UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A
(Amendment No. 1)

(Mark One)

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

For the quarterly period ended June 29, 2006

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 1-8747

AMC ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

Delaware		43-1304369
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
920 Main
Kansas City, Missouri		64105
(Address of principal executive offices)		(Zip Code)

(816) 221-4000

(Registrant’s telephone number, including area code)

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

Yes x No o

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

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

Yes o No x

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

Explanatory Note: AMC Entertainment Inc., hereby amends Parts I and II of its Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2006 to include the amended Item 1. Financial Statements (unaudited), Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 4. Controls and Procedures and Item 6. Exhibits which gives effect to the restatement for stock option awards and reflect discontinued operations described in Note 3 and adds disclosure about a related material weakness in our internal control over financial reporting. There have been no other changes, events or other transactions to recognize since the original filing date.

AMC ENTERTAINMENT INC. AND SUBSIDIARIES
INDEX

		Page Number
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Statements of Operations	5
	Consolidated Balance Sheets	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 4.	Controls and Procedures	42
	PART II—OTHER INFORMATION
Item 6.	Exhibits	44
	Signatures	53

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. (Unaudited)

Restatement of Financial Statements

In connection with an ongoing review of its quarterly mark-to-market accounting for its liability classified stock option awards, the Company determined that its financial statements as of and for the thirteen weeks ended June 29, 2006 and as of March 30, 2006 needed to be restated to correct the following items:

Stock Option Awards

The Company has no stock-based compensation arrangements of its own, however its parent, Marquee Holdings Inc. (“Holdings”), granted options on December 23, 2004 to certain members of management to purchase Holdings stock. Because the employees to whom the options were granted are employed by the Company, the Company has reflected the stock-based compensation expense associated with the options within its consolidated statements of operations. Due to the existence of certain put options, at the time the stock options were granted, the Company determined that the stock options for two members of management should be recorded as liabilities with changes in the estimated fair value of those options recorded through a charge or credit to the statement of operations. Holdings also has a call option relating to the options (and the underlying shares) similar to the call option referred to above.

During February 2007, the Company determined that the options held by one member of management that were previously recorded as a liability should have been recorded as a component of permanent equity because Holdings does not intend to exercise its call option on the vested options (or shares obtained upon exercise of the options) and since the put option on the vested options (or shares obtained upon exercise of options) is not within the employee's control. Accordingly, the Company has restated its financial statements as of and for the thirteen weeks ended June 29, 2006 and as of March 30, 2006 to reverse the previously recorded mark to market effects relating to the stock options awarded to this member of management that had been incorrectly classified as liabilities and to reflect these options as additional paid-in capital (rather than as liabilities). There was no impact on net cash provided by operating activities as a result of the above mentioned items.

The Company has restated its financial statements for the thirteen week period ended June 29, 2006 and as of March 30, 2006 to record the net effect of the adjustments referred discussed above. The net effects of the adjustments recorded to restate the financial statements are summarized as follows (dollars in thousands):

	Stock based
	Compensation
Thirteen Weeks Ended June 29, 2006	Expense(1)
Decrease in Other Long-Term Liabilities(2)		$	799
Increase in Additional Paid-in Capital(2)		$	3,136
Increase in Accumulated Deficit(2)		$	2,114
Increase in Net Loss		$	223

(1) Included within Other G&A

(2) Refer to discussion of the adjustment for stock option awards above

All previously reported amounts affected by the restatement that appear elsewhere in these footnotes to the consolidated financial statements have also been restated. See Note 1 to the Consolidated Financial Statements for additional information.

Reclassification for Discontinued Operations

As previously disclosed in our Form 10-Q for the period ended December 28, 2006, we have divested of certain operations that met the criteria for reporting as discontinued operations. Under generally accepted accounting principles, we are required to reclassify previously reported prior period financial statements to reflect the discontinued operations on a basis comparable to the current presentation. Generally accepted accounting principles require our financial statements that were included in our fiscal 2006 Annual Report on Form 10-K to be updated for discontinued operations in our fiscal 2007 Annual Report on Form 10-K. We have previously provided certain financial information that has been revised in advance of filing our fiscal 2007 Annual Report on Form 10-K in our Form 8-K filed on February 22, 2007 and our Form 8-K/A as filed on April 16, 2007. Annual Report on Form 10-K in our Form 8-K filed on February 22, 2007. The historical financial information included herein has been revised and updated from its original presentation to incorporate the following:

· the reclassification of the results of operations for certain assets which we sold on May 11, 2006, that meet the criteria for discontinued operations to be presented as such in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets and the addition to Note 3 to the Notes to the Consolidated Financial Statements in Item 1, Financial Statements (unaudited);

· reclassifications in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations;

The information included in this Amendment No. 1 on Form 10-Q/A is presented in connection with the changes described above. The information, with respect to the reclassification for discontinued operations, contained in this Amendment No. 1 on Form 10-Q/A is presented for the thirteen weeks ended as of June 29, 2006, and except as indicated above with respect to restatements, this information has not been updated to reflect financial results subsequent to that date or any other changes since the date of the Company's Current Report on Form 8-K dated February 22, 2007. Other than the reclassification and footnote disclosures discussed above related to the reclassification for discontinued operations and the changes related to the restatements discussed above there is no change to the Company’s previously reported consolidated operating results. There is no change to the Company’s previously reported consolidated financial condition or cash flows except as discussed above related to the restatement. Therefore, this filing should be read together with other documents we have filed with the SEC subsequent to the filing of the original Current Report on Form 8-K filed on February 22, 2007 and our Form 8-K/A as filed on April 16, 2007. Information in such reports and documents updates and supersedes certain information contained in this document.

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	Thirteen Weeks Ended
	June 29, 2006				June 30, 2005
	(restated)
Revenues
Admissions		$	435,640			$	269,954
Concessions		181,044				109,138
Other revenue		29,150				24,710
Total revenues		645,834				403,802
Costs and Expenses
Film exhibition costs		227,951				148,627
Concession costs		22,015				11,521
Operating expense		155,181				103,654
Rent		112,319				75,805
General and administrative:
Merger and acquisitions costs		3,751				1,680
Management fee		1,250				500
Other		15,773				10,089
Preopening expense		1,042				8
Theatre and other closure expense		2,043				634
Restructuring charges		—				3,069
Depreciation and amortization		63,896				35,947
Disposition of assets and other gains		1,436				(667		)
Total costs and expenses		606,657				390,867
Other expense (income)
Other		(1,460		)		(1,116		)
Interest expense
Corporate borrowings		50,011				24,789
Capital and financing lease obligations		1,328				1,199
Investment expense (income)		(322		)		540
Total other expense		49,557				25,412
Loss from continuing operations before income taxes		(10,380		)		(12,477		)
Income tax provision (benefit)		300				(6,400		)
Loss from continuing operations		(10,680		)		(6,077		)
Loss from discontinued operations, net of income tax provision		2,679				(21,630		)
Net loss		$	(8,001	)		$	(27,707	)

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 29, 2006				March 30, 2006
	(restated)				(restated)
ASSETS
Current assets:
Cash and equivalents		$	343,477			$	230,115
Receivables, net of allowance for doubtful accounts of $1,204 as of June 29, 2006 and $1,339 as of March 30, 2006		62,627				56,611
Other current assets		35,634				34,647
Current assets held for sale		308				4,726
Total current assets		442,046				326,099
Property, net		1,456,217				1,501,048
Intangible assets, net		261,973				273,308
Goodwill		2,013,241				2,018,318
Deferred income taxes		5,584				3,564
Other long-term assets		167,306				167,916
Noncurrent assets held for sale		40,982				112,337
Total assets		$	4,387,349			$	4,402,590
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable		$	163,394			$	150,383
Accrued expenses and other liabilities		180,013				157,068
Deferred revenues and income		93,808				95,812
Current maturities of corporate borrowings and capital and financing lease obligations		28,959				30,804
Current liabilities held for sale		2,579				8,233
Total current liabilities		468,753				442,300
Corporate borrowings		2,218,440				2,223,869
Capital and financing lease obligations		45,192				64,016
Other long-term liabilities		414,966				416,593
Noncurrent liabilities held for sale		11,990				11,903
Total liabilities		3,159,341				3,158,681
Stockholder’s equity:
Common Stock, 1¢ par value; 1 share issued as of June 29, 2006 and March 30, 2006		—				—
Additional paid-in capital		1,481,226				1,480,206
Accumulated other comprehensive loss		(19,578		)		(10,658		)
Accumulated deficit		(233,640		)		(225,639		)
Total stockholder’s equity		1,228,008				1,243,909
Total liabilities and stockholder’s equity		$	4,387,349			$	4,402,590

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Thirteen Weeks Ended
	June 29, 2006				June 30, 2005
	(restated)
INCREASE IN CASH AND EQUIVALENTS
Cash flows from operating activities:
Net loss		$	(8,001	)		$	(27,707	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		64,441				38,215
Non-cash portion of stock-based compensation		1,020				1,116
Non-cash portion of pension and postretirement expense		1,611				847
Deferred income taxes		(854		)		11,500
Equity in losses from investments		2,157				646
Disposition of assets and other (gains) losses		(103		)		8
Change in assets and liabilities, net of effects from acquisition:
Receivables		(2,765		)		(7,709		)
Other assets		(4,440		)		(2,076		)
Accounts payable		21,525				12,259
Accrued expenses and other liabilities		19,291				4,795
Other, net		2,007				776
Net cash provided by operating activities		95,889				32,670
Cash flows from investing activities:
Capital expenditures		(32,843		)		(16,072		)
Loan to NCM		—				(1,850		)
Proceeds on disposal—discontinued operations		—				44,861
Proceeds on disposal—continuing operations		66,113				—
Net change in reimbursable construction advances		749				(5,803		)
Other, net		(5,191		)		(1,067		)
Net cash provided by investing activities		28,828				20,069
Cash flows from financing activities:
Repayment of Cinemex Credit Facility		(602		)		—
Principal payments under capital and financing lease obligations		(955		)		(843		)
Principal payments under mortgage		(27		)		—
Payments on Term Loan B		(1,625		)		—
Change in construction payables		(9,195		)		3,453
Deferred financing costs		(1,777		)		(1,151		)
Net cash (used in) provided by financing activities		(14,181		)		1,459
Effect of exchange rate changes on cash and equivalents		2,826				1,023
Net increase in cash and equivalents		113,362				55,221
Cash and equivalents at beginning of period		230,115				70,949
Cash and equivalents at end of period		$	343,477			$	126,170
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest (including amounts capitalized of $276 and $483)		$	17,366			$	6,183
Income taxes paid (refunded)		732				(6		)
Schedule of non-cash investing and financing activities:
Assets capitalized under EITF 97-10		$	—			$	1,734

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 29, 2006
(Unaudited)

NOTE 1—BASIS OF PRESENTATION

AMC Entertainment Inc. (“AMCE” or the “Company”) is an intermediate holding company which, through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. (“AMC”) and its subsidiaries Grupo Cinemex, S.A. de C.V. (“Cinemex”) and AMC Entertainment International, Inc. (“AMCEI”) and its subsidiaries, is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Canada (“U.S. and Canada” formerly, North American theatrical exhibition) and in Mexico, Argentina, Brazil, Chile, Uruguay, China (Hong Kong), France, Spain and the United Kingdom. The Company discontinued its operations in Japan during the first quarter of fiscal 2006. The Company’s U.S. and Canada theatrical exhibition business is conducted through AMC and AMCEI. The Company’s International theatrical exhibition business is conducted primarily through Cinemex and AMCEI. See Note 2 for a discussion of the Merger with Loews on January 26, 2006.

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/A for the year (52 weeks) ended March 30, 2006. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company’s financial position and results of operations. Due to the seasonal nature of the Company’s business, results for the thirteen weeks ended June 29, 2006 are not necessarily indicative of the results to be expected for the fiscal year (52 weeks) ending March 29, 2007.

The March 30, 2006 consolidated balance sheet data was derived from the audited balance sheet included in the 10-K/A, but does not include all disclosures required by generally accepted accounting principles.

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

Restatement: In connection with an ongoing review of its quarterly mark-to-market accounting for its liability classified stock option awards, the Company determined that its financial statements as of and for the thirteen weeks ended June 29, 2006 and as of March 30, 2006 needed to be restated to correct the following items:

Stock Option Awards

The Company has no stock-based compensation arrangements of its own, however its parent, Holdings, granted options on December 23, 2004 to certain members of management to purchase Holdings stock. Because the employees to whom the options were granted are employed by the Company, the Company has reflected the stock-based compensation expense associated with the options within its consolidated statements of operations. Due to the existence of certain put options, at the time the stock options were granted, the Company determined that the stock options for two members of management should be recorded as liabilities with changes in the estimated fair value of those options recorded through a charge or credit to the statement of operations. Holdings also has a call option relating to the options (and the underlying shares) similar to the call option referred to above.

