exhibition revenues decreased 4.0%, or $48,764,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007. Admissions revenues decreased 3.1%, or $26,112,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007, due to a 7.2% decrease in attendance partially offset by a 4.4% increase in average ticket price. Admissions revenues at comparable theatres (theatres opened on or before the first quarter of fiscal 2008) decreased 5.1%, or $42,009,000, during the twenty-six weeks ended October 2, 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 making selective adjustments based upon such factors as general inflationary trends and conditions in local markets. Based upon available industry sources, box office revenues of our comparable theatres performed consistently with overall performance of industry comparable theatres in the markets where we operate. Concessions revenues decreased 5.0%, or $17,254,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007 due to the decrease in attendance partially offset by a 2.3% increase in average concessions per patron. Other theatre revenues decreased 15.1%, or $5,398,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007, primarily due to decreases in advertising and theatre rentals.

International theatrical exhibition revenues increased 3.3%, or $3,407,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007. Admissions revenues decreased by 1.1%, or $605,000, due to a 7.3% decrease in attendance partially offset by a 6.6% increase in average ticket prices. The decrease in attendance was primarily due to the popularity of film product during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007. Concessions revenues increased 1.6%, or $598,000, due to a 9.6% increase in concessions per patron offset by the decrease in attendance. 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 27.3% or $3,414,000 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 0.1%, or $1,587,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007.

U.S. and Canada theatrical exhibition costs and expenses increased 0.6%, or $6,349,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007. Film exhibition costs decreased 2.3%, or $10,351,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007 due to the decrease in admissions revenues partially offset by an increase in film exhibition costs as a percentage of admission revenues. As a percentage of admissions revenues, film exhibition costs were 53.9% in the current period as compared with 53.5% in the prior period. Concession costs decreased 6.9%, or $2,529,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 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 10.5% in the current period compared with 10.7% in the prior period. As a percentage of revenues, operating expense was 25.5% in the current period as compared to 24.7% in the prior period. Rent expense increased 3.5%, or $7,448,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007 due primarily to the opening of new theatres. Preopening expense increased $719,000 during the twenty-six weeks ended October 2, 2008 due to the opening of new theatres and remodeling activity. During the twenty-six weeks ended October 2, 2008 we recognized $2,235,000 of theatre and other closure income primarily due to lease terminations negotiated on favorable terms for two theaters closed during the twenty-six weeks ended October 2, 2008. During the twenty-six weeks ended September 27, 2007, we recognized $16,466,000 of theatre and other closure income due primarily to a lease termination negotiated on favorable terms for three of our theatres that were closed during the twenty-six weeks ended September 27, 2007 or where the lease was terminated during this period.

International theatrical exhibition costs and expenses increased 3.1%, or $2,220,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007. Film exhibition costs decreased 0.1%, or $36,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007 due primarily to the decrease in

admissions revenues. Concession costs increased 1.8%, or $151,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007 due to the increase in concession revenues. As a percentage of concessions revenues, concession costs were 22.7% in the current and prior period. As a percentage of revenues, theatre operating expense was 25.2% in the current period compared to 23.8% in the prior period due primarily to increases in utilities expense. Rent expense decreased 0.2%, or $27,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 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.

Merger, acquisition and transaction costs. Merger, acquisition and transaction costs decreased $2,549,000 during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007. Prior period costs are primarily comprised of preacquisition expenses for casualty insurance losses related to the Merger with Loews.

Management fees. Management fees were unchanged during the twenty-six weeks ended October 2, 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 increased 13.8%, or $3,548,000, during the twenty-six weeks ended October 2, 2008 compared to the twenty-six weeks ended September 27, 2007. The increase in other general and administrative expenses is primarily due to an expense of $2,440,000 related to our estimated partial withdrawal liability for a union-sponsored pension plan.

Depreciation and Amortization. Depreciation and amortization decreased 7.4%, or $9,324,000, compared to the prior period due primarily to certain intangible assets becoming fully amortized and the closing of theatres.

Disposition of Assets and Other Gains. Disposition of assets and other gains were $355,000 in the current period compared to $1,698,000 in the prior period. The current and prior periods include $498,000 and $1,980,000, respectively, of settlements received related to fireproofing litigation recoveries at various theatres. The current and prior year also includes contingent legal expense related to the litigation recoveries of $25,000 and $457,000, respectively.

