UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


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

For the transition period from to

Commission file number 1-33344

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


Delaware		77-0642885
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

920 Main Kansas City, Missouri (Address of principal executive offices)		64105 (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

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

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


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

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

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

Title of Each Class of Common Stock		Number of Shares Outstanding as of September 30, 2010

Common Stock, 1¢ par value		1

Table of Contents

MARQUEE HOLDINGS INC. AND SUBSIDIARY

INDEX



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	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 6.	Exhibits	41
	Signatures	42

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. (Unaudited)

MARQUEE HOLDINGS INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

				Thirteen Weeks Ended						Twenty-six Weeks Ended

				September 30, 2010			October 1, 2009			September 30, 2010			October 1, 2009
				(unaudited)						(unaudited)
Revenues
	Admissions			$	458,572		$	390,498		$	907,169		$	836,725
	Concessions				179,712			147,381			355,671			321,041
	Other theatre				15,341			13,173			31,737			28,598

		Total revenues			653,625			551,052			1,294,577			1,186,364

Operating Costs and Expenses
	Film exhibition costs				242,181			208,328			481,004			457,429
	Concession costs				23,805			15,905			44,301			35,070
	Operating expense				173,835			143,391			321,476			293,568
	Rent				121,481			108,311			236,035			220,684
	General and administrative:
		Merger, acquisition and transaction costs			5,223			43			10,979			324
		Management fee			1,250			1,250			2,500			2,500
		Other			18,040			13,075			31,111			26,158
	Depreciation and amortization				52,355			46,689			100,958			95,477

		Operating costs and expenses			638,170			536,992			1,228,364			1,131,210

		Operating income			15,455			14,060			66,213			55,154
	Other expense (income)
		Other expense (income)			(7,746	)		(6,938	)		(9,685	)		1,835
		Interest expense
			Corporate borrowings		40,220			40,469			80,789			76,318
			Capital and financing lease obligations		1,625			1,413			3,008			2,826
		Equity in earnings of non-consolidated entities			(5,332	)		(4,348	)		(3,566	)		(10,610	)
		Gain on NCM, Inc. stock sale			(64,648	)		—			(64,648	)		—
		Investment income			(54	)		(33	)		(104	)		(132	)

			Total other expense (income)		(35,935	)		30,563			5,794			70,237

Earnings (loss) from continuing operations before income taxes					51,390			(16,503	)		60,419			(15,083	)
Income tax provision (benefit)					(1,250	)		(1,000	)		5,350			—

Earnings (loss) from continuing operations					52,640			(15,503	)		55,069			(15,083	)
Earnings (loss) from discontinued operations, net of income taxes					(8	)		(131	)		(25	)		592

Net earnings (loss)				$	52,632		$	(15,634	)	$	55,044		$	(14,491	)

See Notes to Consolidated Financial Statements.

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

			September 30, 2010			April 1, 2010

			(unaudited)
ASSETS
Current assets:
	Cash and equivalents		$	329,457		$	497,948
	Receivables, net			28,054			25,539
	Other current assets			78,901			72,919

		Total current assets		436,412			596,406
Property, net				1,003,617			863,532
Intangible assets, net				158,395			148,432
Goodwill				1,936,254			1,836,731
Other long-term assets				310,613			238,103

		Total assets	$	3,845,291		$	3,683,204

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
	Accounts payable		$	146,696		$	175,142
	Accrued expenses and other liabilities			135,562			143,274
	Deferred revenues and income			111,122			125,842
	Current maturities of corporate borrowings and capital and financing lease obligations			10,347			10,463

		Total current liabilities		403,727			454,721
Corporate borrowings				2,064,478			2,067,149
Capital and financing lease obligations				63,950			53,323
Deferred revenues—for exhibitor services agreement				361,676			252,322
Other long-term liabilities				350,836			309,591

		Total liabilities	$	3,244,667		$	3,137,106

Commitments and contingencies
Stockholder's equity:
	Common Stock, 1 share issued with 1¢ par value			—			—
	Additional paid-in capital			747,401			747,206
	Accumulated other comprehensive loss			(3,889	)		(3,176	)
	Accumulated deficit			(142,888	)		(197,932	)

		Total stockholder's equity		600,624			546,098

		Total liabilities and stockholder's equity	$	3,845,291		$	3,683,204

See Notes to Consolidated Financial Statements.