During February 2007, the Company determined that the options held by one member of management that were previously recorded as a liability should have been recorded as a component of

permanent equity because Holdings does not intend to exercise its call option on the vested options (or shares obtained upon exercise of the options) and since the put option on the vested options (or shares obtained upon exercise of options) is not within the employee’s control. Accordingly, the Company has restated its financial statements as of and for the thirteen weeks ended June 29, 2006 and as of March 30, 2006 to reverse the previously recorded mark to market effects relating to the stock options awarded to this member of management that had been incorrectly classified as liabilities and to reflect these options as additional paid-in capital (rather than as liabilities). There was no impact on net cash provided by operating activities as a result of the above mentioned items.

The Company has restated its financial statements for the thirteen weeks ended June 29, 2006 and as of March 30, 2006 to record the net effect of the adjustments referred discussed above. The net effects of the adjustments recorded to restate the financial statements are summarized as follows (dollars in thousands):

	Stock based
	Compensation
Thirteen Weeks Ended June 29, 2006	Expense(1)
Decrease in Other Long-Term Liabilities (2)		$	799
Increase in Additional Paid-in Capital (2)		$	3,136
Increase in Accumulated Deficit(2)		2,114
Increase in Net Loss		$	223

(1) Included within Other G&A

(2) Refer to discussion of the adjustment for stock option awards above

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

	Thirteen Weeks Ended
	June 29, 2006
	As							Discontinued				As Restated
	Reported			Restatement(1)				Operations(2)				& Adjusted
Revenues
Admissions	$	439,532			$	—			$	(3,892	)		$	435,640
Concessions	182,336				—				(1,292		)		181,044
Other revenue	29,322				—				(172		)		29,150
Total revenues	651,190				—				(5,356		)		645,834
Costs and Expenses
Film exhibition costs	229,852				—				(1,901		)		227,951
Concession costs	22,270				—				(255		)		22,015
Operating expense	156,370				—				(1,189		)		155,181
Rent	113,729				—				(1,410		)		112,319
General and administrative:
Merger and acquisition costs	3,751				—				—				3,751
Management fee	1,250				—				—				1,250
Other	15,600				223				(50		)		15,773
Preopening expense	1,042				—				—				1,042
Theatre and other closure expense	2,043				—				—				2,043
Restructuring charge	—				—				—				—
Depreciation and amortization	64,441				—				(545		)		63,896
Impairment of long-lived assets	—				—				—				—
Disposition of assets and other gains	(1,453		)		—				2,889				1,436
Total costs and expenses	608,895				223				(2,461		)		606,657
Other expense (income)
Other income	(1,460		)		—				—				(1,460		)
Interest expense
Corporate borrowings	50,011				—				—				50,011
Capital and financing lease obligations	1,548				—				(220		)		1,328
Investment income	(326		)		—				4				(322		)
Total other expense	49,773				—				(216		)		49,557
Earnings (loss) from continuing operations before income taxes	(7,478		)		(223		)		(2,679		)		(10,380		)
Income tax provision (benefit)	300				—				—				300
Earnings (loss) from continuing operations	(7,778		)		(223		)		(2,679		)		(10,680		)
Earnings (loss) from discontinued operations, net of income taxes	—				—				2,679				2,679
Net earnings (loss)	$	(7,778	)		$	(223	)		$	—			$	(8,001	)

	As of
	June 29, 2006
	As							As
	Reported			Restatement(1)				Restated
Assets
Current assets:
Cash	$	343,477			$	—		$	343,477
Receivables	62,627				—			62,627
Other current assets	35,634				—			35,634
Current assets held for sale	308				—			308
Total current assets	442,046				—			442,046
Property	1,456,217				—			1,456,217
Intangible assets	261,973				—			261,973
Goodwill	2,013,241				—			2,013,241
Deferred income taxes	5,584				—			5,584
Other long-term assets	167,306				—			167,306
Non-current assets held for sale	40,982				—			40,982
Total assets	$	4,387,349			$	—		$	4,387,349
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	163,394			$	—		$	163,394
Accrued expenses and other liabilities	180,013				—			180,013
Deferred revenues and income	93,808				—			93,808
Current maturities	28,959				—			28,959
Current liabilities held for sale	2,579				—			2,579
Total current liabilities	468,753				—			468,753
Corporate borrowings	2,218,440				—			2,218,440
Capital and financing lease obligations	45,192				—			45,192
Other long-term liabilities	415,765				(799		)	414,966
Non-current liabilities held for sale	11,990				—			11,990
Total liabilities	3,160,140				(799		)	3,159,341
Stockholders' equity:
Common stock	—				—			—
Additional paid-in capital	1,478,090				3,136			1,481,226
Accumulated other comprehensive income	(19,578		)		—			(19,578		)
Accumulated deficit	(231,303		)		(2,337		)	(233,640		)
Total stockholders' equity	1,227,209				799			1,228,008
Total liabilities and equity	$	4,387,349			$	—		$	4,387,349

	As of
	March 30, 2006
	As							As
	Reported			Restatement(1)				Restated
Assets
Current assets:
Cash	$	230,115			$	—		$	230,115
Receivables	56,611				—			56,611
Other current assets	34,647				—			34,647
Current assets held for sale	4,726				—			4,726
Total current assets	326,099				—			326,099
Property	1,501,048				—			1,501,048
Intangible assets	273,308				—			273,308
Goodwill	2,018,318				—			2,018,318
Deferred income taxes	3,564				—			3,564
Other long-term assets	167,916				—			167,916
Non-current assets held for sale	112,337				—			112,337
Total assets	$	4,402,590			$	—		$	4,402,590
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	150,383			$	—		$	150,383
Accrued expenses and other liabilities	157,068				—			157,068
Deferred revenues and income	95,812				—			95,812
Current maturities	30,804				—			30,804
Current liabilities held for sale	8,233				—			8,233
Total current liabilities	442,300				—			442,300
Corporate borrowings	2,223,869				—			2,223,869
Capital and financing lease obligations	64,016				—			64,016
Other long-term liabilities	417,018				(425		)	416,593
Non-current liabilities held for sale	11,903				—			11,903
Total liabilities	3,159,106				(425		)	3,158,681
Stockholders' equity:
Common stock	—				—			—
Additional paid-in capital	1,477,667				2,539			1,480,206
Accumulated other comprehensive income	(10,658		)		—			(10,658		)
Accumulated deficit	(223,525		)		(2,114		)	(225,639		)
Total stockholders' equity	1,243,484				425			1,243,909
Total liabilities and equity	$	4,402,590			$	—		$	4,402,590

(1) As discussed in this Note, the Company restated its financial statements for stock option awards.

(2) As discussed in Note 3—Discontinued Operations, the Company classified the results of operations of its Iberia theatres as discontinued operations during the thirteen weeks ended December 28, 2006. As a result conforming classifications are made for these periods. The reclassification for discontinued operations was not an error in the prior financial statements, rather it was performed to be consistent with the treatment in the annual financial statements.

Discontinued Operations: The results of operations for the Company’s discontinued operations have been eliminated from the Company’s continuing operations and classified as discontinued operations for each period presented within the Company’s Consolidated Statements of Operations. See Note 3—Discontinued Operations.

Assets held for Sale: In conjunction with the Merger (see Note 2), the Company entered into a Final Judgment with the Antitrust Division of the United States Department of Justice and judgments and consent decrees with various States. These judgments and decrees require the Company to hold separate and divest itself of certain theatres. As a result, the Company has classified the assets and liabilities of these theatres as held for sale. The Company sold 4 of these theatres during the 13 weeks ended June 29, 2006.

Additionally, the Company entered into an agreement to sell its consolidated operations in Spain and Portugal and as a result, the Company classified the assets and liabilities of these theatres as held for sale as of March 30, 2006. These sales were subsequently consummated on May 11, 2006.

NOTE 2—ACQUISITIONS

On June 20, 2005, Marquee Holdings Inc. (“Holdings”), the parent company of AMCE, entered into a merger agreement with LCE Holdings, Inc. (“LCE Holdings”), the parent of Loews Cineplex Entertainment Corporation (“Loews”), pursuant to which LCE Holdings merged with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews merged with and into the Company, with the Company continuing after the merger (the “Merger” and collectively, the “Mergers”). The transaction closed on January 26, 2006. Upon completion of the Mergers, the stockholders of Holdings immediately prior to the Mergers, including affiliates of J.P. Morgan Partners, LLC and Apollo Management, L.P., held approximately 60% of the outstanding capital stock of Holdings, and the stockholders of LCE Holdings immediately prior to the Merger, including affiliates of Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors (collectively with J.P. Morgan Partners, LLC and Apollo Management, L.P., the “Sponsors”), held approximately 40% of the outstanding capital stock of Holdings.

The Company has accounted for the Merger as a purchase in accordance with SFAS No. 141, Business Combinations, for an estimated purchase price of $540,671,000. Results of operations of Loews are included in the Company’s Consolidated Statements of Operations from January 26, 2006. The acquisition included 112 theatres with 1,308 screens in the United States, 40 theatres with 443 screens in Mexico (Cinemex), 4 managed/joint venture theatres with 55 screens in the United States and a 50% interest in Yelmo Cineplex, S.L. operating 27 theatres with 311 screens in Spain that is accounted for using the equity method. The Merger did not constitute a change in control.

Pro Forma Effect of Merger Transactions

The pro forma financial information presented below sets forth the Company’s pro forma consolidated statement of operations for the thirteen weeks ended June 30, 2005 to give effect to the Mergers and the related debt issuances as if each transaction occurred on April 1, 2005. Such information is presented for comparative purposes only and does not purport to represent what the Company’s results of operations would actually have been had these transactions occurred on the date indicated or to project its results of operations for any future period or date.

	Thirteen Weeks Ended
(In thousands)	Pro Forma June 30, 2005
	(restated)
Revenues
Admissions		$	400,326
Concessions		165,977
Other revenue		34,444
Total revenues		600,747
Cost of operations		389,486
Rent		104,014
General and administrative:
Merger and acquisition costs*		3,821
Management fee		1,250
Other		21,162
Preopening expense		19
Theatre and other closure expense		634
Restructuring charge		3,089
Depreciation and amortization		68,649
Disposition of assets and other gains		(468		)
Total costs and expenses		591,656
Other income		(1,116		)
Interest expense		48,370
Investment expense		1,995
Total other expense		49,249
Loss from continuing operations before income taxes		(40,158		)
Income tax provision		2,400
Loss from continuing operations		(42,558		)
Loss from discontinued operations		(21,630		)
Net loss		$	(64,188	)

* Primarily represents nonrecurring costs for the Merger Transactions.

NOTE 3—DISCONTINUED OPERATIONS

On May 11, 2006, the Company sold two of its wholly-owned subsidiaries, AMC Entertainment Espana S.A. and Actividades Multi-Cinemeas E Espectaculos, LDA (collectively “Iberia”), which owned and operated 4 theatres with 86 screens in Spain and 1 theatre with 20 screens in Portugal, for a cash sales price of $35,446,000. At the date of the sale these operations did not meet the criteria for discontinued operations because of continuing involvement in the region through an equity method investment in Yelmo. In December 2006, the Company disposed of its investment in Yelmo, which owned and operated 27 theatres with 310 screens in Spain, for proceeds of $52,137,000. There was no gain or loss recorded on the sale of Yelmo. The investment in Yelmo was reported within other long-term assets at June 29, 2006

and March 30, 2006. The Company no longer has continuing involvement in the region as a result of the sale of Yelmo and the results of the operations in Iberia have been classified as discontinued operations as the Company no longer has operations or significant cash flows from the Iberia component.

Information presented for all periods reflects the discontinued classification. The results of operations of the Iberia theatres were previously reported in the Company’s International theatrical exhibition operating segment. The Company has recorded a gain on sale of Iberia of approximately $2,609,000 which is included in discontinued operations. Goodwill of $11.7 million was allocated to the Iberia theatres in connection with the sale. The Iberia assets and liabilities were classified as held for sale at March 30, 2006.