Other Income. Other income includes $9,904,000 and $7,382,000 of income related to the derecognition of gift card liabilities as to which we believe future redemption to be remote, during the twenty-six weeks ended October 2, 2008 and September 27, 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 twenty-six weeks ended September 27, 2007. Other income includes $522,000 of income related to ineffectiveness of interest rate swaps during the twenty-six weeks ended October 2, 2008.

Interest Expense. Interest expense decreased 11.1%, or $8,396,000, 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 was $9,706,000 in the current period compared to $27,425,000 in the prior period. Equity in earnings related to our investment in National CineMedia, LLC were $9,876,000 and $7,649,000 for the twenty-six weeks ended October 2, 2008 and September 27, 2007, respectively. Equity in earnings

related to HGCSA was $18,743,000 during the twenty-six weeks ended September 27, 2007 and includes the gain related to the disposition of $18,751,000.

Investment Income. Investment income was $1,323,000 for the twenty-six weeks ended October 2, 2008 compared to $21,322,000 for the twenty-six weeks ended September 27, 2007. The twenty-six weeks ended September 27, 2007 includes a gain on the sale of our investment in Fandango of $15,977,000. Interest income decreased $3,935,000 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 $5,500,000 for the twenty-six weeks ended October 2, 2008 and $33,000,000 for the twenty-six weeks ended September 27, 2007 with the reduction due primarily to the decrease in earnings before income taxes. See Note 11—Income Taxes.

Net Earnings. Net earnings were $11,662,000 and $59,027,000 for the twenty-six weeks ended October 2, 2008 and September 27, 2007, respectively. The decrease in net earnings was primarily due to the recognition of a gain on disposition of HGCSA of $18,751,000, a gain on the disposition of Fandango of $15,977,000, and theatre and other closure income of $16,446,000 which were recorded in the prior year.

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.

Cash flows provided by operating activities, as reflected in the Consolidated Statements of Cash Flows, were $77,493,000 and $95,636,000 during the twenty-six weeks ended October 2, 2008 and September 27, 2007, respectively. The decrease in operating cash flows during the twenty-six weeks ended October 2, 2008 is primarily due to the decrease in net earnings. We had working capital deficits as of October 2, 2008 and April 3, 2008 of $(193,926,000) and $(220,072,000), respectively. Working capital includes $116,313,000 and $134,560,000 of deferred revenues as of October 2, 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 $122,808,000 on our Credit Facility to meet these obligations as of October 2, 2008.

Cash flows used in investing activities, as reflected in the consolidated statements of cash flows, were $62,448,000 and $38,429,000, during the twenty-six weeks ended October 2, 2008 and September 27, 2007, respectively. As of October 2, 2008, we had construction in progress of $6,387,000. We had one U.S. theatre with 12 screens under construction on October 2, 2008 that we expect to open in fiscal 2009 and 12 screens under construction for remodeling that will reopen in fiscal 2009. Cash outflows from investing activities include capital expenditures of $54,914,000 and $57,530,000 during the twenty-six weeks ended October 2, 2008 and September 27, 2007, respectively. We expect that our gross capital expenditures in fiscal 2009 will be approximately $125,000,000 to $130,000,000.

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 $17,977,000 was received during the twenty-six weeks ended September 27, 2007.

On July 5, 2007 we disposed of our investment in HGSCA, a partnership that operated 17 theatres in South America, for sales proceeds of $28,682,000.

We fund the costs of constructing new theatres using existing cash balances, cash generated from operations or borrowed funds, as necessary. We generally lease our theatres pursuant to long-term non-cancelable operating leases which may require the developer, who owns the property, to reimburse us for a portion of the construction costs. However, we may decide to own the real estate assets of new theatres and, following construction, sell and leaseback the real estate assets pursuant to long-term non-cancelable operating leases. 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, as reflected in the consolidated statement of cash flows, were $32,926,000 and $275,313,000 during the twenty-six weeks ended October 2, 2008 and September 27, 2007, respectively.

