8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): December 11, 2006 (December 11, 2006)

AMC ENTERTAINMENT INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 1-8747
(Commission File Number) 43-1304369
(I.R.S. Employer
Identification Number)

920 Main Street, Kansas City, Missouri 64105
(Address of Principal Executive Offices, including Zip Code)

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01    Regulation FD Disclosure

        On December 11, 2006, Marquee Holdings Inc., the parent company of AMC Entertainment Inc. ("AMCE"), filed a Registration Statement on Form S-1 (the "Registration Statement") relating to an initial public offering of shares of its common stock. The Registration Statement disclosed non-public material information about AMCE.

        AMCE is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of AMCE's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits

(d)	Exhibits (furnished solely for purposes of Item 7.01 of this Form 8-K)
	Exhibit 99.1	—	Disclosure regarding AMC Entertainment Inc. in connection with the filing of the Registration Statement on Form S-1 by Marquee Holdings Inc. on December 11, 2006

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Signatures

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

Date: December 11, 2006

AMC ENTERTAINMENT INC.

/s/  CRAIG R. RAMSEY Name: Craig R. Ramsey
Title: Executive Vice President and Chief
    Financial Officer

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Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits

Signatures

EX-99.1

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Exhibit 99.1

MARKET AND INDUSTRY INFORMATION

        Information regarding market share, market position and industry data pertaining to our business contained in this exhibit consists of our estimates based on data and reports compiled by industry professional organizations (including the Motion Picture Association of America, the National Association of Theatre Owners ("NATO"), Nielsen Media Research, Dodona Research, Rentrak Corporation ("Rentrak") and Screen Digest), industry analysts and our management's knowledge of our business and markets.

        Although we believe that the sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications, and we take no further responsibility for this data. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources. While we are not aware of any misstatements regarding any industry data presented in this exhibit, our estimates involve risks and uncertainties and are subject to changes based on various factors, including those discussed under "Risk Factors."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•

national, regional and local economic conditions that may affect the markets in which we operate;



•

the levels of expenditures on entertainment in general and movie theatres in particular;



•

increased competition within movie exhibition or other competitive entertainment mediums;



•

technological changes and innovations, including alternative methods for delivering movies to consumers;



•

the popularity of theatre attendance and major motion picture releases;



•

shifts in population and other demographics;



•

our ability to renew expiring contracts at favorable rates, or to replace them with new contracts that are comparably favorable to us;



•

our need for, and ability to obtain, additional funding for acquisitions and operations;



•

risks and uncertainties relating to our significant indebtedness following the completion of the Holdings offering (as defined below);



•

fluctuations in operating costs;



•

capital expenditure requirements;



•

changes in interest rates; and

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•

changes in accounting principles, policies or guidelines.

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

        Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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INTRODUCTION

On January 26, 2006, Marquee Holdings Inc. ("Holdings"), the parent of AMC Entertainment Inc. ("AMC Entertainment"), merged with LCE Holdings, Inc. ("LCE Holdings"), the parent of Loews Cineplex Entertainment Corporation ("Loews"), with Holdings continuing after the merger, and Loews merged with and into AMC Entertainment, with AMC Entertainment continuing after the merger (collectively, the "Mergers"). As used in this exhibit, unless the context otherwise requires, references to "AMC Entertainment" or "AMCE" refer to AMC Entertainment Inc. and its subsidiaries prior to giving effect to the Mergers. Upon completion of the initial public offering of Holdings (the "Holdings IPO" or "Holdings Offering"), Holdings will change its name to AMC Entertainment Inc. Except as otherwise indicated or otherwise required by the context, references in this exhibit to "we," "us," the "combined company" or the "company" refer to the combined business of Holdings and its subsidiaries after giving effect to the Mergers.

As used in this exhibit, the term "pro forma" refers to, in the case of pro forma financial information, such information after giving pro forma effect to the Merger Transactions (as defined below), the NCM Transactions (as described under "Introduction—Recent Developments") and the Holdings offering. The share data set forth in this exhibit reflects a reclassification of Holdings' capital stock as more fully described under "Introduction—The Reclassification."

Holdings has a 52-week or 53-week fiscal year ending on the Thursday closest to April 1. Fiscal years 2002, 2004, 2005 and 2006 contained 52 weeks. Fiscal year 2003 contained 53 weeks.

Who We Are

        We are one of the world's leading theatrical exhibition companies based on total revenues. We were founded in 1920 and over the years we have pioneered many of the industry's leading innovations including the megaplex theatre. Additionally, through our acquisition activity we have acquired some of the most respected companies in the theatrical exhibition industry such as General Cinemas and Loews. As of September 28, 2006, we owned, operated or held interests in 411 theatres with a total of 5,635 screens, of which approximately 82% were located in the United States and Canada. We believe that we have one of the most modern theatre circuits among the world's major theatre exhibitors. Our circuit of high-performing theatres is primarily located in large, urban markets where we have a strong market position which allows us to maximize revenues and manage our costs effectively. For the 52 weeks ended March 30, 2006, on a pro forma basis, we had revenues of $2.4 billion, Adjusted EBITDA (as defined on page 12 under "Summary Unaudited Pro Forma Financial and Operating Data") of $367.5 million, a loss from continuing operations of $245.2 million and, on a historical basis, we had net cash provided by operating activities of $25.7 million. For the 52 weeks ended September 28, 2006, on a pro forma basis, we had revenues of $2.4 billion, Adjusted EBITDA of $389.9 million, a loss from continuing operations of $189.7 million and, on a historical basis, we had net cash provided by operating activities of $96.4 million. Net cash provided by operating activities for the 52 weeks ended March 30, 2006 and September 28, 2006 do not include $142.5 million of cash acquired in the Mergers. See "Summary Unaudited Pro Forma Financial and Operating Data."

        In the United States, as of September 28, 2006, we operated 312 theatres with 4,468 screens in 30 states and the District of Columbia. We have a significant presence in most major urban "Designated Market Areas," or "DMAs" (television market areas as defined by Nielsen Media Research). For the 52 weeks ended September 28, 2006, we had the number one or two market share in 21 of the top 25 DMAs in the U.S., including the number one market share in New York City, Chicago, Dallas and Boston, among others, and we operated 25 of the top 50 theatres in the U.S. and Canada in terms of box office revenues as measured by Rentrak. As of September 28, 2006, we had an average of 14.5 screens per theatre, which we believe to be the highest among the major U.S. and Canada theatre

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exhibitors. Our U.S. and Canada theatre circuit represented 91.5% of our revenues for the 52 weeks ended September 28, 2006 on a pro forma basis.

        As of September 28, 2006, our international circuit of 92 theatres and 1,007 screens consisted principally of wholly-owned theatres in Mexico and unconsolidated joint ventures in South America and Spain. In Mexico, we owned and operated 43 theatres and 476 screens primarily located in the Mexico City Metropolitan Area, or MCMA, through Grupo Cinemex, S.A. de C.V. and its subsidiaries (Cinemex). We believe that we have the number one market share in the MCMA with an estimated 49% of MCMA attendance through August of calendar 2006. We also had three wholly-owned theatres and 42 screens in Europe. Our wholly-owned international circuit represented 8.5% of our revenues for the 52 weeks ended September 28, 2006 on a pro forma basis.

        In addition, as of September 28, 2006, we participated in 50% joint ventures in South America (Hoyts General Cinema South America, or HGCSA) and Spain (Yelmo Cineplex, S.L., or Yelmo) which collectively owned 46 theatres and 489 screens. Although we do not consolidate our joint ventures, we have been able to capture value for these assets through divestitures.

        The following table sets forth historical and pro forma information of AMC Entertainment and Loews, on a combined basis, concerning new builds (including expansions), acquisitions and dispositions (including disposals to comply with the U.S. Department of Justice and State Attorney General requirements for approval of the Mergers and our Portugal and Spain dispositions) and end of period theatres and screens through September 28, 2006:

	New Builds		Acquisitions		Closures/Dispositions		Total Theatres(1)
Fiscal Year	Number of Theatres	Number of Screens	Number of Theatres	Number of Screens	Number of Theatres	Number of Screens	Number of Theatres	Number of Screens
1996	9	177	—	—	42	180	371	2,569
1997	20	368	—	—	30	133	361	2,804
1998	28	674	—	—	33	151	356	3,327
1999	33	547	314	1,736	73	278	630	5,332
2000	33	650	—	—	96	490	567	5,492
2001	16	262	—	—	144	837	439	4,917
2002	15	255	5	68	54	338	405	4,902
2003	7	123	109	1,155	106	829	415	5,351
2004	9	133	3	48	27	190	400	5,342
2005	7	89	—	—	16	102	391	5,329
2006	14	197	—	—	30	264	375	5,262
2007(2)	3	48	—	—	18	228	360	5,082
	194	3,523	431	3,007	669	4,020

(1)

Excludes 51 theatres and 553 screens that we manage or in which we have a partial interest.