Components of amounts reflected as earnings (loss) from discontinued operations for Iberia in the Company’s Consolidated Statements of Operations are presented in the following table:

Statements of operations data:

	Thirteen Weeks Ended
	June 29, 2006			June 30, 2005
Revenues
Admissions	$	3,892		$	6,452
Concessions	1,292			2,195
Other revenue	172			333
Total revenues	5,356			8,980
Costs and Expenses:
Film exhibition costs	1,901			3,090
Concession costs	255			208
Operating expense	1,189			2,867
Rent	1,410			2,881
General and administrative—other	50			90
Depreciation and amortization	545			1,564
Disposition of assets and other gains	(2,889		)	—
Total costs and expenses	2,461			10,700
Other expense (income)
Interest expense
Capital and financing lease obligations	220			486
Investment income	(4		)	—
Total other expense	216			486
Earnings (loss) before income taxes	2,679			(2,206		)
Income tax provision	—			100
Loss from discontinued operations	$	2,679		$	(2,306	)

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

The operations and cash flows of the Japan theatres were eliminated from the Company’s ongoing operations. The Company does not have any significant continuing involvement in the operations of the Japan theatres. The results of operations of the Japan theatres have been classified as discontinued operations, and information presented for all periods reflects the new classification. The operations of the Japan theatres were previously reported in the Company’s International theatrical exhibition operating

segment. Components of amounts reflected as loss from discontinued operations in the Company’s Consolidated Statements of Operations during the prior fiscal year are presented in the following table:

Statements of operations data:

	Thirteen Weeks Ended
(In thousands)	June 30, 2005
Revenues
Admissions		$	9,155
Concessions		1,736
Other		204
Total revenues		11,095
Expense
Film exhibition costs		4,855
Concession costs		312
Operating expense		2,726
Rent		3,254
General and administrative expense—other		768
Depreciation and amortization		704
Total costs and expenses		12,619
Loss before income taxes		(1,524		)
Income tax provision		17,800
Loss from discontinued operations		$	(19,324	)

Goodwill of $44,774,000 was allocated to Japan AMC Theatres Inc. and disposed of in connection with the consummation of the sale of that entity on June 30, 2005. The goodwill is not deductible for tax purposes as discussed in Note 9.

NOTE 4—COMPREHENSIVE LOSS

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

	Thirteen Weeks Ended
	June 29, 2006				June 30, 2005
	(restated)
Net loss		$	(8,001	)		$	(27,707	)
Foreign currency translation adjustment		(9,376		)		(2,364		)
Unrealized gain on Cinemex swap agreement		456				—
Increase in unrealized loss on marketable equity securities		—				(80		)
Total comprehensive loss		$	(16,921	)		$	(30,151	)

NOTE 5—GOODWILL AND OTHER INTANGIBLE ASSETS

Activity of goodwill by operating segment is presented below.

(In thousands)	U.S. and Canada			International				Total
Balance as of March 30, 2006	$	1,893,716			$	124,602		$	2,018,318
Currency translation adjustment	—				(4,958		)	(4,958		)
Fair value adjustments(1)	(119		)		—			(119		)
Balance as of June 29, 2006	$	1,893,597			$	119,644		$	2,013,241

(1) Adjustments to fair value relate primarily to assets and liabilities of theatres closed or sold and the true-up of liabilities during fiscal 2007.

			June 29, 2006							March 30, 2006
(In thousands)	Remaining Useful Life		Gross Carrying Amount			Accumulated Amortization				Gross Carrying Amount			Accumulated Amortization
Acquired Intangible Assets:
Amortizable Intangible Assets:
Favorable leases		1 to 13 years		$	115,860		$	(15,953	)		$	116,047		$	(13,079	)
Loyalty program		4 years		46,000			(17,078		)		46,000			(14,950		)
LCE trade name		5 years		2,300			(195		)		2,300			(80		)
LCE/Cinemex advertising and management contracts		3 to 25 years		48,422			(6,496		)		48,951			(2,841		)
Cinemex non-compete		2 years		6,428			(1,592		)		6,462			(313		)
Other intangible assets		1 to 16 years		27,532			(24,051		)		30,701			(26,922		)
Total, amortizable				$	246,542		$	(65,365	)		$	250,461		$	(58,185	)
Unamortized Intangible Assets:
AMC trademark				$	74,000						$	74,000
Cinemex trademark				6,796							7,032
Total, unamortized				$	80,796						$	81,032

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

	Thirteen Weeks Ended
	June 29, 2006			June 30, 2005
Recorded Amortization		$	10,299		$	3,948

Estimated amortization expense for the next five fiscal years for intangible assets owned as of June 29, 2006 is projected below:

(In thousands)	2007		2008		2009		2010		2011
Projected amortization expense	$	39,034	$	31,709	$	25,574	$	18,658	$	12,878

NOTE 6—STOCKHOLDER’S EQUITY

The Company accounts for stock options using the fair value method of accounting as prescribed by SFAS 123 (R) and SAB 107 and has valued the options using the Black-Scholes formula. The Company has recorded $1,020,000 and $1,116,000 of stock-based compensation expense related to these options within General and Administrative: Other and has recognized an income tax benefit of approximately $0 and $458,000 in its Consolidated Statements of Operations during the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively. One of the holders of stock options has written put rights deemed to be in

the holders control associated with his options whereby he can require Holdings to repurchase his options and as such $550,000 and $0 of the Stock-based Compensation obligation is recorded in additional paid-in capital in our Consolidated Balance Sheets at June 29, 2006 and March 30, 2006, respectively.

NOTE 7—THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

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

	Thirteen Weeks Ended
	June 29, 2006											June 30, 2005
	Theatre and Other				Merger Exit costs(1)				Total			Total
Beginning balance		$	21,716			$	4,618		$	26,334			$	28,506
Theatre and other closure expense		1,920				123			2,043				634
Transfer of deferred rent and capital lease obligations		—				—			—				641
Payments		(4,956		)		(749		)	(5,705		)		(3,289		)
Ending balance		$	18,680			$	3,992		$	22,672			$	26,492

(1) There were no merger exit costs recorded during the thirteen weeks ended June 30, 2005.

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

Theatre closure reserves at June 29, 2006 by operating segment are as follows (in thousands):

	June 29, 2006
U.S. and Canada Theatrical Exhibition		$	17,911
International Theatrical Exhibition		476
Other		261
Total segment reserves		18,648
Corporate		4,024
		$	22,672

NOTE 8—RESTRUCTURING

The Company recognizes restructuring charges based upon the nature of the costs incurred. Costs resulting from one-time termination benefits where employees are not required to render future service to receive the benefits are recognized and a liability is recorded when management commits to a plan of termination which identifies the number of employees to be terminated, their job classifications, locations, expected termination dates and when the plan is communicated to the employees and establishes the detailed terms of the benefits to be received by employees.

If employees are required to render service until they are terminated in order to receive the termination benefits, the benefits are measured at the fair value of the costs and related liabilities at the communication date and are recognized ratably over the future service period from the communication date.

During fiscal 2006, the Company recorded a liability of $27,090,000 related to one-time termination benefits and other costs for the displacement of approximately 230 associates in connection with the Mergers as part of purchase accounting. The Company recorded an additional $4,845,000 liability related to closures of Loews’ duplicate administrative facilities in connection with the Mergers as part of purchase accounting.

A summary of restructuring activity, is set forth below (in thousands):

	Thirteen Weeks Ended
	June 29, 2006
(In thousands)	Merger Severance Benefits
Beginning balance		$	10,571
Merger adjustment		(724		)
Payments		(8,095		)
Ending balance		$	1,752

Restructuring reserves at June 29, 2006 by operating segment are as follows (in thousands):

	June 29, 2006
U.S. and Canada Theatrical Exhibition		$	—
International Theatrical Exhibition		—
Other		—
Total Segment reserves		—
Corporate		1,752
		$	1,752

NOTE 9—INCOME TAXES

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

	Thirteen Weeks Ended
	June 29, 2006			June 30, 2005
	(restated)
Federal statutory rate		35.0	%		35.0	%
Non-deductible goodwill		—			(98.6	)
Valuation allowance		(42.2	)		(0.6	)
State income taxes, net of federal tax benefit		(1.0	)		(4.9	)
Other, net		4.3			(1.9	)
Effective tax rate		(3.9	)%		(71.0	)%

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

Based upon the consideration of all available evidence, the Company has provided a valuation allowance on deferred tax assets recorded beginning in the fourth quarter of fiscal year 2006. The Company continues to record a full valuation allowance against its deferred tax assets due to the uncertainty regarding the ultimate realization of those assets in all taxing jurisdictions with the exception of Mexico.

The Company determines income tax expense for interim periods by applying SFAS No. 109 and APB Opinion No. 28, Interim Financial Reporting, which prescribes the use of the full year’s estimated effective tax rate in financial statements for interim periods. As such, permanent differences such as state income taxes and changes in valuation allowance impact the Company’s effective tax rate. During the current period, income tax expense differed from the expected tax benefit using the U.S. federal statutory

tax rate of 35% primarily due to the change in valuation allowance recorded against net deferred tax assets. Additionally, income tax expense reflects the net expense related to the impact of the recently enacted Texas gross margins tax. The current year disposition of Portugal and Spain operations did not have a material impact on the income tax provision as the tax benefit derived from the sale was fully offset by an increase in valuation allowance. Non-deductible goodwill relates to the goodwill disposed of with the Japan theatres, which is discussed in Note 3.

NOTE 10—EMPLOYEE BENEFIT PLANS

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

The Company expects to make an annual pension contribution of $1,400,000 during its second fiscal quarter of 2007.

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

Net periodic benefit cost recognized for the three plans during the thirteen weeks ended June 29, 2006 and June 30, 2005 consists of the following:

	Pension Benefits								Other Benefits
(In thousands)	June 29, 2006				June 30, 2005				June 29, 2006			June 30, 2005
Components of net periodic benefit cost:
Service cost		$	797			$	959			$	228		$	173
Interest cost		1,315				1,150				387			261
Expected return on plan assets		(1,116		)		(909		)		—			—
Curtailment gain		—				—				—			(787		)
Net periodic benefit cost		$	996			$	1,200			$	615		$	(353	)

The Company’s reorganization activities commencing during fiscal 2005 resulted in a partial curtailment of the Company’s postretirement deferred compensation plan. The Company defers curtailment gains until they are realized and, as such, curtailment gains of $787,000 were recognized during the thirteen weeks ended June 30, 2005.

NOTE 11—OPERATING SEGMENTS

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

	Thirteen Weeks Ended
	June 29, 2006				June 30, 2005
	(restated)
Revenues
U.S. and Canada theatrical exhibition		$	597,691			$	393,346
International theatrical exhibition		48,129				5,001
Other		14				5,455
Total revenues		$	645,834			$	403,802
Segment Adjusted EBITDA
U.S. and Canada theatrical exhibition		$	116,247			$	67,512
International theatrical exhibition		13,992				(1,687		)
Other		(411		)		(514		)
Segment Adjusted EBITDA		$	129,828			$	65,311

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

	Thirteen Weeks Ended
	June 29, 2006				June 30, 2005
	(restated)
Loss from continuing operations before income taxes		$	(10,380	)		$	(12,477	)
Plus:
Interest expense		51,339				25,988
Depreciation and amortization		63,896				35,947
Preopening expense		1,042				8
Theatre and other closure expense		2,043				634
Restructuring charges		—				3,069
Disposition of assets and other gains		1,436				(667		)
Investment income(3)		(322		)		540
General and administrative expense—unallocated:
Merger and acquisition costs		3,751				1,680
Management fee		1,250				500
Other(1)		15,773				10,089
Segment Adjusted EBITDA		$	129,828			$	65,311

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

Long-term Assets	June 29, 2006				June 30, 2005
U.S. and Canada theatrical exhibition		$	4,226,040			$	3,047,398
International theatrical exhibition		368,705				103,726
Total segment long-term assets(2)		4,594,745				3,151,124
Construction in progress		30,068				43,242
Corporate		243,055				214,012
Accumulated depreciation-property		(853,827		)		(855,859		)
Accumulated amortization-intangible assets		(65,365		)		(39,561		)
Accumulated amortization-other long-term assets		(44,355		)		(37,828		)
Noncurrent assets held for sale		40,982				35,378
Consolidated long-term assets, net(2)		$	3,945,303			$	2,510,508

Long-term Assets, net of accumulated depreciation and amortization	June 29, 2006			June 30, 2005
U.S. and Canada theatrical exhibition		$	3,326,788		$	2,245,120
International theatrical exhibition		338,027			41,480
Total segment long-term assets(2)		3,664,815			2,286,600
Construction in progress		30,068			43,242
Corporate		209,438			145,288
Noncurrent assets held for sale		40,982			35,378
Consolidated long-term assets, net(2)		$	3,945,303		$	2,510,508

Consolidated Balance Sheet	June 29, 2006			June 30, 2005
Property, net		$	1,456,217		$	823,020
Intangible assets, net		261,973			185,596
Goodwill		2,013,241			1,309,624
Deferred income taxes		5,584			47,150
Other long-term assets		167,306			109,740
Noncurrent assets held for sale		40,982			35,378
Consolidated long-term assets(2)		$	3,945,303		$	2,510,508

(1) Including stock-based compensation expense of $1,020,000 and $1,116,000 for the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively.

(2) Consolidated long-term assets are comprised of property, intangible assets, deferred income taxes, goodwill, other long-term assets and noncurrent assets held for sale. Segment long term assets are comprised of property, intangibles and goodwill.