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

			Twenty-six Weeks Ended

			September 30, 2010			October 1, 2009
			(unaudited)
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
Cash flows from operating activities:
Net earnings (loss)			$	55,044		$	(14,491	)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
	Depreciation and amortization			100,958			95,477
	Deferred income taxes			—			(1,500	)
	Write-off of issuance costs related to early extinguishment of debt			—			3,468
	Gain on NCM, Inc. stock sale			(64,648	)		—
	Equity in earnings and losses from non-consolidated entities, net of distributions			6,609			3,818
	Gain on dispositions			(9,983	)		(592	)
	Change in assets and liabilities, net of acquisition:
		Receivables		2,579			1,814
		Other assets		460			22
		Accounts payable		(51,113	)		(29,751	)
		Accrued expenses and other liabilities		(34,315	)		6,057
	Other, net			4,884			(2,473	)

	Net cash provided by operating activities			10,475			61,849

Cash flows from investing activities:
	Capital expenditures			(46,711	)		(29,781	)
	Acquisition of Kerasotes, net of cash acquired			(280,606	)		—
	Proceeds from NCM, Inc. stock sale			102,224			—
	Proceeds from disposition of Cinemex			860			2,898
	Proceeds from the disposition of long-term assets			55,991			—
	Other, net			(909	)		(5,661	)

	Net cash used in investing activities			(169,151	)		(32,544	)

Cash flows from financing activities:
	Repayment under revolving credit facility			—			(185,000	)
	Repurchase of Fixed Notes due 2012			—			(250,000	)
	Proceeds from issuance of Senior Notes due 2019			—			585,492
	Deferred financing costs			(95	)		(15,943	)
	Principal payments under capital and financing lease obligations			(2,072	)		(1,712	)
	Payments under Term Loan B			(3,250	)		(3,250	)
	Change in construction payables			(3,524	)		(437	)
	Dividends paid to Parent			(669	)		(300,723	)

	Net cash used in financing activities			(9,610	)		(171,573	)
	Effect of exchange rate changes on cash and equivalents			(205	)		(1,693	)

Net decrease in cash and equivalents				(168,491	)		(143,961	)
Cash and equivalents at beginning of period				497,948			536,580

Cash and equivalents at end of period			$	329,457		$	392,619

See Notes to Consolidated Financial Statements.

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

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

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

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

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

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

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 1—BASIS OF PRESENTATION (Continued)

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

	Thirteen Weeks Ended						Twenty-six Weeks Ended

(In thousands)	September 30, 2010			October 1, 2009			September 30, 2010			October 1, 2009
Loss on redemption of 8⁵/8% Senior Notes due 2012	$	—		$	450		$	—		$	11,276
Gift card redemptions considered to be remote		(7,614	)		(7,369	)		(9,553	)		(9,422	)
Other income		(132	)		(19	)		(132	)		(19	)

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

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

NOTE 2—ACQUISITION

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

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2—ACQUISITION (Continued)

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

(In thousands)	Total

Cash	$	809
Receivables, net(1)		3,832
Other current assets		12,905
Property, net		204,998
Intangible assets, net(2)		17,425
Goodwill(3)		109,907
Other long-term assets		5,920
Accounts payable		(13,538	)
Accrued expenses and other liabilities		(12,439	)
Deferred revenues and income		(1,806	)
Capital and financing lease obligations		(12,583	)
Other long-term liabilities(4)		(34,015	)

Total estimated purchase price	$	281,415

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

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2—ACQUISITION (Continued)

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

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

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

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

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2—ACQUISITION (Continued)