(2)

Through September 28, 2006.

Our Competitive Strengths

        Key characteristics of our business that we believe make us a particularly effective competitor against other theatrical exhibition companies and position us well for future growth include:

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our leading scale and market position;



•

our modern theatre circuit;



•

our highly productive theatres;

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•

our broad major market coverage with prime theatre locations;



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our strong cash flow generation; and



•

our proven management team.

        Leading Scale and Market Position.    We are one of the world's leading theatrical exhibition companies based on total revenues, enjoying geographic market diversification and leadership in major markets worldwide. Our merger on January 26, 2006 with Loews combined two leading theatrical exhibition companies, each with a long history of operating in the industry, and increased the number of screens we operated by 47%. As of September 28, 2006, we owned, operated or held interests in a geographically diverse theatre circuit consisting of 411 theatres and 5,635 screens. We believe the size of our operations allows us to achieve economies of scale, which provides us with a competitive advantage in real estate, theatre level operations, purchasing, theatre support and general and administrative activities, and positions us to benefit from positive industry attendance trends and revenue generating opportunities.

        Modern Theatre Circuit.    We are an industry leader in the development and operation of megaplex theatres, typically defined as a theatre having 14 or more screens and offering amenities to enhance the movie-going experience, such as stadium seating providing unobstructed viewing, digital sound and enhanced seat design. We believe that the megaplex format provides the operator with enhanced revenue opportunities and better asset utilization while creating convenience for patrons by increasing film choice and the number of film starting times. 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. From April 1995 through September 28, 2006, AMC Entertainment and Loews built 194 theatres with 3,523 new screens, acquired 431 theatres with 3,007 screens and disposed of 669 theatres with 4,020 screens. Of the total new build screens, 2,933 were added during the 1995 through 2002 period as we led the industry in modernizing our circuit through development of megaplex theatres. As of September 28, 2006, 3,274 or approximately 71% of our screens in the U.S. and Canada were located in megaplex theatres and as a result of the high quality nature of our circuit, the pace of new builds has recently slowed. The average number of screens per theatre in the United States and Canada increased from 11.2 for AMCE at the end of 2001 to 14.5 for the combined company as of September 28, 2006, which was well above the National Association of Theatre Owners average of 6.5 and indicative of the extent to which we have upgraded our theatre circuit.

        Highly Productive Theatres.    Our theatres are generally among the most productive in the markets where they operate. For the 52 weeks ended September 28, 2006, we had the number one market share in New York City, Chicago, Dallas and Boston, among others, and we operated 25 of the top 50 theatres in the U.S. and Canada in terms of box office revenue as measured by Rentrak. Our next closest competitor operated ten of the top 50 theatres. In addition, for the 52 weeks ended September 28, 2006, on a pro forma basis, our theatre circuit in the United States and Canada produced box office revenues per screen at rates approximately 25% higher than our closest peer competitor and 42% higher than the industry average, as measured by Rentrak. On average, our theatres do more business and serve more customers, which positions us to benefit from our highly profitable concessions operations and from growth in advertising, arcade, ticketing fees and other ancillary sources of revenue.

        Broad Major Market Coverage in the United States with Prime Theatre Locations.    Our theatres are generally located in large, urban markets, giving us a breadth of market coverage that places us in most major markets in the United States. As of September 28, 2006, we operate in all but two of the Top 25 DMAs. Our theatres are usually located near or within developments that include retail stores, restaurants and other activities that complement the movie-going experience. Traditionally, the

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population densities, affluence and ethnic and cultural diversity of top DMA's generate higher levels of box office per capita and greater opportunity for a broader array of film genre, all of which we believe position the AMC circuit to benefit from the potential growth in these markets.

        Strong Cash Flow Generation.    As a leading exhibitor, AMC Entertainment generated net cash provided by operating activities of $65.0 million for the six months ended September 28, 2006. In future years, we expect to generate enough cash flow to service debt, maintain existing facilities, invest in our business through an appropriate level of new builds that allows us to maintain the high quality of our theatre circuit and to pay dividends to shareholders.

        Proven Management Team.    Our highly experienced senior management team has an average of 25 years of experience in the theatrical exhibition industry. Management has also successfully integrated a number of acquisitions which have achieved immediate cost-savings and has demonstrated the ability to successfully manage our business through all industry and economic cycles.

Our Strategy

        Our strategic plan has three principal elements:

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maximizing operating efficiencies by focusing on the fundamentals of our business;



•

optimizing our theatre portfolio through selective new builds, acquisitions and the disposition of underperforming theatres; and



•

enhancing and extending our business and brands and in doing so, growing our core and ancillary revenues.

        Maximizing Operating Efficiencies.    We believe the fundamentals of our business include maximizing revenues, managing our costs and improving our margins. For example, since fiscal 2001, AMC Entertainment has implemented key initiatives in each of these areas, which have resulted in the following:

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theatre revenues per patron for AMC Entertainment have increased by a 5.1% compound annual growth rate, or CAGR, from fiscal 2001 through the 52 week period ended September 28, 2006, which resulted in a per patron increase of greater than $2.40 over this period; and



•

as a result of numerous cost control initiatives, our cost of operations have declined as a percentage of total revenues from 67.4% in fiscal 2001 to 63.8% for the 52 weeks ended September 28, 2006;

As a result, our Segment Adjusted EBITDA⁽¹⁾ margins have increased from 14.5% in fiscal 2001 to 18.2% for the 52 weeks ended September 28, 2006, additionally;

⁽¹⁾

See Note 11 to our Unaudited Financial Statements included in AMC Entertainment's Form 10-Q filed for the quarterly period ended September 28, 2006 and Note 16 to our Audited Financial Statements included in AMC Entertainment's Form 10-K for the fiscal year ended March 30, 2006.

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general and administrative expenses: other for AMC Entertainment have declined as a percentage of total revenue from 2.7% in fiscal 2001 to 2.3% during the 52 weeks ended September 28, 2006.

        Optimizing Our Theatre Portfolio.    Asset quality is a function of our selective new build, acquisition and theatre disposition strategies.

        As a recognized leader in the development and operation of megaplex theatres and based upon our financial resources, we believe that we will continue to have attractive new build opportunities

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presented to us by real estate developers and others. We intend to selectively pursue new build opportunities where the characteristics of the location and the overall market meet our strategic and financial return criteria. As of September 28, 2006, we had 9 theatres with 129 screens under construction and scheduled to open in fiscal 2007.

        There are approximately 590 theatrical exhibitors in the United States and Canada, and the top five exhibitors account for approximately 52% of the industry's screens. This statistic is up from 34% in 1999 and is evidence that the theatrical exhibition business in the United States and Canada has been consolidating. AMC Entertainment and Loews each played a key role in this consolidation process from 2002 through 2004, with AMC Entertainment acquiring three domestic theatre operators with a total of 737 screens and Loews acquiring two domestic theatre operators with a total of 185 screens. We intend to continue our disciplined approach of assessing strategic acquisition opportunities as they present themselves.

        We believe that a major factor that further differentiates us from our competitors and has contributed to our overall theatre portfolio quality has been our proactive effort to close or dispose of older, underperforming theatres. Since fiscal 1995, our last fiscal year before the first megaplex theatre opened, we have closed or disposed of 4,020 screens on a combined basis, 1,630 of which were owned by AMC Entertainment at the time of disposal and 2,390 of which were owned by Loews. We have identified 52 multiplex theatres with 418 screens that we may close over the next one to three years due to the expiration of leases or early lease terminations. In order to maintain a modern, high quality theatre circuit, we will continue to evaluate our theatre portfolio and, where appropriate, dispose of theatres through closures, lease terminations, lease buyouts, sales or subleases.

        Enhancing and Extending Our Business and Brands.    We believe there are opportunities to increase our core and ancillary revenues and build brand equity through enhancements of our business, new product offerings and strategic marketing initiatives. We have explored numerous ways to grow our ancillary revenues, which are traditionally high growth, high margin prospects. For example:

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We were a founding member and currently own approximately 29% of National CineMedia, LLC, a cinema screen advertising venture representing 12,973 U.S. and Canadian theatre screens (of which 11,077 are equipped with digital projection capabilities) and reaching 530 million movie guests annually;



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We were a founding partner and currently own approximately 27% of MovieTickets.com, an Internet ticketing venture representing over 9,500 screens; we own approximately 9% of Fandango, an on-line movie ticketing company that Loews founded with several other exhibitors and which represents approximately 14,000 screens;



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Our MovieWatcher frequent moviegoer loyalty program has been the largest program in the industry with approximately 1.6 million active members;



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We introduced the AMC Entertainment Card in October 2002, the first stored valued gift card sold circuit wide in the industry. We currently sell the card through several marketing alliances at approximately 50,000 retail outlets throughout the United States and Canada; and



•

During 2006, we implemented specific marketing initiatives targeted at increasing attendance. In addition, we have introduced value oriented product combinations and pricing as part of our concession offerings that has increased concession spending per patron and profitability.