(3) Investment income includes equity in losses from investments of $2,157,000 and $646,000 during the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively.

NOTE 12—CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10 “Financial statements of guarantors and issuers of guaranteed securities registered or being registered.” This information is not necessarily intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with accounting principles generally accepted in the United States of America. Each of the subsidiary guarantors are 100% owned by the Company. The subsidiary guarantees of the Company’s debt are full and unconditional and joint and several. The Company’s investments in its consolidated subsidiaries are presented under the equity method of accounting.

Thirteen weeks ended June 29, 2006 (restated):

(In thousands)	Parent Obligor				Subsidiary Guarantors				Subsidiary Non-Guarantors				Consolidating Adjustments				Consolidated AMC Entertainment Inc.
Revenues
Admissions		$	—			$	403,883			$	31,757			$	—			$	435,640
Concessions		—				162,053				18,991				—				181,044
Other revenue		—				24,289				4,861				—				29,150
Total revenues		—				590,225				55,609				—				645,834
Costs and Expenses
Film exhibition costs		—				213,704				14,247				—				227,951
Concession costs		—				17,753				4,262				—				22,015
Operating expense		—				141,169				14,012				—				155,181
Rent		—				104,022				8,297				—				112,319
General and administrative:
Merger and acquisition costs		—				3,751				—				—				3,751
Management fee		—				1,250				—				—				1,250
Other		49				13,038				2,686				—				15,773
Preopening expense		—				565				477				—				1,042
Theatre and other closure expense		—				2,010				33				—				2,043
Restructuring charge		—				—				—				—				—
Depreciation and amortization		—				54,837				9,059				—				63,896
Disposition of assets and other gains		—				1,234				202				—				1,436
Total costs and expenses		49				553,333				53,275				—				606,657
Other expense (income)
Equity in net losses of subsidiaries		(9,101		)		(2,033		)		—				11,134				—
Other income		—				(1,460		)		—				—				(1,460		)
Interest expense
Corporate borrowings		47,192				33,492				3,452				(34,125		)		50,011
Capital and financing lease obligations		—				938				390				—				1,328
Investment income		(30,139		)		(3,546		)		(762		)		34,125				(322		)
Total other expense (income)		7,952				27,391				3,080				11,134				49,557
Earnings (loss) from continuing operations before income taxes		(8,001		)		9,501				(746		)		(11,134		)		(10,380		)
Income tax provision (benefit)		—				400				(100		)		—				300
Loss from continuing operations		(8,001		)		9,101				(646		)		(11,134		)		(10,680		)
Loss from discontinued operations, net of income		—				—				2,679				—				2,679
Net earnings (loss)		$	(8,001	)		$	9,101			$	2,033			$	(11,134	)		$	(8,001	)

Thirteen weeks ended June 30, 2005:

(In thousands)	Parent Obligor			Subsidiary Guarantors				Subsidiary Non- Guarantors				Consolidating Adjustments				Consolidated AMC Entertainment Inc.
Revenues
Admissions	$	—			$	267,666			$	2,288			$	—			$	269,954
Concessions	—				108,258				880				—				109,138
Other	—				24,043				667				—				24,710
Total revenues	—				399,967				3,835				—				403,802
Costs and Expenses
Film exhibition costs	—				147,565				1,062				—				148,627
Concession costs	—				11,308				213				—				11,521
Operating expense	—				101,526				2,128				—				103,654
Rent	—				73,583				2,222				—				75,805
General and administrative:
Merger and acquisition costs	—				1,680				—				—				1,680
Management fee	—				500				—				—				500
Other	49				9,965				75				—				10,089
Preopening expense	—				8				—				—				8
Theatre and other closure expense	—				609				25				—				634
Restructuring Charge	—				3,069				—				—				3,069
Depreciation and amortization	—				35,822				125				—				35,947
Disposition of assets and other gains	—				(667		)		—				—				(667		)
Total costs and expenses	49				384,968				5,850				—				390,867
Other expense (income)
Other income	—				(1,116		)		—				—				(1,116		)
Equity in net losses of subsidiaries	14,841				22,820				—				(37,661		)		—
Interest expense
Corporate borrowings	24,972				4,697				707				(5,587		)		24,789
Capital and financing lease obligations	—				1,199				—				—				1,199
Investment expense (income)	(3,655		)		(1,011		)		(381		)		5,587				540
Total other expense	36,158				26,589				326				(37,661		)		25,412
Loss from continuing operations before income taxes	(36,207		)		(11,590		)		(2,341		)		37,661				(12,477		)
Income tax provision (benefit)	(8,500		)		2,197				(97		)		—				(6,400		)
Loss from continuing operations	(27,707		)		(13,787		)		(2,244		)		37,661				(6,077		)
Loss from discontinued operations, net of income taxes	—				(1,054		)		(20,576		)		—				(21,630		)
Net loss	$	(27,707	)		$	(14,841	)		$	(22,820	)		$	37,661			$	(27,707	)

June 29, 2006 (restated):

(In thousands)	Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments				Consolidated AMC Entertainment Inc.
Assets
Current assets:
Cash and equivalents	$	—		$	310,801			$	32,676		$	—			$	343,477
Receivables, net	1,895			42,770				17,962			—				62,627
Other current assets	(8,346		)	30,889				13,091			—				35,634
Current assets held for sale	—			308				—			—				308
Total current assets	(6,451		)	384,768				63,729			—				442,046
Investment in equity of subsidiaries	(200,154		)	241,111				—			(40,957		)		—
Property, net	—			1,242,004				214,213			—				1,456,217
Intangible assets, net	—			233,970				28,003			—				261,973
Intercompany advances	3,579,453			(3,595,282		)		15,829			—				—
Goodwill	—			1,893,597				119,644			—				2,013,241
Deferred income taxes	—			—				5,584			—				5,584
Other long-term assets	41,094			101,549				24,663			—				167,306
Noncurrent assets held for sale	—			40,982				—			—				40,982
Total assets	$	3,413,942		$	542,699			$	471,665		$	(40,957	)		$	4,387,349
Liabilities and Stockholder’s Equity
Current liabilities
Accounts payable	$	—		$	147,090			$	16,304		$	—			$	163,394
Accrued expenses and other liabilities	53,593			111,397				15,023			—				180,013
Deferred revenues and income	—			86,387				7,421			—				93,808
Current maturities of corporate borrowings and capital and financing lease obligations	6,500			3,041				19,418			—				28,959
Current liabilities held for sale	—			2,579				—			—				2,579
Total current liabilities	60,093			350,494				58,166			—				468,753
Corporate borrowings	2,125,841			2,157				90,442			—				2,218,440
Capital and financing lease obligations	—			32,197				12,995			—				45,192
Other long-term liabilities	—			346,015				68,951			—				414,966
Noncurrent liabilities held for sale	—			11,990				—			—				11,990
Total liabilities	2,185,934			742,853				230,554			—				3,159,341
Stockholder’s equity	1,228,008			(200,154		)		241,111			(40,957		)		1,228,008
Total liabilities and stockholder’s equity	$	3,413,942		$	542,699			$	471,665		$	(40,957	)		$	4,387,349

March 30, 2006 (restated):

(In thousands)	Parent Obligor			Subsidiary Guarantors			Subsidiary Non-Guarantors				Consolidating Adjustments				Consolidated AMC Entertainment Inc.
Assets
Current assets:
Cash and equivalents	$	—		$	196,445			$	33,670			$	—			$	230,115
Receivables, net	1,893			37,497				17,221				—				56,611
Other current assets	(8,346		)	26,751				16,242				—				34,647
Current assets held for sale	—			529				4,197				—				4,726
Total current assets	(6,453		)	261,222				71,330				—				326,099
Investment in equity of subsidiaries	(227,657		)	233,618				—				(5,961		)		—
Property, net	—			1,279,899				221,149				—				1,501,048
Intangible assets, net	—			242,058				31,250				—				273,308
Intercompany advances	3,591,713			(3,554,609		)		(37,104		)		—				—
Goodwill	—			1,893,716				124,602				—				2,018,318
Deferred income taxes	—			—				3,564				—				3,564
Other long-term assets	40,802			101,909				25,205				—				167,916
Noncurrent assets held for sale	—			61,340				50,997				—				112,337
Total assets	$	3,398,405		$	519,153			$	490,993			$	(5,961	)		$	4,402,590
Liabilities and Stockholder’s Equity
Current liabilities
Accounts payable	$	—		$	133,143			$	17,240			$	—			$	150,383
Accrued expenses and other liabilities	19,902			126,022				11,144				—				157,068
Deferred revenues and income	—			88,578				7,234				—				95,812
Current maturities of corporate borrowings and capital and financing lease obligations	6,500			3,119				21,185				—				30,804
Current liabilities held for sale	—			3,560				4,673				—				8,233
Total current liabilities	26,402			354,422				61,476				—				442,300
Corporate borrowings	2,128,094			2,188				93,587				—				2,223,869
Capital and financing lease obligations	—			32,868				31,148				—				64,016
Other long-term liabilities	—			345,429				71,164				—				416,593
Noncurrent liabilities held for sale	—			11,903				—				—				11,903
Total liabilities	2,154,496			746,810				257,375				—				3,158,681
Stockholder’s equity	1,243,909			(227,657		)		233,618				(5,961		)		1,243,909
Total liabilities and stockholder’s equity	$	3,398,405		$	519,153			$	490,993			$	(5,961	)		$	4,402,590

Thirteen weeks ended June 29, 2006 (restated):

(In thousands)	Parent Obligor			Subsidiary Guarantors				Subsidiary Non-Guarantors				Consolidating Adjustments			Consolidated AMC Entertainment Inc.
Net cash provided by operating activities	$	18,237			$	63,435			$	14,217			$	—		$	95,889
Cash flows from investing activities:
Capital expenditures	—				(25,551		)		(7,292		)		—			(32,843		)
Proceeds from disposal of discontinued operations	—				30,667				35,446				—			66,113
Net change in reimbursable construction advances	—				749				—				—			749
Other, net	87				(5,780		)		502				—			(5,191		)
Net cash provided by investing activities	87				85				28,656				—			28,828
Cash flows from financing activities:
Repayment of Cinemex Credit Facility	—				—				(602		)		—			(602		)
Principal payments under capital and financing lease obligations	—				(749		)		(206		)		—			(955		)
Principal payments under mortgage	—				(27		)		—				—			(27		)
Payment on Term Loan B	(1,625		)		—				—				—			(1,625		)
Change in construction payables	—				(9,195		)		—				—			(9,195		)
Change in intercompany advances	(14,922		)		60,807				(45,885		)		—			—
Deferred financing costs	(1,777		)		—				—				—			(1,777		)
Net cash provided by (used in) financing activities	(18,324		)		50,836				(46,693		)		—			(14,181		)
Effect of exchange rate changes on cash and equivalents	—				—				2,826				—			2,826
Net increase (decrease) in cash and equivalents	—				114,356				(994		)		—			113,362
Cash and equivalents at beginning of period	—				196,445				33,670				—			230,115
Cash and equivalents at end of period	$	—			$	310,801			$	32,676			$	—		$	343,477

Thirteen weeks ended June 30, 2005:

(In thousands)	Parent Obligor			Subsidiary Guarantors				Subsidiary Non-Guarantors				Consolidating Adjustments			Consolidated AMC Entertainment Inc.
Net cash provided by (used in) operating activities	$	8,919			$	46,059			$	(22,308	)		$	—		$	32,670
Cash flows from investing activities:
Capital expenditures	—				(11,659		)		(4,413		)		—			(16,072		)
Issuance of NCM notes receivable	—				(1,850		)		—							(1,850		)
Proceeds from disposal of discontinued operations	—				—				44,861				—			44,861
Net change in reimbursable construction advances	—				(5,803		)		—				—			(5,803		)
Other, net	(76		)		(991		)		—				—			(1,067		)
Net cash provided by (used in) investing activities	(76		)		(20,303		)		40,448				—			20,069
Cash flows from financing activities
Principal payments under capital and financing lease obligations	—				(754		)		(89		)		—			(843		)
Change in construction payables	—				3,453				—				—			3,453
Change in intercompany advances	(7,692		)		(11,853		)		19,545				—			—
Deferred financing costs	(1,151		)		—				—				—			(1,151		)
Net cash provided by (used in) financing activities	(8,843		)		(9,154		)		19,456				—			1,459
Effect of exchange rate changes on cash and equivalents	—				—				1,023				—			1,023
Net increase in cash and equivalents	—				16,602				38,619				—			55,221
Cash and equivalents at beginning of period	—				42,524				28,425				—			70,949
Cash and equivalents at end of period	$	—			$	59,126			$	67,044			$	—		$	126,170

NOTE 13—COMMITMENTS AND CONTINGENCIES

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

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

On November 20, 2002 the trial court entered summary judgment in favor of the Justice Department on the line of sight aspects of this case. The trial court ruled that wheelchair spaces located solely on the sloped floor portion of the stadium-style auditoriums fail to provide lines of sight comparable to the general public. The trial court did not address specific changes that might be required of AMCE’s existing stadium-style auditoriums, holding that per se rules are simply not possible because the requirements of comparable lines of sight will vary based on theatre layout.