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

				Thirteen Weeks Ended						Twenty-six Weeks Ended

				Pro forma September 30, 2010			Pro forma October 1, 2009			Pro forma September 30, 2010			Pro forma October 1, 2009
				(unaudited)						(unaudited)
Revenues
	Admissions			$	457,294		$	431,344		$	926,154		$	923,084
	Concessions				179,180			166,583			364,475			361,262
	Other theatre				15,309			15,253			32,535			32,655

		Total revenues			651,783			613,180			1,323,164			1,317,001

Operating Costs and Expenses
	Film exhibition costs				241,444			229,788			491,057			503,121
	Concession costs				23,757			18,200			45,750			39,958
	Operating expense				173,121			161,631			337,701			329,328
	Rent				121,078			117,325			240,428			239,469
	General and administrative:
		Merger, acquisition and transaction costs*			5,223			43			10,979			324
		Management fee			1,250			1,250			2,500			2,500
		Other			18,040			16,816			32,762			33,651
	Depreciation and amortization				52,355			53,094			104,517			107,555

		Operating costs and expenses			636,268			598,147			1,265,694			1,255,906

		Operating income			15,515			15,033			57,470			61,095
	Other expense (income)
		Other expense (income)			(7,746	)		(6,938	)		(9,685	)		1,835
		Interest expense
			Corporate borrowings		40,220			40,469			80,789			76,318
			Capital and financing lease obligations		1,625			1,629			3,224			3,258
		Equity in earnings of non-consolidated entities			(5,332	)		(4,348	)		(3,566	)		(10,610	)
		Gain on NCM, Inc. stock sale			(64,648	)		—			(64,648	)		—
		Investment (income) expense			(54	)		163			(104	)		64

			Total other expense (income)		(35,935	)		30,975			6,010			70,865

Earnings (loss) from continuing operations before income taxes					51,450			(15,942	)		51,460			(9,770	)
Income tax provision (benefit)					(1,250	)		(900	)		1,950			1,900

Earnings (loss) from continuing operations					52,700			(15,042	)		49,510			(11,670	)
Earnings (loss) from discontinued operations, net of income taxes					(8	)		(131	)		(25	)		592

Net earnings (loss)				$	52,692		$	(15,173	)	$	49,485		$	(11,078	)

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

	Thirteen Weeks Ended				Twenty-six Weeks Ended

	Pro forma September 30, 2010		Pro forma October 1, 2009		Pro forma September 30, 2010		Pro forma October 1, 2009
Average screens—continuing operations(1)		5,211		5,295		5,214		5,307

(1): Includes consolidated theaters only.

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 2—ACQUISITION (Continued)

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

NOTE 3—COMPREHENSIVE EARNINGS

The components of comprehensive earnings are as follows:

	Thirteen Weeks Ended						Twenty-six Weeks Ended

(In thousands)	September 30, 2010			October 1, 2009			September 30, 2010			October 1, 2009
Net earnings (loss)	$	52,632		$	(15,634	)	$	55,044		$	(14,491	)
Foreign currency translation adjustment		(3,240	)		(3,063	)		(1,348	)		(10,802	)
Pension and other benefit adjustments		(220	)		(214	)		(282	)		(261	)
Change in fair value of cash flow hedges		—			—			—			(6	)
Losses on interest rate swaps reclassified to interest expense: corporate borrowings		—			—			—			558
Increase in unrealized gain on marketable securities		1,237			308			917			563

Total comprehensive earnings (loss)	$	50,409		$	(18,603	)	$	54,331		$	(24,439	)

NOTE 4—GOODWILL AND INTANGIBLE ASSETS

Activity of goodwill is presented below.