The Industry

        Theatrical exhibition is the primary distribution channel for new motion picture releases and we believe that the theatrical success of a motion picture is often the most important factor in establishing

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its value in the other parts of the product life cycle (DVD/videocassette, cable television and other ancillary markets).

        Theatrical exhibition has demonstrated long-term steady growth. U.S. and Canada box office revenues increased by a 4.5% CAGR over the last 20 years, driven by increases in both ticket prices and attendance. Ticket prices have grown steadily over the past 20 years, growing at a 3% CAGR. In calendar 2005, industry box office revenues were $9.0 billion, a decrease of 5.7% from the prior year and which in our view is principally the result of the popularity of film product. Calendar year box office revenues are up 6% as reported by Rentrak and we estimate that attendance is up 4% through September 28, 2006 over the comparable calendar 2005 period.

        We believe the movie-going experience continues to provide an attractive value for consumers because it is a convenient and affordable option when compared to other forms of out-of-home entertainment. The estimated average ticket price in the United States and Canada was $6.41 in 2005, which is considerably less than other forms of out-of-home entertainment such as concerts and sporting events.

        During the period from 1995, when we first introduced the megaplex theatre, to 1999, U.S. and Canada screen count grew at an 8% CAGR from 27,000 to approximately 36,500. Since then, screen counts have grown at a more moderate pace, resulting in a total screen count of 37,100 at the end of 2005. According to NATO and the Motion Picture Association 2005 MPAA Market Statistics, average screens per theatre have increased from 3.8 in 1995 to 6.5 in 2005, which we believe is indicative of the industry's development of megaplex theatres.

Recent Developments

        National CineMedia.    National CineMedia, LLC ("NCM") is a cinema screen advertising venture representing 12,973 U.S. and Canadian theatre screens (of which 11,077 are equipped with digital projection capabilities) and reaching 530 million movie guests annually jointly owned by Holdings, Cinemark, Inc. ("Cinemark") and Regal Entertainment Group ("Regal"). As of September 28, 2006, we had a 29% interest in NCM which we accounted for using the equity method. On October 12, 2006, National CineMedia, Inc. ("NCM, Inc."), a newly formed entity that will serve as the sole manager of NCM, announced that it filed a registration statement with the SEC for an initial public offering, or IPO, of up to $700 million of its common stock. Net proceeds from NCM, Inc.'s IPO will be used to acquire newly issued equity interests from NCM and NCM will distribute the net proceeds to each of us, Cinemark and Regal on a pro rata basis in connection with modifying payment obligations for extended access to our theatres. In connection with the completion of NCM, Inc.'s IPO, NCM also intends to enter into an approximately $725 million term loan facility the net proceeds of which will be used to redeem preferred units to be held by each of us, Cinemark and Regal on a pro rata basis pursuant to a recapitalization of NCM prior to completion of NCM, Inc.'s IPO. We expect to receive proceeds from NCM Inc.'s IPO and the redemption of our preferred units upon completion of such transactions of approximately $425 million to $475 million. We are still evaluating our use of proceeds from these transactions, which may include the repayment of certain of our indebtedness. However, we have not yet determined which of our indebtedness we may repay, and we may decide to use these proceeds for a purpose other than the repayment of our indebtedness.

        In connection with the completion of NCM, Inc.'s IPO, we intend to amend and restate our existing services agreement with NCM whereby in exchange for our pro rata share of the proceeds from NCM, Inc.'s IPO and redemption of our preferred units, we will agree to a modification of NCM's payment obligation under the existing agreement. The modification will extend the term of the agreement to 30 years, provide NCM with a five year right of first refusal for the services beginning one year prior to the end of the term and change the basis upon which we are paid by NCM from a percentage of revenues associated with advertising contracts entered into by NCM to a monthly theatre

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access fee. The theatre access fee would be composed of a fixed payment per patron and a fixed payment per digital screen, which would increase by 8% every five years starting at the end of fiscal 2011 for payments per patron and by 5% annually starting at the end of fiscal 2007 for payments per digital screen. Additionally, we will enter into the Loews Screen Integration Agreement with NCM pursuant to which we will pay NCM an amount that approximates the EBITDA that NCM would generate if it were able to sell advertising in the Loews theatre chain on an exclusive basis commencing upon the completion of NCM, Inc.'s IPO, and NCM will issue to us common membership units in NCM increasing our expected ownership interest to approximately 33%; such Loews payments will be made quarterly until May 2008. Also, with respect to any on-screen advertising time provided to our beverage concessionaire, we would be required to purchase such time from NCM at a negotiated rate. In addition, after completion of NCM, Inc.'s IPO, we expect to receive mandatory quarterly distributions of excess cash from NCM.

        There can be no guarantee that NCM, Inc. will complete its IPO or debt transactions, which we refer to in this exhibit as the "NCM Transactions," or that we will receive any of the expected proceeds. The Holdings offering is conditioned upon the completion of the NCM Transactions.

The Merger Transactions

        In January 2006, Holdings merged with LCE Holdings, the parent of Loews, with Holdings continuing as the holding company for the merged businesses, and Loews merged with and into AMC Entertainment, with AMC Entertainment continuing after the merger. Operating results of the acquired theatres are included in our consolidated statements of operations from January 26, 2006.

        Concurrently with the closing of the Mergers, we entered into the following financing transactions: (1) our new senior secured credit facility, consisting of a $650.0 million term loan facility and a $200.0 million revolving credit facility; (2) the issuance by AMCE of $325.0 million in aggregate principal amount of 11% senior subordinated notes due 2016; (3) the termination of AMC Entertainment's existing senior secured credit facility, under which no amounts were outstanding, and the repayment of all outstanding amounts under Loews' existing senior secured credit facility and the termination of all commitments thereunder; and (4) the completion of the tender offer and consent solicitation for all $315.0 million aggregate principal amount of Loews' 9.0% senior subordinated notes due 2014.

        We refer collectively to the Mergers, the consummation of the financing transactions described above and certain related divestitures as the "Merger Transactions."

The Reclassification

        Prior to consummating the Holdings offering, Holdings intends to reclassify each share of its existing Class A common stock, Class N common stock and Class L common stock. Pursuant to the reclassification, each holder of shares of Class A common stock, Class N common stock and Class L common stock will receive             shares of common stock for one share of Class A common stock, Class L common stock or Class N common stock. Upon completion of the Holdings offering, Holdings will change its name to AMC Entertainment Inc. The transactions described in this paragraph are referred to in this exhibit as the "Reclassification."

        Currently, investment vehicles controlled by J.P. Morgan Partners, LLC (collectively "JPMP"), Apollo Investment Fund V, L.P. and certain related investment funds (collectively "Apollo"), JPMP's and Apollo's co-investors, affiliates of Bain Capital Partners ("Bain"), The Carlyle Group ("Carlyle"), Spectrum Equity Investors ("Spectrum"), and management hold 100% of Holdings' outstanding common stock. JPMP, Apollo, Bain, Carlyle and Spectrum are collectively referred to as the "Sponsors."

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Summary Unaudited Pro Forma Financial and Operating Data

        The following summary unaudited pro forma financial and operating data sets forth our unaudited pro forma combined balanced sheet as of September 28, 2006 and unaudited pro forma combined statement of operations for the 26 weeks ended September 28, 2006, the 52 weeks ended March 30, 2006 and the 52 weeks ended September 28, 2006. The pro forma financial data has been derived from our unaudited pro forma condensed consolidated financial information and the notes thereto included elsewhere in this exhibit and has been prepared based on Holdings' and LCE Holdings' historical consolidated financial statements included elsewhere in this exhibit. The unaudited pro forma combined balance sheet gives pro forma effect to the NCM Transactions and the Holdings offering, as if they had occurred on September 28, 2006. The unaudited pro forma combined statement of operations data gives pro forma effect to the Merger Transactions, the NCM Transactions and the Holdings offering, as if each had occurred at April 1, 2005. We have included pro forma financial information for 52 weeks ended September 28, 2006 because we believe that this information provides meaningful financial data about our company's performance after completion of the Merger Transactions in January 2006. In addition, our senior secured credit facility requires us to measure compliance with certain quarterly financial covenants on a trailing twelve month basis. See "—Covenant Compliance." The summary unaudited pro forma financial and operating data is based on certain assumptions and adjustments and does not purport to present what our actual results of operations would have been had the Merger Transactions, the NCM Transactions or the Holdings offering and events reflected by them in fact occurred on the dates specified, nor is it necessarily indicative of the results of operations that may be achieved in the future. The summary unaudited pro forma combined financial data should be read in conjunction with "Unaudited Pro Forma Condensed Consolidated Financial Information" and other financial data of Holdings and LCE Holdings presented elsewhere in this exhibit.