During the twenty-six weeks ended October 2, 2008 and September 27, 2007 we paid dividends of $18,420,000 and $275,000,000 to our stockholder Marquee Holdings Inc. 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") and 8⁵/8% Senior Notes due 2012 (the "Fixed Notes due 2012").

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 October 2, 2008, we had no borrowings under the revolving credit facility and $632,125,000 was outstanding under the term loan facility at an interest rate of 5.18%.

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 (Fixed Notes due 2012, Notes due 2014 and Notes due 2016) and the Parent Term Loan Facility allow us to incur specified permitted indebtedness (as defined therein) without restriction. The indentures and the Parent Term Loan Facility also allow us to incur any amount of additional debt, including borrowings under the revolving portion of AMCE's Senior Secured Credit Facility, as long as we can satisfy the applicable coverage ratio of each indenture, after giving effect to the event on a pro forma basis. Under the indentures and the Parent Term Loan Facility, we could borrow approximately $405,800,000 (assuming an interest rate of 15% per annum on the additional indebtedness) in addition to specified permitted indebtedness. If we cannot satisfy the applicable coverage ratios, generally we can incur no more than $100,000,000 of new "permitted indebtedness" under the terms of the indentures relating to our notes and the Parent Term Loan Facility. In addition, the indenture relating to our Fixed Notes due 2012 limits our ability to incur liens, which limits our ability to secure any new indebtedness, including new borrowings under our Senior Secured Credit Facility.

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 October 2, 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, and the Fixed Notes due 2012.

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

We hold an investment in 18.5% of NCM accounted for following the equity method. The fair market value of the common membership units is approximately $193,539,000 as of October 2, 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 $305,267,000 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.

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.

In October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, ("FSP 157-3"). FSP 157-3 clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 was effective for us on October 2, 2008 for all financial assets and liabilities recognized or disclosed at fair value in our condensed consolidated financial statements on a recurring basis (at least annually). The adoption of FSP 157-3 did not have a material impact on our consolidated financial position and results of operations.

In April 2008, the FASB issued FASB Staff Position Financial Accounting Standard 142-3, Determination of the Useful Life of Intangible Assets, ("FSP 142-3"). FSP 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 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 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 determined the effect that the application of FSP 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.

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 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 8—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).

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 October 2, 2008, a decrease in the underlying interest rates of 100 basis points would increase the fair value of the interest rate swap liabilities by $1,301,000 and a 100 basis point increase in the underlying interest rates would decrease the fair value of the interest rate swap liabilities by $1,272,000.

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 October 2, 2008 and had $632,125,000 outstanding under the term loan facility on October 2, 2008, of which $200,000,000 is hedged at a fixed rate. A 100 basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facility by $2,197,000 during the twenty-six weeks ended October 2, 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 and $250,000,000 of our Fixed Notes due 2012. Increases in market interest rates would generally cause a decrease in the fair value of the Notes due 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 and Fixed Notes due 2012.

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 $90,000 and $37,111,000, respectively, as of October 2, 2008.

The Company maintains a set of disclosure controls and procedures designed to provide reasonable assurance 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 re-evaluated these disclosure controls and procedures as of the end of the period covered by this Amended Quarterly Report on Form 10-Q/A and have determined that such disclosure controls and procedures were effective.

In coming to the conclusion that our disclosure controls and procedures were effective as of the end of the period covered by this Amended Quarterly Report on Form 10-Q/A, management considered, among other things, the fact that it was restating previously issued financial statements for an error in applying SFAS 106 Employers' Accounting for Postretirement Benefits Other than Pensions ("FAS 106") to an amendment of its Post-Retirement Medical and Life Insurance Plan (the "Plan"). Management also considered the Company's internal controls over its financial reporting for Plan related assets, liabilities and related expenses. Such controls included but were not limited to: the use of competent Company personnel; the gathering of complete, accurate and relevant information for analysis; providing such information to external third party actuarial specialists who assisted management in the application of generally accepted accounting principles, including those contained in FAS 106; and, related management reviews. Based on the conclusion that the Company's internal controls associated with the above-noted accounts were designed and operated effectively so as to provide reasonable assurance over financial reporting, the Company's Chief Executive Officer and Chief Financial Officer concluded that no deficiency in internal control over financial reporting existed and therefore further concluded that as of the end of the period covered by this Amended Quarterly Report on Form 10-Q/A the Company's disclosure controls and procedures were effective at a reasonable level of assurance.