(In thousands)		Total

Balance as of April 1, 2010		$	1,836,731
	Acquisition of Kerasotes		109,907
	Goodwill allocated to sales(1)		(10,384	)

Balance as of September 30, 2010		$	1,936,254

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

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 4—GOODWILL AND INTANGIBLE ASSETS (Continued)

Activity for intangible assets is presented below:

			September 30, 2010					April 1, 2010

(In thousands)		Remaining Useful Life	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Acquired Intangible Assets:
	Amortizable Intangible Assets:
	Favorable leases	2 to 17 years	$	110,231	$	(48,865	)	$	104,646	$	(44,127	)
	Loyalty program	3 years		46,000		(40,388	)		46,000		(38,870	)
	Loews' trade name	1 year		2,300		(2,150	)		2,300		(1,920	)
	Loews' management contracts	12 to 21 years		35,400		(29,390	)		35,400		(29,209	)
	Non-compete agreement	5 years		6,400		(443	)		—		—
	Other intangible assets	1 to 12 years		13,309		(13,109	)		13,309		(13,097	)

	Total, amortizable		$	213,640	$	(134,345	)	$	201,655	$	(127,223	)

Unamortizable Intangible Assets:
	AMC trademark		$	74,000				$	74,000
	Kerasotes trade names			5,100					—

	Total, unamortizable		$	79,100				$	74,000

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

(In thousands)		Weighted Average Amortization Period	Gross Carrying Amount

Acquired Intangible Assets:
	Amortizable Intangible Assets:
	Favorable leases	3.6 years	$	5,585
	Non-compete agreement	5 years		6,400
	Management agreement(1)			340

	Total, amortizable	4.3 years	$	12,325

Unamortizable Intangible Assets:
	Kerasotes trade names		$	5,100

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

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September 30, 2010

(Unaudited)

NOTE 4—GOODWILL AND INTANGIBLE ASSETS (Continued)

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

	Thirteen Weeks Ended				Twenty-six Weeks Ended

(In thousands)	September 30, 2010		October 1, 2009		September 30, 2010		October 1, 2009
Recorded amortization	$	3,739	$	3,245	$	7,122	$	7,444

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

(In thousands)		2011			2012			2013			2014			2015

Projected amortization expense		$	14,652		$	14,014		$	12,582		$	9,516		$	8,660

NOTE 5—STOCKHOLDER'S EQUITY

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

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

Stock-Based Compensation

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

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

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September 30, 2010

(Unaudited)

NOTE 5—STOCKHOLDER'S EQUITY (Continued)

2010 Equity Incentive Plan

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

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

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

•: Non-Qualified Stock Option Award Agreement: The Board approved the grant of 5,399 stock options, of which 5,354 stock options have been granted. Twenty-five percent of the options will vest on each of the first four anniversaries of the date of grant; provided, however, that the options will become fully vested and exercisable if within one year following a Change of Control (as defined in the Plan), the participant's service is terminated by the Company without cause. The stock options have a ten year term from the date of grant. The estimated grant date fair value of the options granted on 5,354 shares was $293.72 per share, or $1,573,000, and was determined using the Black-Scholes option-pricing model. The option exercise price was $752 per share, and the estimated fair value of the shares was $752, resulting in $0 intrinsic value for the option grants.
•: Restricted Stock Award Agreement (Time Vesting): The Board approved the grant of 5,399 shares of restricted stock (time vesting), of which 5,354 shares have been granted. The restricted shares will become vested on the fourth anniversary of the date of grant; provided, however, that the restricted shares will become fully vested if within one year following a Change of Control, the participant's service is terminated by the Company without cause. The estimated grant date fair value for the 5,354 shares of restricted stock (time vesting) granted was $4,028,000, or approximately $752 per share.
•: Restricted Stock Award Agreement (Performance Vesting): The Board approved the grant of 5,404 shares of restricted stock (performance vesting), of which 1,339 shares have been granted. Approximately twenty-five percent of the total restricted shares of 5,404 approved by the Board will be granted each year over a four year period. Each grant has a vesting term of approximately one year upon the Company meeting certain pre-established annual performance targets; provided, however, that the restricted shares will become fully vested if within one year

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September 30, 2010

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NOTE 5—STOCKHOLDER'S EQUITY (Continued)

following a Change of Control, the participant's service is terminated by the Company without cause. The fiscal 2011 performance target was established at the grant date following ASC 718-10-55-95 and the estimated grant date fair value was $1,008,000, or approximately $752 per share.