8

			Pro Forma
			26 Weeks Ended September 28, 2006			52 Weeks Ended March 30, 2006			52 Weeks Ended September 28, 2006
			(thousands of dollars, except operating and per share data)
Statement of Operations Data:
Total revenues			$	1,253,450		$	2,384,714		$	2,428,668
	Cost of operations			810,077			1,568,149			1,575,626
	Rent			222,063			441,349			445,660
	General and administrative expense:
		Merger and acquisition costs		5,826			18,059			17,901
		Other		29,680			76,985			66,219
	Pre-opening expense			3,129			10,635			13,354
	Theatre and other closure expense			7,710			601			7,331
	Restructuring charge			—			3,980			72
	Depreciation and amortization			129,075			267,538			262,272
	Impairment of long-lived assets			—			11,974			11,974
	Disposition of assets and other (gains)			(8,500	)		(1,300	)		(10,189	)
Total costs and expenses				1,199,060			2,397,970			2,390,220
Other (income)				(6,314	)		(11,712	)		(10,807	)
Interest expense				115,538			228,518			229,176
Investment expense (income)				(3,609	)		5,127			743
Loss from continuing operations before income taxes				(51,225	)		(235,189	)		(180,664	)
Income tax provision (benefits)				2,200			10,055			9,039
Loss from continuing operations			$	(53,425	)	$	(245,244	)	$	(189,703	)
Loss per share from continuing operations (basic and diluted)			$			$			$
Average shares outstanding:
	Basic and diluted
Other Data:
	Adjusted EBITDA(1)					$	367,465		$	389,936

9

Balance Sheet Date (at period end):
	Cash and equivalents			$	743,370
	Corporate borrowings				2,461,839
	Other long-term liabilities				659,390
	Capital and financing lease obligations				55,038
	Stockholders' equity (default)				1,105,817
	Total Assets				4,667,586
Operating Data (at period end):
	Average screens—continuing operations(2)	5,146	5,138		5,155
	Number of screens operated	5,635	5,829		5,635
	Number of theatres operated	411	428		411
	Screens per theatre	13.7	13.6		13.7
	Attendance (in thousands)—continuing operations(2)	128,009	243,545		248,277

(1)

Adjusted EBITDA in this exhibit corresponds to "Annualized EBITDA" in our senior secured credit facility. See "—Covenant Compliance" for reconciliation of Adjusted EBITDA to loss from continuing operations. Adjusted EBITDA is not a presentation made in accordance with U.S. GAAP and our use of the term Adjusted EBITDA varies from others in our industry. This measure should not be considered as an alternative to net earnings (loss), operating income or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or cash flows as measures of liquidity. Adjusted EBITDA is presented giving pro forma effect to the NCM Transactions and the Holdings offering and does not purport to present our actual historical covenant compliance calculations. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:

•

includes estimated cost savings and operating synergies related to the Merger Transactions;

•

does not include one-time transition expenditures that we anticipate we will need to incur to realize cost savings;

•

does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

•

does not reflect changes in, or cash requirements for, our working capital needs;

•

does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments, on our debts;

•

excludes tax payments that represent a reduction in cash available to us;

•

does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future;

•

does not reflect management fees that may be paid to the Sponsors in connection with or following the consummation of the Merger Transactions; and

•

does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our secured senior credit facility may consider not to be indicative of our ongoing operations. In particular, our definition of Adjusted EBITDA allows us to add back certain

10

non-cash and non-recurring charges that are deducted in calculating net income. However, these are expenses that may recur, vary greatly and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes.

(2)

Includes consolidated theatres only.

Covenant Compliance

        Our senior secured credit facility requires us to maintain a net senior secured leverage ratio of no more than 3.25 to 1.0, calculated on a pro forma basis for the trailing four quarters (as determined under our senior secured credit facility) as long as the commitments under our revolving credit facility remain outstanding. Failure to comply with this covenant would result in an event of default under our senior secured credit facility unless waived by our revolving credit lenders, and in any event would likely limit our ability to borrow funds pursuant to our revolving credit facility. In addition, our senior secured credit facility restricts our ability to take certain actions such as incurring additional debt or making certain acquisitions if we are unable to comply with our net senior secured leverage ratio covenant or, in the case of additional debt, maintain an Adjusted EBITDA to consolidated interest expense ratio of at least 2.0 to 1.0 and a senior leverage ratio of no more than 3.25 to 1.0 after giving pro forma effect (as determined under our senior secured credit facility) to the debt incurrence or acquisition, as the case may be. Failure to comply with these covenants would result in limiting our long-term growth prospects by hindering our ability to incur future indebtedness or grow through acquisitions.

        Pro forma Adjusted EBITDA is defined in our senior secured credit facility as loss from continuing operations, as adjusted for the items summarized in the table below. Consolidated interest expense is defined in our senior secured credit facility as interest expense excluding, among other things, the amortization of fees and expenses incurred in connection with the Merger Transactions, as well as the amortization of fees and expenses associated with certain investment and financing transactions and certain payments made in respect of operating leases, as described in the definition of consolidated interest expense, less interest income for the applicable period.

        Adjusted EBITDA is not a measurement of our financial performance or liquidity under U.S. GAAP and should not be considered as an alternative to loss from continuing operations, operating income or any other performance measures derived in accordance with U.S. GAAP. Consolidated interest expense as defined in our senior secured credit facility should not be considered an alternative to U.S. GAAP interest expense. Adjusted EBITDA includes estimated annual cost savings initiatives that we expect to achieve in connection with the Mergers as a result of actions that we have taken during the first six months following completion of the Mergers and which we anticipate we will fully realize over the 18 months following the completion of the Mergers. See "—The Merger Transactions." However, Adjusted EBITDA does not take into account the $29.9 million in one-time transition expenditures that we have incurred or anticipate that we will need to incur during this period in order to realize these cost savings. The adjustments set forth below reflecting estimated cost savings and operating synergies do not qualify as pro forma adjustments under Regulation S-X promulgated under the Securities Act and constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995, as amended. Actual results may differ materially from those reflected due to a

11

number of factors, including without limitation, (i) an inability to consolidate facilities, (ii) an inability to reduce headcount and (iii) an inability to terminate certain contracts.

	Pro Forma
	52 Weeks Ended March 30, 2006			52 Weeks Ended September 28, 2006
	(thousands of dollars, except operating data)
Calculation of Adjusted EBITDA:
Loss from continuing operations	$	(245,244	)	$	(189,703	)
Income tax provision (benefit)		10,055			9,039
Investment expense		5,127			743
Interest expense		228,518			229,176
Other expense (income)		(1,045	)		1,247
Disposition of assets and other (gains)/losses		(1,300	)		(10,189	)
Depreciation and amortization		267,538			262,272
Impairment charge		11,974			11,974
Restructuring charge		3,980			72
Theatre and other closure expense		601			7,331
Pre-opening expense		10,635			13,354
Stock-based compensation expense		1,319			2,217
Merger and acquisition costs		18,059			17,901
Subtotal	$	310,217		$	355,434
Non-cash items and other		249		$	729
Deferred rent		(3,894	)		(4,259	)
Gain on sale of investments		221			(183	)
Gain on disposition of assets		365			1,792
Litigation and insurance recoveries		3,621			10,826
Income from equity investments		4,932			2,357
Closed/Disposed theatre contribution		(164	)		(719	)
Opened theatre contribution		6,102			4,143
Cost savings initiatives:
Administrative salaries, bonuses, occupancy expenses and other administrative expenses(1)		26,338			11,392
Newspaper and other advertising expenses(2)		9,492			4,105
Vendor based contract savings for concession and other costs(3)		5,283			2,285
Theatre level salaries and bonuses(4)		4,703			2,034
Adjusted EBITDA(5)	$	367,465		$	389,936
Net senior secured indebtedness(6)				$	41,753
Net senior secured leverage ratio(7)					0.11
Senior indebtedness(8)				$	1,252,163
Senior leverage ratio(9)					3.21
Consolidated interest expense(10)				$	191,204
Adjusted EBITDA Ratio(11)					2.04

(1)

Represents (i) cost savings related to the elimination of duplicative overhead costs, including staffing and other administrative expenses, and (ii) real estate related savings for the closure of duplicative facilities, both of which are substantially complete.

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(2)

Represents (i) costs associated with duplicative advertising in markets in which AMCE and Loews have overlapping operations, including New York City, Dallas, Seattle, Washington, D.C., Detroit, Cleveland, Orlando and Philadelphia, (ii) the realization of savings from our combined purchasing power for various advertising services and (iii) the elimination of other redundant advertising spending, such as the elimination of duplicative websites. We have eliminated these costs since the completion of the Mergers.