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.

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.

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

Although we do not currently need debt financing, in the event we were to require debt financing in the future, the severe dislocations and liquidity disruptions in the credit markets could materially impact our ability to obtain debt financing on reasonable terms. The inability to access debt financing on reasonable terms could materially impact our ability to make acquisitions or materially expand our business in the future. Additionally, a prolonged economic downturn or recession could materially impact our operations to the extent it results in reduced demand for moviegoing. If current market and economic conditions persist or deteriorate, we may experience adverse impacts on our business, results of operations and financial condition.

We believe that the oversight of the investments held under our frozen defined benefit pension plans is rigorous and that the investment strategies are prudent. The market value of the investments within the frozen pension plan trusts declined by approximately 16% during the nine months ended September 30, 2008. The benefit plan assets and obligations of our frozen plans are remeasured annually and reductions in plan assets from investment losses will result in an increase to the plans' unfunded status and a decrease in stockholder's equity upon actuarial revaluation of the plan for the upcoming year. Changes in the value of our frozen plan assets (during calendar 2008) will not have an impact on the income statement for fiscal 2009; however, reduced benefit plan assets will result in increased benefit costs in future years and may increase the amount and accelerate the timing of required future funding contributions.

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 successes 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.

EXHIBIT NUMBER		DESCRIPTION


2.1		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).
3.1		Restated and Amended Certificate of Incorporation of AMC Entertainment Inc. (as amended on December 2, 1997 and September 18, 2001 and December 23, 2004) (incorporated by reference from Exhibit 3.1 to the Company's Form 8-K (File No. 1-8747) filed December 27, 2004).
3.2		Amended and Restated Bylaws of AMC Entertainment Inc. (Incorporated by Reference from Exhibit 3.2 to the Company's Form 10-Q (File No. 1-8747) filed December 27, 2004).
		Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
3.3.1		Loews Citywalk Theatre Corporation (incorporated by reference from Exhibit 3.3.1 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.2		S&J Theatres, Inc. (incorporated by reference from Exhibit 3.3.2 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.3		LCE Mexican Holdings, Inc. (incorporated by reference from Exhibit 3.3.9 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.4		Loews Cineplex U.S. Callco, LLC (incorporated by reference from Exhibit 3.3.17 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.5		Loews Theatre Management Corp. (incorporated by reference from Exhibit 3.3.22 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.6		AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.3.93 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.7		AMC Entertainment International, Inc. (incorporated by reference from Exhibit 3.3.94 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.8		American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.3.10 to the Company's Form 10-Q (File No. 1-8747) filed February 8, 2008).
3.3.9		Centertainment, Inc. (incorporated by reference from Exhibit 3.3.96 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.10		Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.3.97 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.3.11		Premium Theater of Framingham, Inc. (incorporated by reference from Exhibit 3.3.100 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).

EXHIBIT NUMBER		DESCRIPTION


3.4		By-laws of the following Additional Registrants: (incorporated by reference from Exhibit 3.4 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006): Loews Citywalk Theatre Corporation Loews Theatre Management Corp. S&J Theatres Inc.
3.5		By-laws of LCE Mexican Holdings, Inc. (incorporated by reference from Exhibit 3.5 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.6		Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC. (incorporated by reference from Exhibit 3.7 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.7		By-laws of AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.20 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.8		By-laws of AMC Entertainment International, Inc. (incorporated by reference from Exhibit 3.21 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.9		By-laws of American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.9 to the Company's Form 10-Q (File No. 1-8747) filed February 8, 2008).
3.10		By-laws of Centertainment, Inc. (incorporated by reference from Exhibit 3.23 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.11		By-laws of Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.24 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
3.12		By-laws of Premium Theater of Framingham, Inc. (incorporated by reference from Exhibit 3.26 to the Company's Form S-4 (File No. 333-133574) filed April 27, 2006).
*10.1		Stock Purchase Agreement dated as of November 5, 2008 among Entretenimiento GM de Mexico S.A. de C.V., as Buyer, and AMC Netherlands HoldCo B.V., LCE Mexican Holdings, Inc., and AMC Europe S.A., as sellers.
10.2		Amendment to Exhibitor Services Agreement dated as of November 5, 2008, by and between National CineMedia, LLC and American Multi-Cinema, Inc. (filed as Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-33296) of National CineMedia, Inc., filed on February 6, 2008, and incorporated herein by reference).
*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
*32.1		Section 906 Certifications of Gerardo I. Lopez (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.