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

AMCE estimates that the cost of the betterments related to the remedies for line of sight violations of the ADA will be $20 million, which is expected to be incurred over a 4-5 year term. Additionally, the order calls for payments of $300,000 to the United States and individual complainants. AMCE has appealed the court’s order and filed its brief.

As a result of the new order AMCE estimates the range of the loss to be between $349,350 and $443,938. Accordingly, AMCE has recorded the related liability at $349,350.

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

On December 5, 2003, the trial court entered a consent order and final judgment on non-line of sight issues under which AMCE agreed to remedy certain violations at twelve of its stadium-style theatres and to survey and make required betterments for its patrons with disabilities at its stadium-style theatres and at certain theatres it may open in the future. Currently AMCE estimates that these betterments will be required at approximately 140 stadium-style theatres. AMC estimates that the total cost of these betterments will be $47.5 million, which is expected to be incurred over the remaining term of the consent order of 2.7 years. Through June 29, 2006 AMCE has incurred approximately $7.1 million of these costs. The estimate is based on actual costs incurred on remediation work completed to date. The actual costs of betterments may vary based on the results of surveys of the remaining theatres.

American Multi-Cinema, Inc. v. Midwest Drywall Company, Inc., Haskell Constructors, Ltd. etal. (Case No. 00CV84908, Circuit Court of Platte County, Missouri) and American Multi-Cinema, Inc. v. Bovis

Construction Corp. et al. (Civil Action No. 0207139, Court of Common Pleas of Bucks County, Pennsylvania). AMCE is the plaintiff in these and related suits in which it seeks to recover damages from the construction manager, certain fireproofing applicators and other parties to correct the defective application of certain fireproofing materials at 21 theatres. AMCE currently estimates its claim for repair costs at these theatres will aggregate approximately $33.6 million of which it has expended approximately $27.4 million through June 29, 2006. The remainder is for projected costs of repairs yet to be performed. AMCE also is seeking additional damages for lost profits, interest and legal and other expenses incurred.

AMCE has received settlement payments from various parties in connection with this matter of $1,350,000, $935,000, $2,610,000 and $925,000 during fiscal 2007, 2006, 2005 and 2004, respectively. AMCE received additional settlement payments aggregating $3,850,000 subsequent to June 29, 2006 and has entered into settlement agreements with various parties providing for additional settlement payments to AMCE aggregating $7,775,000. Gain contingencies are recognized upon receipt and recorded in disposition of assets and other gains in the Consolidated Statements of Operations.

Metreon Arbitration. In May 1997, Loews entered into a 21-year lease with Metreon, Inc. (“Metreon”) to operate a megaplex theatre in an entertainment/retail center developed by Metreon in San Francisco. Since that theatre opened in June 1999, Loews has had a dispute with Metreon with respect to (1) construction costs that Metreon claims are Loews’ responsibility under the lease and (2) the percentage of the center occupied by the theatre and the nature, magnitude and allocation of the costs that Metreon is seeking to include as operating expenses under the lease. The amount of operating expenses claimed by Metreon to be allocable to this theatre is based upon the landlord’s assertion that Loews occupies at least 48.5% of the center. Loews asserted that it occupied substantially less of the center and that various expenses included in operating expenses charged to Loews were improper. Loews arbitrated this dispute in June 2003 and prevailed but the award was later vacated by the California Court of Appeals. Westfield Group purchased the property in April 2006 and has renewed settlement discussions with AMCE.

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

NOTE 14—NEW ACCOUNTING PRONOUNCEMENTS

In July 2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (“FIN 48” or the “Interpretation”), which clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with FIN 48 is a two-step process. The first step is recognition whereby companies must determine whether it is more likely than not that a tax position will be sustained upon examination. The second step is measurement whereby a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The interpretation also provides guidance on derecognition of recognized tax benefits, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company expects to adopt the new requirements in the first quarter of fiscal 2008 and is currently evaluating the impact that the adoption of FIN 48 will have on its consolidated financial statements.

In June 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 05-06, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination (“EITF 05-06”). EITF 05-06 concludes that the amortization period for leasehold improvements acquired in a business combination and leasehold improvements that are in service significantly after and not contemplated at the beginning of the lease term should be amortized

over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of inception. The adoption of this pronouncement did not have a material effect on the Company’s consolidated financial statements.

In February 2006, the FASB agreed to issue FASB Staff Position (FSP) No. 123(R)-4, Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event, which requires companies to consider the probability of the occurrence of a contingent event that is outside the employees’ control (i.e., change in control, or death or disability) in determining the classification of an employee stock option or similar instrument under FASB Statement No. 123(R), Share-Based Payment, where the award requires or permits cash settlement upon the contingent event. The FSP requires companies to classify employee stock options and similar instruments with contingent cash settlement features as equity awards provided the contingent event that permits or requires cash settlement is not considered probable of occurring. The adoption of FSP 123 R-4 did not have an impact on consolidated financial position, results of operations, or cash flows.

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

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

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

Forward Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this Quarterly Report on Form 10-Q regarding the prospects of our industry and our prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: (i) the cost and availability of films and the performance of films licensed by us; (ii) competition, including the introduction of alternative forms of entertainment; (iii) construction delays; (iv) the ability to open or close theatres and screens as currently planned; (v) the ability to sub-lease vacant retail space; (vi) domestic and international political, social and economic conditions; (vii) demographic changes; (viii) increases in the

demand for real estate; (ix) changes in real estate, zoning and tax laws; (x) unforeseen changes in operating requirements; (xi) our ability to identify suitable acquisition candidates and successfully integrate acquisitions into our operations, including the integration of Loews Cineplex Entertainment Corporation and the achievement of estimated cost savings and synergies as a result of the Mergers (as defined below) on a timely basis; (xii) results of significant litigation; and (xiii) our ability to enter into various financing programs. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. 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 March 30, 2006.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview

We are one of the world’s leading theatrical exhibition companies. During the first quarter of fiscal 2007, we sold 4 theatres in Spain with 86 screens, sold one theatre in Portugal with 20 screens, sold 4 theatres with 42 screens in the U.S. as required by and in connection with the approval of the Mergers discussed below, closed 4 theatres with 32 screens in the U.S., opened one new theatre with 15 screens in the U.S., added 6 screens to an existing theatre in the U.S. and opened one new theatre with 9 screens in Mexico resulting in a circuit total after giving effect to the expected disposal of 6 remaining theatres with 78 screens in connection with the approval of the Mergers of 411 theatres and 5,601 screens. As of June 29, 2006, we owned, operated or had interests in 411 theatres and 5,601 screens with 82%, or 4,586 of our screens in the U.S. and Canada, and 18%, or 1,015 of our screens in Mexico, Argentina, Brazil, Chile, Uruguay, China (Hong Kong), France, Spain and the United Kingdom.

In connection with the Mergers as discussed below, we acquired Loews on January 26, 2006, which significantly increased our size. In the Merger, we acquired 112 theatres with 1,308 screens in the United States (included in our U.S. and Canada operating segment) and 40 theatres with 443 screens in Mexico (included in our International operating segment), that are included in our consolidated results of operations from January 26, 2006. Accordingly, results of operations for the thirteen weeks ended June 29, 2006, which include thirteen weeks of operations of the businesses we acquired, are not comparable to our results for the thirteen weeks ended June 30, 2005. For additional information about the Mergers, see Note 2 to the Consolidated Financial Statements under Part I Item 1. of this Report on Form 10-Q.

On June 20, 2005, Marquee Holdings Inc. (“Holdings”), the parent company of AMC Entertainment Inc. (“AMCE”), entered into a merger agreement with LCE Holdings, Inc. (“LCE Holdings”), the parent of Loews Cineplex Entertainment Corporation (“Loews”), pursuant to which LCE Holdings merged with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews merged with and into AMCE, with AMCE continuing after the merger (the “Merger” and collectively, “the Mergers”). The transactions closed on January 26, 2006. Upon completion of the Mergers, the stockholders of Holdings immediately prior to the Mergers held approximately 60% of its outstanding capital stock, and the stockholders of LCE Holdings, including affiliates of Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors, immediately prior to the Mergers held approximately 40% of Holding’s outstanding capital stock.

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

· the issuance of $325,000,000 in aggregate principal amount of 11% Senior Subordinated Notes due 2016 (the “Notes due 2016”);

· a new senior secured credit facility with Citicorp North America, Inc., Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex and the lenders named therein, consisting of a $650,000,000 term loan facility and a $200,000,000 revolving credit facility (the “New Credit Facility”);

· the termination of AMC Entertainment’s March 25, 2004 senior secured credit facility, under which no amounts were outstanding;

· the repayment of all outstanding amounts under Loews’ senior secured credit facility and the termination of all commitments thereunder (the “Loews Facility”); and

· the completion of a tender offer and consent solicitation (the “Tender Offer”) for all $315,000,000 aggregate principal amount of Loews’ 9.0% senior subordinated notes due 2014.

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

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

We disposed of our only theatre in Hong Kong on January 5, 2006 and entered into a license agreement with the purchaser for continued use of our trademark. These operations did not meet the criteria for reporting as discontinued operations.

In May 2006, AMCEI and its subsidiary AMC Entertainment International Limited sold its interests in AMC Entertainment España S.A., which owned and operated 4 theatres with 86 screens in Spain, and Actividades Multi-Cinemas E Espectáculos, LDA, which owned and operated 1 theatre with 20 screens in Portugal. These operations have been classified as discontinued operations as a result of our disposition of Yelmo Cineplex, S.L. (“Yelmo”) in December 2006 as we no longer have continuing involvement in the region.

In December 2006 we disposed of our equity method investment in Yelmo which owned and operated 27 theatres with 210 screens in Spain on the date of the sale.

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

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

Box office admissions are our largest source of revenue. We predominantly license “first-run” motion pictures from distributors owned by major film production companies and from independent distributors.

We license films on a film-by-film and theatre-by-theatre basis. Film exhibition costs are accrued based on the applicable admissions revenues and estimates of the final settlement pursuant to our film licenses. Licenses that we enter into typically state that rental fees are based on either aggregate terms established prior to the opening of the picture or on a mutually agreed settlement upon the conclusion of

the picture run. Under an aggregate terms formula, we pay the distributor a specified percentage of box office receipts. The settlement process allows for negotiation based upon how a film actually performs.

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

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

During fiscal 2006, films licensed from our ten largest distributors based on revenues accounted for approximately 88% 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 2005, 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 535 in 2005, according to Motion Picture Association 2005 MPA Market Statistics.

We continually upgrade the quality of our theatre circuit by adding new screens through new builds (including expansions) and acquisitions and by disposing of older screens through closures and sales. We believe our introduction of the megaplex concept in 1995 has led to the current industry replacement cycle, which has accelerated the obsolescence of older, smaller theatres by setting new standards for moviegoers. From 1995 through March 30, 2006, AMC Entertainment and Loews added 191 theatres with 3,475 new screens, acquired 431 theatres with 3,007 screens and disposed of 666 theatres with 4,018 screens. As of June 29, 2006, approximately 69% of our screens in the U.S. and Canada were located in megaplex theatres.

Operating Results

Set forth in the table below is a summary of revenues, costs and expenses attributable to the Company’s U.S. and Canada and International theatrical exhibition operations and Other businesses. Reference is made to Note 11 to the Notes to Consolidated Financial Statements for additional information about our operations by operating segment.