(3)

Represents the difference between AMCE's and Loews' contractual payment rates to certain vendors to our theatres. We have incorporated Loews' operations within AMCE's national corporate contracts for these items since the completion of the Mergers.

(4)

Represents the savings achieved through alignment of theatre pay level and staffing practices and implementing best practices used by each of AMCE and Loews with respect to staffing.

(5)

See footnote (1) on page 12 for more information on Adjusted EBITDA.

(6)

The senior secured credit facility defines net senior secured indebtedness as consolidated secured indebtedness for borrowed money other than any capital lease obligations, net of cash and cash equivalents. Net senior secured indebtedness reflected in the table consists primarily of borrowings under the senior secured credit facility and also includes cash anticipated to be realized from the NCM Transactions.

(7)

The senior secured credit facility defines the net senior secured leverage ratio as the ratio of net senior secured indebtedness to Adjusted EBITDA for the trailing four fiscal quarters on a pro forma basis (as defined in the senior secured credit facility).

(8)

The senior secured credit facility defines senior indebtedness as consolidated indebtedness for borrowed money that is not expressly subordinate or junior indebtedness.

(9)

The senior secured credit facility defines the senior leverage ratio as the ratio of senior indebtedness to Adjusted EBITDA for the trailing four fiscal quarters on a pro forma basis (as defined in the senior secured credit facility).

(10)

The senior secured credit facility defines consolidated interest expense as interest expense excluding, among other things, the amortization of fees and expenses incurred in connection with the Merger Transactions, as well as the amortization of fees and expenses associated with certain investment and financing transactions and certain payments made in respect of operating leases, as described in the definition of consolidated interest expense, less interest income for the applicable period.

(11)

The senior secured credit facility defines the Adjusted EBITDA Ratio as the ratio of Adjusted EBITDA to consolidated interest expense for the trailing four fiscal quarters on a pro forma basis (as defined in the senior secured credit facility).

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RISK FACTORS

Before you decide to purchase shares of Holdings' common stock, you should understand the high degree of risk involved. You should consider carefully the following risks and other information in this exhibit, including our pro forma and historical financial statements and related notes. If any of the following risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of Holdings' common stock could decline, perhaps significantly.

Risks Related to Our Business

Our substantial debt could adversely affect our operations and prevent us from satisfying our obligations under our debt obligations, and may have an adverse effect on the price of our stock.

        We have a significant amount of debt. As of September 28, 2006, on a pro forma basis, we had $1,844 million of outstanding indebtedness. In addition, as of September 28, 2006, on a pro forma basis, $177.5 million has been committed for borrowing as additional senior debt under our senior secured credit facility. As of September 28, 2006, on a pro forma basis, our subsidiaries had approximately $5.0 billion of undiscounted rental payments under operating leases (with initial base terms of between 15 and 20 years).

        The amount of our indebtedness and lease and other financial obligations could have important consequences to you. For example, it could:

•

increase our vulnerability to general adverse economic and industry conditions;



•

limit our ability to obtain additional financing in the future for working capital, capital expenditures, dividend payments, acquisitions, general corporate purposes or other purposes;



•

require us to dedicate a substantial portion of our cash flow from operations to the payment of lease rentals and principal and interest on our indebtedness, thereby reducing the funds available to us for operations and any future business opportunities;



•

limit our planning flexibility for, or ability to react to, changes in our business and the industry; and



•

place us at a competitive disadvantage with competitors who may have less indebtedness and other obligations or greater access to financing.

        If we fail to make any required payment under our senior secured credit facility or to comply with any of the financial and operating covenants contained therein, we would be in default. Lenders under our senior secured credit facility could then vote to accelerate the maturity of the indebtedness under the senior secured credit facility and foreclose upon the stock and personal property of our subsidiaries that is pledged to secure the senior secured credit facility. Other creditors might then accelerate other indebtedness. If the lenders under the senior secured credit facility accelerate the maturity of the indebtedness thereunder, we might not have sufficient assets to satisfy our obligations under the senior secured credit facility or our other indebtedness.

        Our indebtedness under our senior secured credit facility bears interest at rates that fluctuate with changes in certain prevailing interest rates (although, subject to certain conditions, such rates may be fixed for certain periods). If interest rates increase, we may be unable to meet our debt service obligations under our senior secured credit facility and other indebtedness.

We have had significant financial losses in recent years.

        AMC Entertainment has reported net losses in each of the last nine fiscal years. AMC Entertainment's cumulative net losses for the period were approximately $508.0 million. Our loss from continuing operations on a pro forma basis for the 52 weeks ended March 30, 2006 was $245.2 million,

14

and our loss from continuing operations for the 26 weeks ended September 28, 2006 was $53.4 million. If we continue to experience such losses, we may be unable to meet our payment obligations while attempting to expand our circuit and withstand competitive pressures or adverse economic conditions.

We face significant competition when trying to acquire theatres, and we may not be able to acquire theatres on terms favorable to us.

        We anticipate significant competition from other exhibition companies and financial buyers when trying to acquire theatres, and there can be no assurance that we will be able to acquire such theatres at reasonable prices or on favorable terms. Moreover, some of these possible buyers may be stronger financially than we are. In addition, given our size and market share, as well as our recent experiences in connection with the Mergers and prior acquisitions, we may be required to dispose of theatres in connection with future acquisitions that we make. As a result of the foregoing, we may not succeed in acquiring theatres or may have to pay more than we would prefer to make an acquisition.

Acquiring or expanding existing circuits and theatres may require additional financing, and we cannot be certain that we will be able to obtain new financing on favorable terms, or at all.

        We estimate that, on a pro forma basis, our net capital expenditures aggregated to approximately $151.0 million (net of proceeds from proposed sale/leaseback transactions of approximately $35 million) in fiscal 2006, $64.1 million in the first 26 weeks of fiscal 2007 and will aggregate to approximately $143.0 million for full fiscal 2007. Actual capital expenditures in fiscal 2007 may differ materially from our estimates. We may have to seek additional financing or issue additional securities to fully implement our growth strategy. We cannot be certain that we will be able to obtain new financing on favorable terms, or at all. In addition, covenants under our existing indebtedness limit our ability to incur additional indebtedness, and the performance of any additional theatres may not be sufficient to service the related indebtedness that we are permitted to incur.

The agreements governing our indebtedness contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us that may arise.

        The agreements governing our indebtedness contain various covenants that limit our ability to, among other things:

•

incur or guarantee additional indebtedness;



•

pay dividends or make other distributions to our shareholders;



•

make restricted payments;



•

incur liens;



•

engage in transactions with affiliates; and



•

enter into business combinations.

        These restrictions could limit our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand economic downturns in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise.

        Although the indentures for our notes contain a fixed charge coverage test that limits our ability to incur indebtedness, this limitation is subject to a number of significant exceptions and qualifications. Moreover, the indentures do not impose any limitation on our incurrence of capital or finance lease obligations or liabilities that are not considered "Indebtedness" under the indentures (such as operating leases), nor do they impose any limitation on the amount of liabilities incurred by subsidiaries, if any, that might be designated as "unrestricted subsidiaries," which are subsidiaries that we designate, which

15

are not subject to the restrictive covenants contained in the indentures governing our notes. Furthermore, there are no restrictions in the indentures on our ability to invest in other entities (including unaffiliated entities) and no restrictions on the ability of our subsidiaries to enter into agreements restricting their ability to pay dividends or otherwise transfer funds to us. Also, although the indentures limit our ability to make restricted payments, these restrictions are subject to significant exceptions and qualifications.

We may not generate sufficient cash flow from our theatre acquisitions to service our indebtedness.

        In any acquisition, we expect to benefit from cost savings through, for example, the reduction of overhead and theatre level costs, and from revenue enhancements resulting from the acquisition. However, there can be no assurance that we will be able to generate sufficient cash flow from these acquisitions to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. Nor can there be any assurance that our profitability will be improved by any one or more acquisitions. Any acquisition may involve operating risks, such as:

•

the difficulty of assimilating and integrating the acquired operations and personnel into our current business;



•

the potential disruption of our ongoing business;



•

the diversion of management's attention and other resources;



•

the possible inability of management to maintain uniform standards, controls, procedures and policies;



•

the risks of entering markets in which we have little or no experience;



•

the potential impairment of relationships with employees;



•

the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated; and



•

the possibility that the acquired theatres do not perform as expected.

If our cash flows prove inadequate to service our debt and provide for our other obligations, we may be required to refinance all or a portion of our existing debt or future debt at terms unfavorable to us.