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.


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 2, 2008
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Delaware (State or other jurisdiction of incorporation or organization)		43-1304369 (IRS Employer Identification No.)
920 Main Kansas City, Missouri (Address of principal executive offices)		64105 (Zip Code)
(816) 221-4000 (Registrant's telephone number, including area code)


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o



PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Statements of Operations	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4T.	Controls and Procedures	51

PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 6.	Exhibits	54
	Signatures	56

	Thirteen weeks ended October 2, 2008

Financial Statement Line items	Previously Reported		Adjustments			Restated
G&A-Other	$	14,707	$	(136	)	$	14,571
Earnings before income taxes		7,992		136			8,128
Income tax provision		4,300		—			4,300
Net income		3,692		136			3,828

(In thousands)	U.S. and Canada			International			Total

							(restated)
Balance as of April 3, 2008	$	1,846,253		$	202,612		$	2,048,865
Currency translation adjustment		—			(5,399	)		(5,399	)
Fair value deferred tax adjustments LCE(1)		(1,894	)		—			(1,894	)

Balance as of October 2, 2008		1,844,359		$	197,213		$	2,041,572

(In thousands)		2009			2010			2011			2012			2013

Projected amortization expense		$	22,287		$	16,581		$	14,627		$	13,504		$	12,634

	Thirteen Weeks Ended

October 2, 2008 (in thousands):	NCM			MTC			DCIP			Other			Total
Revenues	$	107,709		$	5,359		$	—		$	4,907		$	117,975
Operating costs & expenses		60,700			2,089			2,882			4,410			70,081

Net earnings (loss)	$	47,009		$	3,270		$	(2,882	)	$	497		$	47,894

The Company's recorded equity in (earnings) loss	$	(5,221	)	$	(764	)	$	960		$	(296	)	$	(5,321	)

	Thirteen Weeks Ended

September 27, 2007 (in thousands):	NCM			MTC			DCIP			Other			Total
Revenues	$	97,552		$	3,893		$	—		$	5,103		$	106,548
Operating costs & expenses		57,434			2,628			1,147			4,365			65,574

Net earnings (loss)	$	40,118		$	1,265		$	(1,147	)	$	738		$	40,974

The Company's recorded equity in (earnings) loss	$	(5,839	)	$	(300	)	$	382		$	(19,415	)	$	(25,172	)

		Twenty-six Weeks Ended October 2, 2008								Twenty-six Weeks Ended September 27, 2007

		Theatre and Other			Merger Exit costs		Total			Theatre and Other			Merger Exit costs			Total
Beginning balance		$	10,844		$	—	$	10,844		$	17,621		$	1,274		$	18,895
	Theatre and other closure (income) expense(1)		(2,333	)		—		(2,333	)		(16,103	)		(343	)		(16,446	)
	Transfer of deferred rent and capital lease obligations(1)		2,824			—		2,824			5,101			—			5,101
	Cash (payments) receipts(1)		(1,229	)		—		(1,229	)		3,802			(698	)		3,104

Ending balance		$	10,106		$	—	$	10,106		$	10,421		$	233		$	10,654

		October 2, 2008

U.S. and Canada Theatrical Exhibition		$	9,609
International Theatrical Exhibition			497

	Total segment reserves	$	10,106


		AMC ENTERTAINMENT INC.
Date: May 20, 2009		/s/ GERARDO I. LOPEZ
		Gerardo I. Lopez Chief Executive Officer and President
Date: May 20, 2009		/s/ CRAIG R. RAMSEY
		Craig R. Ramsey Executive Vice President and Chief Financial Officer