	Thirteen Weeks Ended
	June 29, 2006			June 30, 2005				% Change
	(restated)(3)
	(thousands of dollars, except operating data)
Revenues
U.S. and Canada theatrical exhibition
Admissions		$	408,839		$	266,364			53.5	%
Concessions		164,309			108,076				52.0	%
Other theatre		24,543			18,906				29.8	%
		597,691			393,346				52.0	%
International theatrical exhibition
Admissions		26,801			3,590				*
Concessions		16,735			1,062				*
Other theatre		4,593			349				*
		48,129			5,001				*
Other		14			5,455				(99.7	)%
Total revenues		$	645,834		$	403,802			59.9	%
Cost of Operations
U.S. and Canada theatrical exhibition
Film exhibition costs		$	216,116		$	146,945			47.1	%
Concession costs		18,074			11,281				60.2	%
Theatre operating expense		143,147			95,491				49.9	%
Rent		105,567			73,233				44.2	%
Preopening expense		565			8				*
Theatre and other closure expense		2,010			609				*
		485,479			327,567				48.2	%
International theatrical exhibition
Film exhibition costs		11,835			1,682				*
Concession costs		3,941			240				*
Theatre operating expense		11,609			2,194				*
Rent		6,752			2,572				*
Preopening expense		477			—				*
Theatre closure		33			25				32.0	%
		34,647			6,713				*
Other		425			5,969				(92.9	)%
General and administrative expense:
Merger and Acquisition costs		3,751			1,680				*
Management Fee		1,250			500				*
Other		15,773			10,089				56.3	%
Restructuring charge		—			3,069				*
Depreciation and amortization		63,896			35,947				77.8	%
Disposition of assets and other gains		1,436			(667		)		*
Total costs and expenses		$	606,657		$	390,867			55.2	%

	Thirteen Weeks Ended June 29, 2006		Thirteen Weeks Ended June 30, 2005
Operating Data (at period end):
Screen additions		30		—
Screen dispositions		180		71
Average screens—continuing operations(1)		5,139		3,345
Number of screens operated(2)		5,601		3,643
Number of theatres operated(2)		411		242
Screens per theatre		13.6		15.1
Attendance—continuing operations(1) (in thousands)		64,969		39,141

(1) Includes consolidated theatres only.

(2) Excludes 6 theatres with 78 screens held for disposal in connection with approval of the Mergers.

(3) We restated our financial statements for stock option awards and to reflect reclassifications for discontinued operations. See Note 1 and Note 3 to the Consolidated Financial Statements.

* Percentage change in excess of 100%

Thirteen weeks Ended June 29, 2006 and June 30, 2005

Revenues. Total revenues increased 59.9%, or $242,032,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. This increase included approximately $203,667,000 of additional admission and concessions revenues resulting from the Merger.

U.S. and Canada theatrical exhibition revenues increased 52.0%, or $204,345,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. Admissions revenues increased 53.5%, or $142,475,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005, due to a 45.5% increase in total attendance, including the increased attendance and admissions revenues of $118,841,000 due to the Merger, and a 5.5% increase in average ticket prices. Admissions revenues at comparable theatres (theatres opened on or before April 1, 2005) increased 5.6% during the thirteen weeks ended June 29, 2006 over the comparable period last year, primarily due to a 2% increase in attendance at comparable theatres. Based upon available industry sources, box office revenues of industry comparable theatres increased 3.6% over this same period. Our admissions revenues at comparable theatres outperformed the industry primarily due to a change in the distribution and performance of films released. In certain circumstances, high grossing films cause an expansion of the overall market size due to the increase in the number of prints released. Even though our box office performance on such films increases due to the film’s popularity, the market expansion from these high grossing films can result in our overall performance against the industry being diluted. This occurred last year during the thirteen weeks ended June 30, 2005 with the release of a very popular, mainstream movie that was distributed to approximately 3,600 theatres and produced box office admissions revenues in the United States and Canada of approximately $400 million. This caused our year over year percentage change in box office during the thirteen weeks ended June 30, 2005 to be lower than the industry’s year over year percentage change. We did not experience this situation during the current thirteen weeks ended June 29, 2006 and thus our rate of increase in admissions revenues was greater than the industry. Our improvement relative to the industry related to this change in distribution and performance of films released more than offset the continuing impact of competition from new build theatres. The increase in average ticket price was primarily due to our practice of periodically reviewing ticket prices and the discounts we offer and making selective adjustments based upon such factors as general inflationary trends and conditions in local markets. Concessions revenues increased 52.0%, or $56,233,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 due to a 4.5% increase in average concessions per patron related to price increases and an

increase in units sold per patron. Concession revenues increased by $45,374,000 due to the Merger. Other theatre revenues increased 29.8%, or $5,637,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. Included in other theatre revenues are our share of on-screen advertising revenues generated by NCN and NCM. The increase in other theatre revenues was primarily due to increases in on-screen advertising revenues as a result of the Merger.

International theatrical exhibition revenues increased $43,128,000 during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. Admissions revenues increased by $23,845,000 due to the Merger. Overall, admissions revenues increased $23,211,000 during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 due to an increase of 8,279,000 in total attendance, partially offset by a 51.9% decrease in average ticket price due primarily to the lower average ticket prices from the theatres acquired in Mexico. Concession revenues increased $15,673,000 (of which $15,606,000 resulted from the Merger) during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks year ended June 30, 2005 due to the increase in attendance and a 1.5% increase in concessions per patron. International revenues were negatively impacted by a stronger U.S. dollar, although this did not contribute materially to consolidated loss from continuing operations.

Revenues from Other decreased 99.7%, or $5,441,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 due to the contribution of NCN’s net assets to NCM on March 29, 2005 and the run-off of customer contracts. The revenues of NCN during fiscal 2006 and 2007 are related to run-off of customer contracts entered into prior to March 29, 2005. Our share of advertising revenues generated by NCM are included in U.S. and Canada Other theatre revenues.

Costs and expenses. Total costs and expenses increased 55.2%, or $215,790,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. The effect of the Merger was an increase in total costs and expenses of approximately $175,432,000.

U.S. and Canada theatrical exhibition costs and expenses increased 48.2%, or $157,912,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. Film exhibition costs increased 47.1%, or $69,171,000, during the thirteen weeks ended June 30, 2006 compared to the thirteen weeks ended June 30, 2005 due to the increase in admissions revenues, offset by a decrease in the percentage of admissions paid to film distributors. As a percentage of admissions revenues, film exhibition costs were 52.9% in the current period as compared with 55.2% in the prior period due to more favorable film rental terms primarily from theatres acquired in the Merger. Concession costs increased 60.2%, or $6,793,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 due to the increase in concessions revenues and an increase in concession costs as a percentage of concessions revenues. As a percentage of concessions revenues, concession costs were 11.0% in the current period compared with 10.4% in the prior period. As a percentage of revenues, theatre operating expense was 24.0% in the current period as compared to 24.3% in the prior period. Rent expense increased 44.2%, or $32,334,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 primarily due to the Merger, which increased rent expense by $27,343,000. During the thirteen weeks ended June 29, 2006, we recognized $2,010,000 of theatre and other closure expense due primarily to the closure of one theatre with 8 screens and to accretion of the closure liability related to theatres closed during prior periods. During the thirteen weeks ended June 30, 2005, we recognized $609,000 of theatre and other closure expense related primarily to accretion of the closure liability related to theatres closed during prior periods.

International theatrical exhibition costs and expenses increased $27,934,000 during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks year ended June 30, 2005. Film exhibition costs increased $10,153,000 during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 due to the increase in admissions revenues, partially offset by a decrease in the percentage of admissions paid to film distributors. As a percentage of admissions revenues, film exhibition costs were 44.2% in the current period as compared with 46.9% in the prior period due to the effect of

more favorable film rental terms in Mexico. Concession costs increased $3,701,000 during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 due to the increase in concession revenues and an increase in concession costs as a percentage of revenue from 22.6% in the prior period to 23.5% in the current period. This increase in concession costs as a percentage of revenues was due to the effect of higher concession costs as of percentage of concession revenues in Mexico caused by greater concession offerings with lower margins. As a percentage of revenues, theatre operating expense was 24.1% in the current period compared to 43.9% in the prior period. Theatre operating expense as a percentage of revenues in Mexico were 22.4% in the current period. Rent expense increased $4,180,000 during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 primarily as a result of the Merger. We continually monitor the performance of our international theatres and factors such as, changing consumer preferences for filmed entertainment in international markets and our ability to sublease vacant retail space could negatively impact operating results and result in future closures, sales, dispositions and theatre closure charges prior to expiration of underlying lease agreements. International theatrical exhibition costs and expenses were positively impacted by a stronger U.S. dollar, although this did not contribute materially to consolidated loss from continuing operations.

Costs and expenses from Other decreased 92.9%, or $5,544,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005 due to the contribution of net assets by NCN to NCM and run-off of customer contracts.

General and Administrative Expense:

Merger and acquisition costs. Merger and acquisition costs increased $2,071,000 from $1,680,000 to $3,751,000 during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. Current year costs are primarily comprised of costs related to the Merger and other potential divestiture activities.

Management fees. Management fees increased $750,000 during the current period. For fiscal 2007, management fees of $1,250,000 will be paid quarterly, in advance, to our Sponsors in exchange for consulting and other services.

Other. Other general and administrative expense increased 56.3%, or $5,684,000, during the thirteen weeks ended June 29, 2006 compared to the thirteen weeks ended June 30, 2005. We incurred expense at Cinemex of $2,605,000 and increases in other salaries of $1,017,000 related to the Merger.

Restructuring Charges. Restructuring charges were $0 during the thirteen weeks ended June 29, 2006 as compared to $3,069,000 during the thirteen weeks ended June 30, 2005. The prior period expenses are primarily related to one-time termination benefits and other costs related to the displacement of approximately 200 associates related to an organizational restructuring, which was completed to create a simplified organizational structure and contribution of assets by NCN to NCM.

Depreciation and Amortization. Depreciation and amortization increased 77.8%, or $27,949,000, compared to the prior period, due primarily to increased asset values associated with fair value adjustments recorded as a result of the Merger.

Disposition of Assets and Other Gains. Disposition of assets and other gains were $1,436,000 in the current period compared to $(667,000) in the prior period. The current and prior periods include $1,350,000 and $675,000, respectively, of settlements received related to fireproofing claims at various theatres (see Note 13—Commitments and Contingencies to Consolidated Financial Statements). The current period includes a loss on the U.S. dispositions as required by and in connection with the Mergers of $2,570,000.

Other Income. Other income includes $1,460,000 and $1,116,000 of income related to the derecognition of stored value card liabilities where we believe future redemption to be remote, during the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively.

Interest Expense. Interest expense increased 97.5%, or $25,351,000, primarily due to increased borrowings.

On January 26, 2006, we issued $325,000,000 of 11% senior subordinated notes due 2016 (“Notes due 2016”) and secured the new Senior Secured Credit Facility for $850,000,000, of which $648,375,000 is currently outstanding as a variable rate term note. We also incurred interest expense related to debt held by Cinemex of $3,152,000 during fiscal 2007.

Investment Expense (Income). Investment income was $322,000 for the thirteen weeks ended June 29, 2006 compared to expense of $540,000 for the thirteen weeks ended June 30, 2005. Interest income increased $2,263,000 from the prior period due primarily to larger amounts of cash and equivalents available for investment. Equity in losses of non-consolidated entities were $2,157,000 in the current period compared to losses of $646,000 in the prior period. Current year equity in losses related to our investments in NCM and Yelmo Cineplex, S.L. were $1,308,000 and $1,093,000, respectively.

Income Tax Provision (Benefit). The provision for income taxes from continuing operations was $300,000 for the thirteen weeks ended June 29, 2006 compared to a benefit of $6,400,000 for the thirteen weeks ended June 30, 2005. See Note 9 to the Consolidated Financial Statements.

Earnings (loss) from Discontinued Operations, Net. On May 11, 2006, we sold AMC Entertainment España S.A. and Actividades Multi-Cinemeas E Espectaculos, LDA (collectively “Iberia”), including 4 theatres with 86 screens in Spain and 1 theatre with 20 screens in Portugal. At the date of the sale these operations did not meet the criteria for discontinued operations because of continuing involvement in the region through an equity method investment in Yelmo. In December 2006, we disposed of our investment in Yelmo, including 27 theatres with 310 screens in Spain, and the results of the operations in Iberia have now been classified as discontinued operations. On June 30, 2005, we sold Japan AMC Theatres, Inc., including four theatres in Japan with 63 screens, and classified its operations as discontinued operations. The information presented for all fiscal 2007 and 2006 reflects the new classifications. See Note 3—Discontinued Operations for the components of the earnings (loss) from discontinued operations.

Net Loss. Net loss was $8,001,000 and $27,707,000 for the thirteen weeks ended June 29, 2006 and the thirteen weeks ended June 30, 2005, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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

Cash flows provided by operating activities, as reflected in the Consolidated Statements of Cash Flows, were $95,889,000 and $32,670,000 during the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively. The increase in operating cash flows during the thirteen weeks ended June 29, 2006 is primarily due to increases in attendance and improvement in operating results, including amounts related to the Merger. We had working capital deficits as of June 29, 2006 and March 30, 2006 of $26,707,000 and $116,201,000, 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 had approximately $89,000,000 and $90,000,000 available on our credit facility to meet these obligations for the periods ended June 29, 2006 and March 30, 2006, respectively.

During the first quarter of fiscal 2007, we sold 4 theatres in Spain with 86 screens, sold one theatre in Portugal with 20 screens, sold 4 theatres with 42 screens in the U.S. as required by and in connection with the approval of the Mergers, closed 4 theatres with 32 screens in the U.S., opened one new theatre with 15 screens in the U.S., added 6 screens to an existing theatre in the U.S. and opened one new theatre with 9 screens in Mexico resulting in a circuit total after giving effect to the expected disposal of 6 remaining theatres with 78 screens in connection with the approval of the Mergers of 411 theatres and 5,601 screens.