        Our ability to make payments on and refinance our debt and other financial obligations, and to fund our capital expenditures and acquisitions will depend on our ability to generate substantial operating cash flow. This will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control. In addition, our notes require us to repay or refinance those notes when they come due. If our cash flows were to prove inadequate to meet our debt service, rental and other obligations in the future, we may be required to refinance all or a portion of our existing or future debt, on or before maturity, to sell assets or to obtain additional financing. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facility, sell any such assets or obtain additional financing on commercially reasonable terms or at all.

        The terms of the agreements governing our indebtedness do not prohibit us from incurring additional indebtedness. If we are in compliance with the financial covenants set forth in the senior secured credit facility and our other outstanding debt instruments, we may be able to incur substantial additional indebtedness. If we incur additional indebtedness, the related risks that we face may intensify.

16

Optimizing our theatre circuit through new construction is subject to delay and unanticipated costs.

        The availability of attractive site locations is subject to various factors that are beyond our control. These factors include:

•

local conditions, such as scarcity of space or increase in demand for real estate, demographic changes and changes in zoning and tax laws; and



•

competition for site locations from both theatre companies and other businesses.

        In addition, we typically require 18 to 24 months in the United States and Canada from the time we identify a site to the opening of the theatre. We may also experience cost overruns from delays or other unanticipated costs. Furthermore, these new sites may not perform to our expectations.

Our investment in and revenues from NCM may be negatively impacted by the competitive environment in which NCM operates.

        We maintain an investment in NCM. NCM's in-theatre advertising operations compete with other cinema advertising companies and other advertising mediums including, most notably, television, newspaper, radio and the Internet. There can be no guarantee that in-theatre advertising will continue to attract major advertisers or that NCM's in-theatre advertising format will be favorably received by the theater-going public. If NCM is unable to generate expected sales of advertising, it may not maintain the level of profitability we hope to achieve, its results of operations may be adversely affected and our investment in and revenues from NCM may be adversely impacted.

We may suffer future impairment losses and lease termination charges.

        The opening of large megaplexes by us and certain of our competitors has drawn audiences away from some of our older, multiplex theatres. In addition, demographic changes and competitive pressures have caused some of our theatres to become unprofitable. As a result, we may have to close certain theatres or recognize impairment losses related to the decrease in value of particular theatres. We review long-lived assets, including intangibles, for impairment as part of our annual budgeting process and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognized non-cash impairment losses in 1996 and in each fiscal year thereafter except for 2005. AMC Entertainment's impairment losses from continuing operations over this period aggregated to $188.1 million. Loews' impairment losses aggregated $4 million in the period since it emerged from bankruptcy in 2002. Beginning fiscal 1999 through March 30, 2006, AMC Entertainment also incurred lease termination charges aggregating $67.9 million. Historically, Loews has not incurred lease termination charges on its theatres that were disposed of or closed. Deterioration in the performance of our theatres could require us to recognize additional impairment losses and close additional theatres, which could have an adverse effect on the trading price of our stock.

Our international and Canadian operations are subject to fluctuating currency values.

        We own, operate or have interests in megaplexes in Canada, Mexico, Argentina, Brazil, Chile, Uruguay, China (Hong Kong), France, Spain and the United Kingdom. Because the results of operations and the financial position of Cinemex and our other foreign operations, including our foreign joint ventures, are reported in their respective local currencies and then translated into U.S. dollars at the applicable exchange rates for inclusion in our consolidated financial statements, our financial results are impacted by currency fluctuations between the dollar and those local currencies. During the 52 weeks ended March 30, 2006, revenues from our theatre operations outside the United States accounted for 8% of our total revenues and 8% of our total revenues during the 26 weeks ended September 28, 2006. As a result of our international operations, we have risks from fluctuating currency

17

values. As of September 28, 2006, a 10% fluctuation in the value of the United States dollar against all foreign currencies of countries where we currently operate theatres would either increase or decrease loss before income taxes and accumulated other comprehensive loss by approximately $0.3 million and $44.0 million, respectively. We do not currently hedge against foreign currency exchange rate risk.

Attendance levels at our international theatres depend on the market for local language films, and we sometimes have been unable to obtain the films we want for our theatres in certain foreign markets.

        Consumers in international markets may be less inclined to spend their leisure time attending movies than consumers in the United States and Canada. The fact that a movie produced in the United States and targeted at U.S. audiences is successful in the United States does not necessarily mean that it will be successful internationally. In addition, there is generally a smaller market for local language films, and the overall supply of these films may not be adequate to generate a sufficient attendance level at our international theatres. As a result of such factors, attendance levels at some of our foreign theatres may not be sufficient to permit us to operate them on a positive cash flow basis. In addition, because of existing relationships between distributors and other theatre owners, we sometimes have been unable to obtain the films we want for our theatres in certain foreign markets. As a result of these factors, attendance at some of our international theatres may not be sufficient to permit us to operate them profitably.

Our international theatres are subject to local industry structure and regulatory and trade practices, which may adversely affect our ability to operate at a profit.

        Risks unique to local markets include:

•

unexpected changes in tariffs and other trade barriers;



•

changes in foreign government regulations;



•

inflation;



•

price, wage and exchange controls;



•

reduced protection for intellectual property rights in some countries;



•

licensing requirements;



•

potential adverse tax consequences; and



•

uncertain political and economic environments.

        Such risks may limit or disrupt motion picture exhibition and markets, restrict the movement of funds or result in the deprivation of contract rights or the taking of property by nationalization or appropriation without fair compensation and may adversely affect our ability to expand internationally.

We must comply with the ADA, which could entail significant cost.

        Our theatres must comply with Title III of the Americans with Disabilities Act of 1990, or ADA. Compliance with the ADA requires that public accommodations "reasonably accommodate" individuals with disabilities and that new construction or alterations made to "commercial facilities" conform to accessibility guidelines unless "structurally impracticable" for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, an award of damages to private litigants or additional capital expenditures to remedy such noncompliance. See "Legal Proceedings."

18

We will not be required to evaluate our internal controls over financial reporting under the standards required by Section 404 of the Sarbanes-Oxley Act of 2002 until our fiscal year ending in March 2008.

        We will not be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until our fiscal year ending in March 2008. Section 404 requires management of a reporting company to annually review, assess and disclose the effectiveness of a company's internal controls over financial reporting and to provide an attestation by an independent registered public accounting firm, which addresses such assessments. We do not expect to be subject to the formal requirements of Section 404 until our fiscal year ending in March 2008. Nevertheless, as a result of our disclosures in the past, we would undertake to notify investors of any changes to our internals controls, including any identification of a material weakness in those internal controls.

We are party to significant litigation.

        We are subject to a number of legal proceedings and claims that arise in the ordinary course of our business. We cannot be assured that we will succeed in defending any claims, that judgments will not be entered against us with respect to any litigation or that reserves we may set aside will be adequate to cover any such judgments. If any of these actions or proceedings against us is successful, we may be subject to significant damages awards. In addition, we are the plaintiff in a number of material lawsuits in which we seek the recovery of substantial payments. We are incurring significant legal fees in prosecuting these lawsuits, and we may not ultimately prevail in such lawsuits or be able to collect on such judgments if we do. In addition, the defense and prosecution of these claims divert the attention of our management and other personnel for significant periods of time. For a description of our legal proceedings, see "Legal Proceedings."

We may be subject to liability under environmental laws and regulations.

        We own and operate facilities throughout the United States and in several foreign countries and are subject to the environmental laws and regulations of those jurisdictions, particularly laws governing the cleanup of hazardous materials and the management of properties. We might in the future be required to participate in the cleanup of a property that we own or lease, or at which we have been alleged to have disposed of hazardous materials from one of our facilities. In certain circumstances, we might be solely responsible for any such liability under environmental laws, and such claims could be material.

Our loss of key management personnel or our inability to hire and retain skilled employees at our theatres could adversely affect our business.

        Our success is dependent in part on the efforts of key members of our management team. The loss of their services could materially adversely affect our business, financial condition, results of operations or prospects. We do not currently maintain key person life insurance on any of our key management. In addition, competition for skilled professionals is intense. The loss of any of these professionals or the inability to recruit these individuals in our markets could adversely affect our ability to operate our business efficiently and profitably and could harm our ability to maintain our desired levels of service.

We may suffer material losses or damages, or be required to make material payments on existing lease and other guaranty obligations, concerning entities, businesses and assets we no longer own as a result of the disposition by Loews of its Canadian and German film exhibition operations prior to the Mergers, and we may not be able to collect on indemnities from the purchaser of our Canadian and German film exhibition operations in order to satisfy these losses, damages or payments.