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

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

	2010 Plan			2004 Plan

Weighted average fair value of options on grant date	$	293.72		$	300.91
Risk-free interest rate		2.50	%		2.58	%
Expected life (years)		6.25			6.50
Expected volatility(1)		35.0	%		35.0	%
Expected dividend yield		—			—

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

NOTE 6—INVESTMENTS

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

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September 30, 2010

(Unaudited)

NOTE 6—INVESTMENTS (Continued)

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

Operating Results(1):

For the thirteen weeks ended September 30, 2010

(In thousands)	NCM		DCIP			Other			Total

Revenues	$	125,717	$	10,268		$	13,446		$	149,431
Operating costs and expenses		73,187		22,068			13,636			108,891

Net earnings (loss)	$	52,530	$	(11,800	)	$	(190	)	$	40,540

The Company's recorded equity in earnings (loss)	$	8,976	$	(3,412	)	$	(232	)	$	5,332

For the twenty-six weeks ended September 30, 2010

(In thousands)	NCM		DCIP			Other			Total

Revenues	$	224,715	$	15,554		$	23,086		$	263,355
Operating costs and expenses		144,639		45,508			23,773			213,920

Net earnings (loss)	$	80,076	$	(29,954	)	$	(687	)	$	49,435

The Company's recorded equity in earnings (loss)	$	12,434	$	(8,581	)	$	(287	)	$	3,566

For the thirteen weeks ended October 1, 2009

(In thousands)	NCM		DCIP			Other			Total

Revenues	$	95,712	$	—		$	13,388		$	109,100
Operating costs and expenses		62,410		3,092			14,014			79,516

Net earnings (loss)	$	33,302	$	(3,092	)	$	(626	)	$	29,584

The Company's recorded equity in earnings (loss)	$	5,900	$	(1,031	)	$	(521	)	$	4,348

For the twenty-six weeks ended October 1, 2009

(In thousands)	NCM		DCIP			Other			Total

Revenues	$	188,610	$	—		$	23,039		$	211,649
Operating costs and expenses		122,848		5,605			24,001			152,454

Net earnings (loss)	$	65,762	$	(5,605	)	$	(962	)	$	59,195

The Company's recorded equity in earnings (loss)	$	13,266	$	(1,868	)	$	(788	)	$	10,610

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

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September 30, 2010

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NOTE 6—INVESTMENTS (Continued)

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

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

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

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

(In thousands)	Investment in NCM(1)			Deferred Revenue(2)			Cash Received (Paid)		Equity in (Earnings) Losses			Advertising (Revenue)			(Gain) on NCM, Inc. Stock Sale

Beginning balance April 1, 2010	$	28,826		$	(252,322	)	$	—	$	—		$	—		$	—
Receipt of Common Units(3)		111,520			(111,520	)		—		—			—			—
Exchange and sale of NCM stock(4)		(37,576	)		—			102,224		—			—			(64,648	)
Receipt of excess cash distribution		(2,737	)		—			10,175		(7,438	)		—			—
Amortization of deferred revenue		—			2,166			—		—			(2,166	)		—
Equity in earnings(5)		4,996			—			—		(4,996	)		—			—

Ending balance September 30, 2010	$	105,029		$	(361,676	)	$	112,399	$	(12,434	)	$	(2,166	)	$	(64,648	)

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

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September 30, 2010

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NOTE 6—INVESTMENTS (Continued)

of the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues).

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

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

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

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September 30, 2010

(Unaudited)

NOTE 6—INVESTMENTS (Continued)

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 7—FAIR VALUE MEASUREMENTS

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


	Level 1:		Quoted market prices in active markets for identical assets or liabilities.
	Level 2:		Observable market based inputs or unobservable inputs that are corroborated by market data.
	Level 3:		Unobservable inputs that are not corroborated by market data.