Cash Flows from Investing Activities

Cash provided by investing activities, as reflected in the Consolidated Statements of Cash Flows were $28,828,000 and $20,069,000, during the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively. As of June 29, 2006, we had construction in progress of $30,068,000. We had 7 U.S. theatres with a total of 102 screens and one Mexico theatre with 12 screens under construction on June 29, 2006 that we expect to open in fiscal 2007. Cash outflows from investing activities include capital expenditures of $32,843,000 and $16,072,000 during the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively. We expect that our gross capital expenditures in fiscal 2007 will be approximately $141,000,000.

During the thirteen weeks ended June 29, 2006, we sold four theatres with 42 screens in the U.S. as required by and in connection with the approval of the Mergers for an aggregate sales price of $30,667,000.

On June 30, 2005, we disposed of Japan AMC Theatres, Inc., including four theatres, for a cash sales price of $44,861,000.

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

Historically, we have either paid for or leased the equipment used in a theatre. We may purchase leased equipment from lessors, if prevailing market conditions are favorable.

Cash Flows from Financing Activities

Cash flows provided by (used in) financing activities, as reflected in the Consolidated Statement of Cash Flows, were $(14,181,000) and $1,459,000 during the thirteen weeks ended June 29, 2006 and June 30, 2005, respectively.

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/A for the fiscal year ended March 30, 2006 for certain information about our New Credit Facility, the Cinemex Credit Facility, our Notes due 2011, Notes due 2012, Notes due 2014, Notes due 2016, Fixed Notes due 2012 and Floating Notes due 2010.

The New Credit Facility is with a syndicate of banks and other financial institutions and provides financing of up to $850,000,000, consisting of a $650,000,000 term loan facility with a maturity of seven years and a $200,000,000 revolving credit facility with a maturity of six years. The revolving credit facility includes borrowing capacity available for Mexican peso-denominated revolving loans, for letters of credit

and for swingline borrowings on same-day notice. As of June 29, 2006, we had no borrowings under the revolving credit facility and $648,375,000 was outstanding under the term loan facility.

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

The indentures relating to our outstanding notes allow us to incur all permitted indebtedness (as defined therein) without restriction, which includes all amounts borrowed under our credit facility. The indentures also allow us to incur any amount of additional debt as long as we can satisfy the coverage ratio of each indenture, both at the time of the event (under the indenture for the Notes due 2011) and after giving effect thereto on a pro forma basis (under the indentures for the Notes due 2011, Notes due 2012, Fixed Notes due 2012 and Floating Notes due 2010). Under the indenture relating to the Notes due 2012, Notes due 2014 and 11% Senior Subordinated Notes due 2016 (“Notes due 2016”), the most restrictive of the indentures, we could not borrow any amounts as of June 29, 2006 in addition to permitted indebtedness. If we cannot satisfy the coverage ratios of the indentures, generally we can incur, in addition to amounts borrowed under the credit facility, no more than $100,000,000 of new “permitted indebtedness” under the terms of the indentures relating to the 2011, 2012, 2014 and 2016 notes.

The indentures relating to the above-described notes also contain covenants limiting dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets, and require us to make an offer to purchase the notes upon the occurrence of a change in control, as defined in the indentures. Upon a change of control (as defined in the indentures), we would be required to make an offer to repurchase all of the outstanding, Notes due 2016, Notes due 2011, Notes due 2012, Notes due 2014, Fixed Notes due 2012 and Floating Notes due 2010 at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

As of June 29, 2006, we were in compliance with all financial covenants relating to the New Credit Facility, the Cinemex Credit Facility, the Notes due 2016, the Notes due 2011, the Notes due 2012, Notes due 2014, the Fixed Notes due 2012 and the Floating Notes due 2010.

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

NEW ACCOUNTING PRONOUNCEMENTS

taken or expected to be taken in a tax return. The evaluation of a tax position in accordance with FIN 48 is a two-step process. The first step is recognition whereby companies must determine whether it is more likely than not that a tax position will be sustained upon examination. The second step is measurement whereby a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The interpretation also provides guidance on derecognition of recognized tax benefits, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We expect to adopt the new requirements in the first quarter of fiscal 2008 and are currently evaluating the impact that the adoption of FIN 48 will have on our consolidated financial statements.

In June 2005, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 05-06, Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination (“EITF 05-06”). EITF 05-06 concludes that the amortization period for leasehold improvements acquired in a business combination and leasehold improvements that are in service significantly after and not contemplated at the beginning of the lease term should be amortized over the shorter of the useful life of the assets or a term that includes required lease periods and renewals that are deemed to be reasonably assured at the date of inception. The adoption of this pronouncement did not have a material effect on our consolidated financial statements.

In February 2006, the FASB agreed to issue FASB Staff Position (FSP) No. 123(R)-4, Classification of Options and Similar Instruments Issued as Employee Compensation That Allow for Cash Settlement upon the Occurrence of a Contingent Event, which requires companies to consider the probability of the occurrence of a contingent event that is outside the employees’ control (i.e., change in control, or death or disability) in determining the classification of an employee stock option or similar instrument under FASB Statement No. 123(R), Share-Based Payment, where the award requires or permits cash settlement upon the contingent event. The FSP requires companies to classify employee stock options and similar instruments with contingent cash settlement features as equity awards provided the contingent event that permits or requires cash settlement is not considered probable of occurring. The adoption of FSP 123 R-4 did not have an impact on our consolidated financial position, results of operations, or cash flows.

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

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

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) designed to ensure that information required to be disclosed by AMC Entertainment Inc.

in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 29, 2006, with the participation of our Chief Executive Officer and Chief Financial Officer, as well as other key members of our management. As a result of the identification of the material weakness in our internal control over financial reporting discussed below, we have concluded that our disclosure controls and procedures were not effective as of June 29, 2006.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of June 29, 2006, we identified the following material weakness in our internal control over financial reporting:

· The Company did not maintain effective internal controls to ensure that its stock-based compensation awards and management-purchased shares are appropriately recorded in its financial statements in accordance with generally accepted accounting principles. Specifically, the Company did not appropriately and timely identify the relevant characteristic of certain put rights which resulted in the Company's failure to properly identify the appropriate financial statement classification of certain options and shares as a component of equity (as opposed to liabilities) which resulted in the inappropriate application of mark-to-market accounting and incorrect expense recognition in the income statement. This control deficiency resulted in misstatements in the consolidated financial statements for the annual and interim periods included in this filing. Additionally, this control deficiency could result in material misstatements to annual or interim financial statements that would not be prevented or detected.

Remediation of Material Weaknesses

The Company will take actions to remediate the material weakness in our internal control over financial reporting surrounding the application of generally accepted accounting principles with respect to stock-based compensation and management-purchased shares for the reporting period ending March 29, 2007. Specifically, the Company will make improvements with respect to the design, precision and rigor of review controls over the application of stock-based compensation and management-purchased shares accounting in that appropriate levels of management and legal counsel now review proposed accounting for all newly issued stock-based compensation awards and management-purchased shares. Further, management will consider using a qualified independent third-party advisor, as deemed appropriate, with respect to more complex stock-based compensation transactions. In addition, the put rights associated with the stock options and underlying shares which resulted in previous awards being inappropriately classified as liabilities and subject to mark-to-mark accounting in the income statement were cancelled and terminated during the period ended March 29, 2007.

(b) Changes in internal controls.

There has been no change in internal control over financial reporting during the thirteen weeks ended June 29, 2006 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II—OTHER INFORMATION

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 the Company’s Form 8-K filed on June 24, 2005).
*3.1(a)		Restated and Amended Certificate of Incorporation of AMC Entertainment Inc. (as amended on December 2, 1997 and September 18, 2001 and December 23, 2004) (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K (File No. 1-8747) filed December 27, 2004).
*3.1(b)		Certificate of Designations of Series A Convertible Preferred Stock and Series B Exchangeable Preferred Stock of AMC Entertainment Inc. (restated for filing purposes in accordance with Rule 102(c) of Regulation S-T) (incorporated by reference from Exhibit 3.1(b) to the Company’s Form 10-Q (File No. 1-8747) for the quarter ended June 27, 2002).
*3.2		Amended and Restated Bylaws of AMC Entertainment Inc. (Incorporated by Reference from Exhibit 3.2 to the Company’s Form 10-Q (File No. 1-8747) filed December 27, 2004).
*3.3		Certificates of Incorporation or corresponding instrument, with amendments, of the following additional registrants:
*3.3.1		Loews Citywalk Theatre Corporation (incorporated by reference from Exhibit 3.3.1 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.2		S&J Theatres, Inc. (incorporated by reference from Exhibit 3.3.2 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.3		Loews Bristol Cinemas, Inc. (incorporated by reference from Exhibit 3.3.3 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.4		Loews Connecticut Cinemas, Inc. (incorporated by reference from Exhibit 3.3.4 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.5		Downtown Boston Cinemas, LLC (incorporated by reference from Exhibit 3.3.5 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.6		Farmers Cinemas, Inc. (incorporated by reference from Exhibit 3.3.6 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.7		Gateway Cinemas, LLC (incorporated by reference from Exhibit 3.3.7 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.8		Kips Bay Cinemas, Inc. (incorporated by reference from Exhibit 3.3.8 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.9		LCE Mexican Holdings, Inc. (incorporated by reference from Exhibit 3.3.9 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.10		Lewisville Cinemas, LLC (incorporated by reference from Exhibit 3.3.10 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.11		Loeks Acquisition Corp. (incorporated by reference from Exhibit 3.3.11 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).

*3.3.12		Loews Akron Cinemas, Inc. (incorporated by reference from Exhibit 3.3.12 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.13		Loews Arlington Cinemas, Inc. (incorporated by reference from Exhibit 3.3.13 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.14		Loews Berea Cinemas, Inc. (incorporated by reference from Exhibit 3.3.14 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.15		Loews Cineplex International Holdings, Inc. (incorporated by reference from Exhibit 3.3.15 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.16		Loews Cineplex Theatres Holdco, Inc. (incorporated by reference from Exhibit 3.3.16 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.17		Loews Cineplex U.S. Callco, LLC (incorporated by reference from Exhibit 3.3.17 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.18		Loews Garden State Cinemas, LLC (incorporated by reference from Exhibit 3.3.18 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.19		Loews Greenwood Cinemas, Inc. (incorporated by reference from Exhibit 3.3.19 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.20		Loews North Versailles Cinemas, LLC (incorporated by reference from Exhibit 3.3.20 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.21		Loews Plainville Cinemas, LLC (incorporated by reference from Exhibit 3.3.21 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.22		Loews Theatre Management Corp. (incorporated by reference from Exhibit 3.3.22 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.23		Loews Theatres Clearing Corp. (incorporated by reference from Exhibit 3.3.23 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.24		Loews USA Cinemas Inc. (incorporated by reference from Exhibit 3.3.24 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.25		Loews Vestal Cinemas, Inc. (incorporated by reference from Exhibit 3.3.25 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.26		Loews Washington Cinemas, Inc. (incorporated by reference from Exhibit 3.3.26 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.27		LTM Turkish Holdings, Inc. (incorporated by reference from Exhibit 3.3.27 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.28		Methuen Cinemas, LLC (incorporated by reference from Exhibit 3.3.28 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.29		Ohio Cinemas, LLC (incorporated by reference from Exhibit 3.3.29 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.30		Plitt Southern Theatres, Inc. (incorporated by reference from Exhibit 3.3.30 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.31		Plitt Theatres, Inc. (incorporated by reference from Exhibit 3.3.31 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.32		Richmond Mall Cinemas, LLC (incorporated by reference from Exhibit 3.3.32 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).