        We may suffer losses or damages as a result of claims asserted by third parties relating to the Canadian and German entities which Loews no longer owns as a result of dispositions by Loews prior

19

to the Mergers. While we cannot predict at this time what claims third parties may potentially assert against us, or the frequency or magnitude of such claims, such claims may include matters related to Loews' former ownership and operation of the Canadian and German entities and their respective businesses or assets (including matters related to the initial public offering of the Cineplex Galaxy Income Fund in Canada). In addition, Loews has guaranteed certain real property leases for theatres located in Canada and in Germany which Loews no longer owns following the Loews transactions. The Canadian leases are long-term leases and contain options for additional terms which, if exercised, could extend the leases for substantial additional periods.

        Under a purchase agreement for the Canadian transfer, Loews' former investors have indemnified Loews for certain potential liabilities in connection with the sale of its Canadian and German entities, which indemnity is guaranteed by Cineplex Odeon Corporation, or COC, which was Loews' wholly-owned Canadian subsidiary, prior to its sale. It also contains provisions intended to restrict the activities of the purchaser of Canadian operations and COC and to cause the indemnifying party and COC collectively to hold a specified amount of assets. However, there can be no assurance that the assets available to satisfy these obligations will be sufficient. Moreover, the value of the assets required to be so held will be reduced significantly as of December 14, 2006. Accordingly, we may suffer damages or losses, or be required to make payments on outstanding guaranties, for which we may not be made whole under the indemnity. Such damages or losses, or required payments, may have a material adverse effect on our business, assets and results of operations.

        We also often remain secondarily obligated for lease payments in the event the acquiring entity does not perform under its obligations for theaters we are divesting of, including the theatres required to be divested by us by the U.S. Department of Justice and state attorneys general, in conjunction with the Loews merger.

We may not be able to generate additional ancillary revenues.

        We intend to continue to pursue ancillary revenue opportunities such as advertising, promotions and alternative uses of our theatres during non-peak hours. Our ability to achieve our business objectives may depend in part on our success in increasing these revenue streams. Some of our domestic competitors have stated that they intend to make significant capital investments in digital advertising delivery, and the success of this delivery system could make it more difficult for us to compete for advertising revenue. In addition, in March 2005, we contributed our cinema screen advertising business to NCM. As such, although we currently retain three board seats in NCM, we do not control this business, and therefore do not control our revenues attributable to cinema screen advertising. We cannot assure you that we will be able to effectively generate additional ancillary revenue and our inability to do so could have an adverse effect on our business and results of operations. Further, we cannot assure you that, as contemplated by the NCM Transactions, we will be able to amend our existing services agreement with NCM to extend the term and to provide for the payment to us of a monthly theatre access fee and a quarterly distribution of excess cash. See "Introduction—Recent Developments."

Risks Related to Our Industry

We depend on motion picture production and performance.

        Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to license motion pictures and the performance of such motion pictures in our markets. We mostly license first-run motion pictures, the success of which have increasingly depended on the marketing efforts of the major studios. Poor performance of, or any disruption in the production of (including by reason of a strike) these motion pictures, or a reduction in the marketing efforts of the

20

major studios, could hurt our business and results of operations. In addition, a change in the type and breadth of movies offered by studios may adversely affect the demographic base of moviegoers.

We have no control over distributors of the films and our business may be adversely affected if our access to motion pictures is limited or delayed.

        We rely on distributors of motion pictures, over whom we have no control, for the films that we exhibit. Major motion picture distributors are required by law to offer and license film to exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for our licenses on a film-by-film and theatre-by-theatre basis. Our business depends on maintaining good relations with these distributors, as this affects our ability to negotiate commercially favorable licensing terms for first-run films or to obtain licenses at all. Our business may be adversely affected if our access to motion pictures is limited or delayed because of a deterioration in our relationships with one or more distributors or for some other reason. To the extent that we are unable to license a popular film for exhibition in our theatres, our operating results may be adversely affected.

We are subject, at times, to intense competition.

        Our theatres are subject to varying degrees of competition in the geographic areas in which we operate. Competitors may be national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to the following factors:

•

Attracting patrons.    The competition for patrons is dependent upon factors such as the availability of popular motion pictures, the location and number of theatres and screens in a market, the comfort and quality of the theatres and pricing. Many of our competitors have sought to increase the number of screens that they operate. Competitors have built or may be planning to build theatres in certain areas where we operate, which could result in excess capacity and increased competition for patrons.



•

Licensing motion pictures.    We believe that the principal competitive factors with respect to film licensing include licensing terms, number of seats and screens available for a particular picture, revenue potential and the location and condition of an exhibitor's theatres.



•

Low barriers to entry.    We must compete with exhibitors and others in our efforts to locate and acquire attractive sites for our theatres. In areas where real estate is readily available, there are few barriers to entry that prevent a competing exhibitor from opening a theatre near one of our theatres.

        The theatrical exhibition industry also faces competition from other forms of out-of-home entertainment, such as concerts, amusement parks and sporting events and from other distribution channels for filmed entertainment, such as cable television, pay per view and home video systems and from other forms of in-home entertainment.

Industry-wide screen growth has affected and may continue to affect the performance of some of our theatres.

        In recent years, theatrical exhibition companies have emphasized the development of large megaplexes, some of which have as many as 30 screens in a single theatre. The industry-wide strategy of aggressively building megaplexes generated significant competition and rendered many older, multiplex theatres obsolete more rapidly than expected. Many of these theatres are under long-term lease commitments that make closing them financially burdensome, and some companies have elected to continue operating them notwithstanding their lack of profitability. In other instances, because theatres are typically limited use design facilities, or for other reasons, landlords have been willing to

21

make rent concessions to keep them open. In recent years many older theatres that had closed are being reopened by small theatre operators and in some instances by sole proprietors that are able to negotiate significant rent and other concessions from landlords. As a result, there has been growth in the number of screens in the U.S. and Canadian exhibition industry. This has affected and may continue to affect the performance of some of our theatres.

An increase in the use of alternative film delivery methods or other forms of entertainment may drive down our attendance and limit our ticket prices.

        We compete with other movie delivery methods, including network, cable and satellite television, DVDs and video cassettes, as well as video-on-demand, pay-per-view services and downloads via the Internet. We also compete for the public's leisure time and disposable income with other forms of entertainment, including sporting events, live music concerts, live theatre and restaurants. An increase in the popularity of these alternative film delivery methods and other forms of entertainment could reduce attendance at our theatres, limit the prices we can charge for admission and materially adversely affect our business and results of operations and the price of our stock.

General political, social and economic conditions can reduce our attendance.

        Our success depends on general political, social and economic conditions and the willingness of consumers to spend money at movie theatres. If going to motion pictures becomes less popular or consumers spend less on concessions, which accounted for 27% of AMC Entertainment's revenues in fiscal 2006, our operations could be adversely affected. In addition, our operations could be adversely affected if consumers' discretionary income falls as a result of an economic downturn. Political events, such as terrorist attacks, could cause people to avoid our theatres or other public places where large crowds are in attendance.

Industry-wide conversion to electronic-based media may increase our costs.

        The industry is in the early stages of conversion from film-based media to electronic-based media. There are a variety of constituencies associated with this anticipated change that may significantly impact industry participants, including content providers, distributors, equipment providers and venue operators. While content providers and distributors have indicated they would bear the costs of this change, there can be no assurance that we will have access to adequate capital to finance the conversion costs associated with this potential change should the conversion process rapidly accelerate or the content providers and distributors elect to not bear the related costs. Furthermore, it is impossible to accurately predict how the roles and allocation of costs between various industry participants will change if the industry changes from physical media to electronic media.

22

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        We derived the following unaudited pro forma condensed consolidated financial information by applying pro forma adjustments attributable to the Merger Transactions, the NCM Transactions and the Holdings offering to Holdings' and LCE Holdings' historical consolidated financial statements included in this exhibit. The unaudited pro forma condensed consolidated statements of operations data for the 26 weeks ended September 28, 2006, the 52 weeks ended March 30, 2006 and the 52 weeks ended September 28, 2006 give effect to the Merger Transactions, the NCM Transactions and the Holdings offering as if they had each occurred on April 1, 2005. The unaudited pro forma condensed consolidated balance sheet data gives effect to the NCM Transactions and the Holdings offering as if they had occurred on September 28, 2006. We have included pro forma financial information for 52 weeks ended September 28, 2006 because we believe that this information provides meaningful financial data about our company's performance after completion of the Merger Transactions in January 2006. In addition, our senior secured credit facility requires us to measure compliance with certain quarterly financial covenants on a trailing twelve month basis. See "—Covenant Compliance." We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated financial information.

        The pro forma adjustments for the NCM Transactions and the Holdings offering are preliminary and based on information obtained to date and are subject to revisions as additional information becomes available. There can be no guarantee that NCM, Inc. will complete its IPO or debt transactions, or that we will receive any of the expected proceeds. The Holdings offering is conditioned upon the completion of the NCM Transactions.