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

					Fair Value Measurements at September 30, 2010 Using

(In thousands)			Total Carrying Value at September 30, 2010		Quoted prices in active market (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
*Assets:*
	Money Market Mutual Funds		$	80,097	$	80,097	$	—	$	—
	Equity securities, available-for-sale:
		RealD Inc. Common Stock		7,537		—		7,537		—
		Mutual Fund Large U.S. Equity		2,356		2,356		—		—
		Mutual Fund Small/Mid U.S. Equity		237		237		—		—
		Mutual Fund International		100		100		—		—
		Mutual Fund Broad U.S. Equity		24		24		—		—
		Mutual Fund Balanced		53		53		—		—
		Mutual Fund Fixed Income		331		331		—		—

Total assets at fair value			$	90,735	$	83,198	$	7,537	$	—

*Liabilities:*
Total liabilities at fair value			$	—	$	—	$	—	$	—

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

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NOTE 7—FAIR VALUE MEASUREMENTS (Continued)

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

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

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

NOTE 8—INCOME TAXES

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

		Twenty-six Weeks Ended

		September 30, 2010			October 1, 2009
Income tax expense (benefit) at the federal statutory rate		$	21,150		$	(5,300	)
Effect of:
	State income taxes		5,050			1,250
	Permanent items		(50	)		(400	)
	Valuation allowance		(20,800	)		4,450

Income tax expense (benefit)		$	5,350		$	—

Effective income tax rate			8.9	%		—	%

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

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September 30, 2010

(Unaudited)

NOTE 9—EMPLOYEE BENEFIT PLANS

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

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

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

		Pension Benefits						Other Benefits

(In thousands)		September 30, 2010			October 1, 2009			September 30, 2010			October 1, 2009
Components of net periodic benefit cost:
	Service cost	$	45		$	45		$	39		$	52
	Interest cost		1,153			1,101			319			324
	Expected return on plan assets		(996	)		(747	)		—			—
	Amortization of gain		(3	)		(9	)		—			(69	)
	Amortization of prior service credit		—			—			(217	)		(136	)

Net periodic benefit cost		$	199		$	390		$	141		$	171

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

		Pension Benefits						Other Benefits

(In thousands)		September 30, 2010			October 1, 2009			September 30, 2010			October 1, 2009
Components of net periodic benefit cost:
	Service cost	$	91		$	90		$	77		$	104
	Interest cost		2,304			2,202			638			648
	Expected return on plan assets		(1,992	)		(1,495	)		—			—
	Amortization of (gain) loss		151			149			—			(138	)
	Amortization of prior service credit		—			—			(433	)		(272	)

Net periodic benefit cost		$	554		$	946		$	282		$	342

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

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September 30, 2010

(Unaudited)

NOTE 10—COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 10—COMMITMENTS AND CONTINGENCIES (Continued)

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

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

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

NOTE 11—RELATED PARTY TRANSACTIONS

Amended and Restated Fee Agreement

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

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MARQUEE HOLDINGS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30, 2010

(Unaudited)

NOTE 11—RELATED PARTY TRANSACTIONS (Continued)

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

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

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

Forward Looking Statements

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

•: national, regional and local economic conditions that may affect the markets in which we or our joint venture investees operate;
•: the levels of expenditures on entertainment in general and movie theatres in particular;
•: increased competition within movie exhibition or other competitive entertainment mediums;
•: technological changes and innovations, including alternative methods for delivering movies to consumers;
•: the popularity of theatre attendance and major motion picture releases;
•: shifts in population and other demographics;
•: our ability to renew expiring contracts at favorable rates, or to replace them with new contracts that are comparably favorable to us;
•: our ability to integrate Kerasotes Showplace Theatres, LLC ("Kerasotes") and achieve anticipated synergies with minimal disruption to our business;
•: our need for, and ability to obtain, additional funding for acquisitions and operations;
•: risks and uncertainties relating to our significant indebtedness;
•: fluctuations in operating costs;
•: capital expenditure requirements;
•: changes in interest rates; and
•: changes in accounting principles, policies or guidelines.