*3.3.33		RKO Century Warner Theatres, Inc. (incorporated by reference from Exhibit 3.3.33 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.34		Springfield Cinemas, LLC (incorporated by reference from Exhibit 3.3.34 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.35		Star Theatres of Michigan, Inc. (incorporated by reference from Exhibit 3.3.35 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.36		Star Theatres, Inc. (incorporated by reference from Exhibit 3.3.36 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.37		The Walter Reade Organization, Inc. (incorporated by reference from Exhibit 3.3.37 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.38		Theater Holdings, Inc. (incorporated by reference from Exhibit 3.3.38 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.39		U.S.A. Cinemas, Inc. (incorporated by reference from Exhibit 3.3.39 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.40		Waterfront Cinemas, LLC (incorporated by reference from Exhibit 3.3.40 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.41		Loews Chicago Cinemas, Inc. (incorporated by reference from Exhibit 3.3.41 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.42		Loews Merrillville Cinemas, Inc. (incorporated by reference from Exhibit 3.3.42 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.43		South Holland Cinemas, Inc. (incorporated by reference from Exhibit 3.3.43 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.44		Webster Chicago Cinemas, Inc. (incorporated by reference from Exhibit 3.3.44 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.45		Loews Century Mall Cinemas, Inc. (incorporated by reference from Exhibit 3.3.45 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.46		Loews Cherry Tree Mall Cinemas, Inc. (incorporated by reference from Exhibit 3.3.46 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.47		Loews Lafayette Cinemas, Inc. (incorporated by reference from Exhibit 3.3.47 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.48		Fall River Cinema, Inc. (incorporated by reference from Exhibit 3.3.48 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.49		Liberty Tree Cinema Corp. (incorporated by reference from Exhibit 3.3.49 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.50		Loews Cheri Cinemas, Inc. (incorporated by reference from Exhibit 3.3.50 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.51		Loews Fresh Pond Cinemas, Inc. (incorporated by reference from Exhibit 3.3.51 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.52		Nickelodeon Boston, Inc. (incorporated by reference from Exhibit 3.3.52 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.53		Sack Theatres, Inc. (incorporated by reference from Exhibit 3.3.53 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).

*3.3.54		Loews Baltimore Cinemas, Inc. (incorporated by reference from Exhibit 3.3.54 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.55		Loews Centerpark Cinemas, Inc. (incorporated by reference from Exhibit 3.3.55 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.56		Brick Plaza Cinemas, Inc. (incorporated by reference from Exhibit 3.3.56 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.57		Jersey Garden Cinemas, Inc. (incorporated by reference from Exhibit 3.3.57 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.58		Loews East Hanover Cinemas, Inc. (incorporated by reference from Exhibit 3.3.58 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.59		Loews Freehold Mall Cinemas, Inc. (incorporated by reference from Exhibit 3.3.59 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.60		Loews Meadowland Cinemas 8, Inc. (incorporated by reference from Exhibit 3.3.60 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.61		Loews Meadowland Cinemas, Inc. (incorporated by reference from Exhibit 3.3.61 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.62		Loews Mountainside Cinemas, Inc. (incorporated by reference from Exhibit 3.3.62 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.63		Loews New Jersey Cinemas, Inc. (incorporated by reference from Exhibit 3.3.63 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.64		Loews Newark Cinemas, Inc. (incorporated by reference from Exhibit 3.3.64 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.65		Loews Ridgefield Park Cinemas, Inc. (incorporated by reference from Exhibit 3.3.65 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.66		Loews Toms River Cinemas, Inc. (incorporated by reference from Exhibit 3.3.66 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.67		Loews West Long Branch Cinemas, Inc. (incorporated by reference from Exhibit 3.3.67 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.68		Loews-Hartz Music Makers Theatres, Inc. (incorporated by reference from Exhibit 3.3.68 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.69		Music Makers Theatres, Inc. (incorporated by reference from Exhibit 3.3.69 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.70		New Brunswick Cinemas, Inc. (incorporated by reference from Exhibit 3.3.70 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.71		Parsippany Theatre Corp. (incorporated by reference from Exhibit 3.3.71 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.72		Red Bank Theatre Corporation (incorporated by reference from Exhibit 3.3.72 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.73		White Marsh Cinemas, Inc. (incorporated by reference from Exhibit 3.3.73 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.74		Crescent Advertising Corporation (incorporated by reference from Exhibit 3.3.74) to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).

*3.3.75		Eton Amusement Corporation (incorporated by reference from Exhibit 3.3.75 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.76		Forty-Second Street Cinemas, Inc. (incorporated by reference from Exhibit 3.3.76 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.77		Lance Theatre Corporation (incorporated by reference from Exhibit 3.3.77 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.78		Leow’s California Theatres, Inc. (incorporated by reference from Exhibit 3.3.78 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.79		Parkchester Amusement Corporation (incorporated by reference from Exhibit 3.3.79 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.80		Talent Booking Agency, Inc. (incorporated by reference from Exhibit 3.3.80 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.81		Loews Richmond Mall Cinemas, Inc. (incorporated by reference from Exhibit 3.3.81 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.82		Mid-States Theatres, Inc. (incorporated by reference from Exhibit 3.3.82 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.83		Loews Montgomery Cinemas, Inc. (incorporated by reference from Exhibit 3.3.83 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.84		Stroud Mall Cinemas, Inc. (incorporated by reference from Exhibit 3.3.84 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.85		Fountain Cinemas, Inc. (incorporated by reference from Exhibit 3.3.85 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.86		Loews Arlington West Cinemas, Inc. (incorporated by reference from Exhibit 3.3.86 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.87		Loews Deauville North Cinemas, Inc. (incorporated by reference from Exhibit 3.3.87 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.88		Loews Fort Worth Cinemas, Inc. (incorporated by reference from Exhibit 3.3.88 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.89		Loews Houston Cinemas, Inc. (incorporated by reference from Exhibit 3.3.89 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.90		Loews Lincoln Plaza Cinemas, Inc. (incorporated by reference from Exhibit 3.3.90 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.91		Loews Cineplex Entertainment Gift Card Corporation (incorporated by reference from Exhibit 3.3.91 to the Company’s Form S- 4 (File No. 333-133574) filed April 27, 2006).
*3.3.92		Loews Pentagon City Cinemas, Inc. (incorporated by reference from Exhibit 3.3.92 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.93		AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.3.93 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.94		AMC Entertainment Interational, Inc. (incorporated by reference from Exhibit 3.3.94 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.95		American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.3.95 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).

*3.3.96		Centertainment, Inc. (incorporated by reference from Exhibit 3.3.96 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.97		Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.3.97 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.98		National Cinema Network, Inc. (incorporated by reference from Exhibit 3.3.98 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.99		Premium Cinema of Yorktown, Inc. (incorporated by reference from Exhibit 3.3.99 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.3.100		Premium Theater of Framingham, Inc. (incorporated by reference from Exhibit 3.3.100 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.3.101		Premium Theatre of Mayfair, Inc. (incorporated by reference from Exhibit 3.3.101 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.4		By-laws of the following Additional Registrants: (incorporated by reference from Exhibit 3.4 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006):
		Brick Plaza Cinemas, Inc.
		Crescent Advertising Corporation
		Eton Amusement Corporation
		Fall River Cinema, Inc.
		Farmers Cinemas, Inc.
		Forty-Second Street Cinemas, Inc.
		Fountain Cinemas, Inc.
		Jersey Garden Cinemas, Inc.
		Kips Bay Cinemas, Inc.
		Lance Theatre Corporation
		Liberty Tree Cinema Corp.
		Loeks Acquisition Corp.
		Loews Akron Cinemas, Inc.
		Loews Arlington Cinemas, Inc.
		Loews Arlington West Cinemas, Inc.
		Loews Baltimore Cinemas, Inc.
		Loews Berea Cinemas, Inc.
		Loews Bristol Cinemas, Inc.
		Loew’s California Theatres, Inc.
		Loews Centerpark Cinemas, Inc.
		Loews Century Mall Cinemas, Inc.
		Loews Cheri Cinemas, Inc.
		Loews Cherry Tree Mall Cinemas, Inc.
		Loews Chicago Cinemas, Inc.

		Loews Cineplex Entertainment Gift Card Corporation
		Loews Cineplex International Holdings, Inc.
		Loews Cineplex Theatres Holdco, Inc.
		Loews Citywalk Theatre Corporation
		Loews Connecticut Cinemas, Inc.
		Loews Deauville North Cinemas, Inc.
		Loews East Hanover Cinemas, Inc.
		Loews Fort Worth Cinemas, Inc.
		Loews Freehold Mall Cinemas, Inc.
		Loews Fresh Pond Cinemas, Inc.
		Loews Greenwood Cinemas, Inc.
		Loews Houston Cinemas, Inc.
		Loews Lafayette Cinemas, Inc.
		Loews Lincoln Plaza Cinemas, Inc.
		Loews Meadowland Cinemas 8, Inc.
		Loews Meadowland Cinemas, Inc.
		Loews Merrillville Cinemas, Inc.
		Loews Montgomery Cinemas, Inc.
		Loews Mountainside Cinemas, Inc.
		Loews New Jersey Cinemas, Inc.
		Loews Newark Cinemas, Inc.
		Loews Pentagon City Cinemas, Inc.
		Loews Richmond Mall Cinemas, Inc.
		Loews Ridgefield Park Cinemas, Inc.
		Loews Theatre Management Corp.
		Loews Theatres Clearing Corp.
		Loews Toms River Cinemas, Inc.
		Loews USA Cinemas Inc.
		Loews Vestal Cinemas, Inc.
		Loews Washington Cinemas, Inc.
		Loews West Long Branch Cinemas, Inc.
		Loews-Hartz Music Makers Theatres, Inc.
		LTM Turkish Holdings, Inc.
		Mid-States Theatres, Inc.
		Music Makers Theatres, Inc.
		New Brunswick Cinemas, Inc.
		Nickelodeon Boston, Inc.

		Parkchester Amusement Corporation
		Parsippany Theatre Corp.
		Plitt Southern Theatres, Inc.
		Plitt Theatres, Inc.
		Red Bank Theatre Corporation
		RKO Century Warner Theatres, Inc.
		S&J Theatres Inc.
		Sack Theatres, Inc.
		South Holland Cinemas, Inc.
		Star Theatres of Michigan, Inc.
		Star Theatres, Inc.
		Stroud Mall Cinemas, Inc.
		Talent Booking Agency, Inc.
		The Walter Reade Organization, Inc.
		Theater Holdings, Inc.
		U.S.A. Cinemas, Inc.
		Webster Chicago Cinemas, Inc.
		White Marsh Cinemas, Inc.
*3.5		By-laws of LCE Mexican Holdings, Inc. (incorporated by reference from Exhibit 3.5 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.6		By-laws of Loews Cineplex Theatres, Inc. (incorporated by reference from Exhibit 3.6 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.7		Limited Liability Company Agreement of Loews Cineplex U.S. Callco, LLC. (incorporated by reference from Exhibit 3.7 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.8		Limited Liability Company Agreement of Downtown Boston Cinemas, LLC (incorporated by reference from Exhibit 3.8 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.9		Limited Liability Company Agreement of Gateway Cinemas, LLC. (incorporated by reference from Exhibit 3.9 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.10		Limited Liability Company Agreement of Loews North Versailles Cinemas, LLC. (incorporated by reference from Exhibit 3.10 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.11		Limited Liability Company Agreement of Loews Plainville Cinemas, LLC. (incorporated by reference from Exhibit 3.11 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.12		Limited Liability Company Agreement of Methuen Cinemas, LLC. (incorporated by reference from Exhibit 3.12 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).

*3.13		Limited Liability Company Agreement of Ohio Cinemas, LLC. (incorporated by reference from Exhibit 3.13 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.14		Limited Liability Company Agreement of Richmond Mall Cinemas, LLC. (incorporated by reference from Exhibit 3.14 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.15		Limited Liability Company Agreement of Springfield Cinemas, LLC. (incorporated by reference from Exhibit 3.15 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.16		Limited Liability Company Agreement of Waterfront Cinemas, LLC. (incorporated by reference from Exhibit 3.16 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.17		Limited Liability Company Agreement of Lewisville Cinemas, LLC. (incorporated by reference from Exhibit 3.17 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.18		Limited Liability Company Agreement of Loews Garden State Cinemas, LLC. (incorporated by reference from Exhibit 3.18 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.19		Partnership Agreement of Loeks-Star Partners. (incorporated by reference from Exhibit 3.19 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.20		By-laws of AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.20 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.21		By-laws of AMC Entertainment Interational, Inc. (incorporated by reference from Exhibit 3.21 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.22		By-laws of American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.22 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.23		By-laws of Centertainment, Inc. (incorporated by reference from Exhibit 3.23 to the Company’s Form S-4 (File No. 333- 133574) filed April 27, 2006).
*3.24		By-laws of Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.24 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.25		By-laws of National Cinema Network, Inc. (incorporated by reference from Exhibit 3.25 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
*3.26		By-laws of Premium Theater of Framingham, Inc. (incorporated by reference from Exhibit 3.26 to the Company’s Form S-4 (File No. 333-133574) filed April 27, 2006).
**31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
**31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
**32.1		Section 906 Certifications of Peter C. Brown (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.

* Previously filed

** Filed herewith

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.

		AMC ENTERTAINMENT INC.
Date: April 16, 2007		/s/ PETER C. BROWN
		Peter C. Brown Chairman of the Board, Chief Executive Officer and President
Date: April 16, 2007		/s/ CRAIG R. RAMSEY
		Craig R. Ramsey Executive Vice President and Chief Financial Officer

Number of Shares

Title of Each Class of Common Stock

Outstanding as of June 29, 2006

Common Stock, 1¢ par value