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

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

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

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

Significant Events

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

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

Overview

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

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

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

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

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

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

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

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

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

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

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Operating Results

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

		Thirteen Weeks Ended							Twenty-six Weeks Ended

(In thousands)		September 30, 2010		October 1, 2009		% Change			September 30, 2010		October 1, 2009		% Change
Revenues
Theatrical exhibition
	Admissions	$	458,572	$	390,498		17.4	%	$	907,169	$	836,725		8.4	%
	Concessions		179,712		147,381		21.9	%		355,671		321,041		10.8	%
	Other theatre		15,341		13,173		16.5	%		31,737		28,598		11.0	%

	Total revenues	$	653,625	$	551,052		18.6	%	$	1,294,577	$	1,186,364		9.1	%

Operating Costs and Expenses
Theatrical exhibition
	Film exhibition costs	$	242,181	$	208,328		16.2	%	$	481,004	$	457,429		5.2	%
	Concession costs		23,805		15,905		49.7	%		44,301		35,070		26.3	%
	Operating expense		173,835		143,391		21.2	%		321,476		293,568		9.5	%
	Rent		121,481		108,311		12.2	%		236,035		220,684		7.0	%

			561,302		475,935		17.9	%		1,082,816		1,006,751		7.6	%

General and administrative expense:
	Merger, acquisition and transaction costs		5,223		43		*	%		10,979		324		*	%
	Management Fee		1,250		1,250		—	%		2,500		2,500		—	%
	Other		18,040		13,075		38.0	%		31,111		26,158		18.9	%
Depreciation and amortization			52,355		46,689		12.1	%		100,958		95,477		5.7	%

	Operating costs and expenses	$	638,170	$	536,992		18.8	%	$	1,228,364	$	1,131,210		8.6	%

*: Percentage change in excess of 100%

		Thirteen Weeks Ended				Twenty-six Weeks Ended

		September 30, 2010		October 1, 2009		September 30, 2010		October 1, 2009
Operating Data—Continuing Operations (at period end):
	New theatre screens		14		—		14		6
	Screens acquired		—		—		960		—
	Screen dispositions		52		36		183		44
	Average screens—continuing operations(1)		5,237		4,509		5,035		4,521
	Number of screens operated						5,304		4,574
	Number of theatres operated						378		304
	Screens per theatre						14.0		15.0
	Attendance (in thousands)—continuing operations(1)		53,845		46,782		105,479		100,485

(1): Includes consolidated theatres only.

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

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

			Thirteen Weeks Ended						Twenty-six Weeks Ended

(In thousands)			September 30, 2010			October 1, 2009			September 30, 2010			October 1, 2009
Earnings (loss) from continuing operations			$	52,640		$	(15,503	)	$	55,069		$	(15,083	)
Plus:
	Income tax provision (benefit)			(1,250	)		(1,000	)		5,350			—
	Interest expense			41,845			41,882			83,797			79,144
	Depreciation and amortization			52,355			46,689			100,958			95,477
	Certain operating expenses(1)			1,568			832			(7,907	)		1,788
	Equity in earnings of non-consolidated entities			(5,332	)		(4,348	)		(3,566	)		(10,610	)
	Gain on NCM, Inc. stock sale			(64,648	)		—			(64,648	)		—
	Investment income			(54	)		(33	)		(104	)		(132	)
	Other income(2)			—			450			—			11,276
	General and administrative expense—unallocated:
		Merger, acquisition and transaction costs		5,223			43			10,979			324
		Management fee		1,250			1,250			2,500			2,500
		Stock-based compensation expense		728			427			864			838

Adjusted EBITDA(3)			$	84,325		$	70,689		$	183,292		$	165,522

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

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

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

•: does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;
•: does not reflect changes in, or cash requirements for, our working capital needs;

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•: does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments, on our debt;
•: excludes tax payments that represent a reduction in cash available to us;
•: does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; and
•: does not reflect management fees that may be paid to our sponsors.

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

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

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

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

General and Administrative Expense:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

General and Administrative Expense:

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

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

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

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

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

Holding Company Status

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

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

Cash Flows provided by Operating Activities

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

Cash Flows used in Investing Activities

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

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

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

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

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

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Cash Flows used in Financing Activities

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

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

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

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

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

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

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

Investment in NCM LLC

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

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Commitments and Contingencies

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

(In thousands)	Minimum Capital and Financing Lease Payments		Principal Amount of Corporate Borrowings(1)		Interest Payments on Corporate Borrowings(2)		Minimum Operating Lease Payments		Acquisitions and Capital Related Betterments(3)		Pension Funding(4)		Total Commitments

2011	$	10,096	$	6,500	$	153,521	$	436,448	$	18,234	$	5,753	$	630,552
2012		8,894		6,500		153,391		438,158		10,323		976		618,242
2013		7,926		609,375		151,250		425,731		—		—		1,194,282
2014		7,612		300,000		139,145		399,275		—		—		846,032
2015		7,683		240,795		99,086		395,984		—		—		743,548
Thereafter		76,304		925,000		252,917		2,500,207		—		—		3,754,428

Total	$	118,515	$	2,088,170	$	949,310	$	4,595,803	$	28,557	$	6,729	$	7,787,084

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

Item 4. Controls and Procedures.

(a): Evaluation of disclosure controls and procedures.

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

(b): Changes in internal controls.

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

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

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

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

Item 1A. Risk Factors

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

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Item 6. Exhibits.

EXHIBIT INDEX

EXHIBIT NUMBER			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 AMCE's Current Report on Form 8-K (File No. 1-8747) filed on June 24, 2005).
	2.2		Agreement and Plan of Merger, dated as of July 22, 2004 by and among Marquee Holdings Inc., Marquee Inc. and AMCE (incorporated by reference from Exhibit 2.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 23, 2004).
	2.3		Agreement and Plan of Merger, dated June 11, 2007, by and among AMC Entertainment Holdings, Inc., Marquee Holdings Inc., and Marquee Merger Sub Inc. (incorporated by reference from Exhibit 2.1 to the Company's Form 8-K filed on June 13, 2007).
	3.1		Third Amended and Restated Certificate of Incorporation of Marquee Holdings Inc. (incorporated by reference from Exhibit 3.1 to the Company's Form 8-K filed on June 13, 2007).
	3.2		Third Amended and Restated Bylaws of Marquee Holdings Inc. (incorporated by reference from Exhibit 3.2 to the Company's Form 8-K filed on June 13, 2007).
	10.1		Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement dated as of August 6, 2010, by and between National CineMedia, LLC and American Multi-Cinema, Inc. (filed as Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-33296) of National CineMedia, Inc., filed on August 10, 2010, and incorporated herein by reference).
	10.2		AMC Entertainment Holdings, Inc. 2010 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 14, 2010).
	10.3		AMC Entertainment Holdings, Inc. Nonqualified Stock Option Award Agreement (incorporated by reference from Exhibit 10.2 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 14, 2010).
	10.4		AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Time Vesting) (incorporated by reference from Exhibit 10.3 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 14, 2010).
	10.5		AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Performance Vesting) (incorporated by reference from Exhibit 10.4 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 14, 2010).
	*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
	*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
	*32.1		Section 906 Certifications of Gerardo I. Lopez (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.

*: Filed herewith

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SIGNATURES

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


				MARQUEE HOLDINGS INC.
		Date: November 9, 2010		/s/ GERARDO I. LOPEZ Gerardo I. Lopez Chief Executive Officer, Director and President
		Date: November 9, 2010		/s/ CRAIG R. RAMSEY Craig R. Ramsey Executive Vice President and Chief Financial Officer

Marquee Holdings Inc. 10-Q