        The unaudited pro forma condensed consolidated financial information is for illustrative and informational purpose only and should not be considered indicative of the results that would have been achieved had the transactions been consummated on the dates or for the periods indicated and do not purport to represent consolidated balance sheet data or statement of operations data or other financial data as of any future date or any future period.

23

MARQUEE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 28, 2006

(dollars in thousands)

			As of September 28, 2006
			Holdings Historical			NCM Pro Forma Adjustments			Holdings Pro Forma for NCM Transaction			Holdings IPO Pro Forma Adjustments			Holdings Pro Forma IPO & NCM Transactions
Assets
	Cash and equivalents		$	310,978		$	473,316	(1)	$	784,294		$	(40,924	)(8)	$	743,370
	Current assets			90,921			—			90,921			—			90,921
	Property, net			1,337,343			—			1,337,343			—			1,337,343
	Intangible assets, net			253,400			—			253,400			—			253,400
	Goodwill			2,095,399			(14,800	)(7)		2,080,599			—			2,080,599
	Deferred income taxes			20,403			—			20,403			—			20,403
	Equity investment-NCM			33,219			24,500	(2)		—			—			—
							123,249	(3)
							(180,968	)(4)
	Other long-term assets			141,550			—			141,550			—			141,550
Total assets			$	4,283,213		$	425,297		$	4,708,510		$	(40,924	)	$	4,667,586
Liabilities and Stockholders' Equity
	Current liabilities		$	342,002		$	43,500	(2)(7)	$	385,502		$	—		$	385,502
	Current maturities			39,864			—			39,864						39,864
	Corporate borrowings:
		12% Senior Discount Notes due 2014		217,453			—			217,453						217,453
		91/2% Senior Subordinated Notes due 2011		217,688			—			217,688			—			217,688
		97/8% Senior Subordinated Notes due 2012		186,937			—			186,937			—			186,937
		8% Senior Subordinated Notes due 2014		298,709			—			298,709			—			298,709
		11% Senior Subordinated Notes due 2016		325,000			—			325,000			—			325,000
		85/8% Senior Fixed Rate Notes due 2012		250,000			—			250,000			—			250,000
		Senior Floating Rate Notes due 2010		205,000			—			205,000			—			205,000
		Senior Secured Term Loan Facility due 2012		640,250			—			640,250			—			640,250
		Grupo Cinemex Term Loan		82,432			—			82,432			—			82,432
		10% Mortgage Payable due 2007		2,115			—			2,115			—			2,115
	Capital and financing lease obligations			51,429			—			51,429			—			51,429
	Other long-term liabilities			423,842			235,548	(5)		659,390			—			659,390
Total liabilities				3,282,721			279,048			3,561,769			—			3,561,769
Stockholders' Equity
	Common Stock			14			—			14			—			14
	Additional paid-in capital			1,305,034			—			1,305,034			—			1,305,034
	Accumulated other comprehensive loss			(16,227	)		—			(16,227	)		—			(16,227	)
	Accumulated deficit			(288,329	)		146,249	(6)		(142,080	)		(40,924	)(8)		(183,004	)
Stockholders' equity (deficit)				1,000,492			146,249			1,146,741			(40,924	)		1,105,817
Total liabilities and Stockholders' Equity			$	4,283,213		$	425,297		$	4,708,510		$	(40,924	)	$	4,667,586

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

24

MARQUEE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

TWENTY-SIX WEEKS ENDED SEPTEMBER 28, 2006

(thousands of dollars except for per share data)

		Twenty-six weeks ended September 28, 2006
		Holdings Twenty-six Weeks Ended September 28, 2006 Historical			Holdings/LCE Holdings Merger Pro Forma Adjustments			NCM Pro Forma Adjustments			Holdings Pro Forma for LCE Holdings & NCM Transactions			Holdings IPO Pro Forma Adjustments			Holdings Pro Forma For IPO Transaction
Admissions		$	862,105		$	(10,792	)(10)	$	—		$	851,313		$	—		$	851,313
Concessions			359,081			(3,509	)(10)		—			355,572			—			355,572
Other			61,555			(767	)(10)		(14,223	)(15)		46,565			—			46,565
	Total revenues		1,282,741			(15,068	)		(14,223	)		1,253,450			—			1,253,450
Cost of operations			811,748			(9,846	)(10)		8,175	(15)		810,077			—			810,077
Rent			225,482			(3,419	)(10)		—			222,063			—			222,063
General and administrative:
	M&A Costs		5,826			—			—			5,826			—			5,826
	Management fee		2,500			—			—			2,500			(2,500	)(16)		—
	Other		29,680			—			—			29,680			—			29,680
Pre-opening expense			3,129			—			—			3,129			—			3,129
Theatre and other closure expense			7,710			—			—			7,710			—			7,710
Restructuring charge			—			—			—			—			—			—
Depreciation and amortization			129,075			—			—			129,075			—			129,075
Impairment of long-lived assets			—			—			—			—			—			—
Disposition of assets and other (gains)/losses			(8,500	)		—			—			(8,500	)		—			(8,500	)
Total costs and expenses			1,206,650			(13,265	)		8,175			1,201,560			(2,500	)		1,199,060
Other expense			(6,314	)		—			—			(6,314	)		—			(6,314	)
Interest expense			115,538			—			—			115,538			—			115,538
Investment expense (income)			(3,609	)		—			—			(3,609	)		—			(3,609	)
Total other expense			105,615			—			—			105,615			—			105,615
Earnings (loss) from continuing operations before income taxes			(29,524	)		(1,803	)		(22,398	)		(53,725	)		2,500			(51,225	)
Income tax provision (benefit)			2,200			—			—			2,200			—			2,200
Loss from continuing operations		$	(31,724	)	$	(1,803	)	$	(22,398	)	$	(55,925	)	$	2,500		$	(53,425	)
Loss per share from continuing operations																	$
Weighted Average Shares Outstanding

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

25

MARQUEE HOLDINGS INC
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FIFTY-TWO WEEKS ENDED MARCH 30, 2006
(DOLLARS IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)

		Fifty-two weeks ended March 30, 2006
		Holdings Fifty-two Weeks Ended March 30, 2006 Historical			LCE Holdings for the Three Months Ended June 30, 2005 Historical			LCE Holdings for the Three Months Ended September 30, 2005 Historical			LCE Holdings for the Three Months Ended December 31, 2005 Historical			LCE Holdings for the One Month Ended January 25, 2006 Historical			LCE Holdings Conforming Reclassification			LCE Holdings for the Ten Months Ended March 30, 2006 Pro Forma			Holdings/ LCE Holdings Merger Pro Forma Adjustments			Holdings Pro Forma for LCE Holdings			NCM Pro Forma Adjustments			Holdings Pro Forma for LCE Holdings & NCM Transactions			Holdings IPO Pro Forma Adjustments			Holdings Pro Forma For IPO Transaction
		(Successor)			(Successor)			(Successor)			(Successor)			(Successor)
Admissions		$	1,169,226		$	143,736		$	148,161		$	152,849		$	41,509		$	—		$	486,255		$	(35,877	)(10)	$	1,619,604		$	—		$	1,619,604		$	—		$	1,619,604
Concessions			466,679			61,467			61,635			64,586			17,046						204,734			(11,889	)(10)		659,524			—			659,524			—			659,524
Other			94,545			10,816			12,293			16,673			2,207						41,989			(2,939	)(10)		133,595			(28,009	)(15)		105,586			—			105,586
	Total revenues		1,730,450			216,019			222,089			234,108			60,762			—			732,978			(50,705	)		2,412,723			(28,009	)		2,384,714			—			2,384,714
Cost of operations			1,125,369			172,588			173,868			175,362			42,942			(105,162	)(9)		459,598			(32,223	)(10)		1,552,744			15,405	(15)		1,568,149			—			1,568,149
Rent			341,301			—			—			—			11,591			98,931	(9)		110,522			(8,664 (1,810	)(10) )(11)		441,349			—			441,349			—			441,349
General and administrative:
	M&A Costs		12,523			—			—			—			523			5,013	(9)		5,536			—			18,059			—			18,059			—			18,059
	Management fee		2,000			—			—			—			333			2,997	(9)		3,330			(330	)(11)		5,000			—			5,000			(5,000	)(16)		—
	Other		38,308			14,144			13,440			14,105			4,998			(8,010	)(9)		38,677			—			76,985			—			76,985			—			76,985
Pre-opening expense			6,607			—			—			—			165			3,863	(9)		4,028			—			10,635			—			10,635			—			10,635
Theatre and other closure expense			601			—			—			—			—			—			—			—			601			—			601			—			601
Restructuring charge			3,980			—			—			—			—			—			—			—			3,980			—			3,980			—			3,980
Depreciation and amortization			168,821			27,412			29,799			29,947			9,457			2,368	(9)		98,983			(3,957 3,691	)(10) (11)		267,538			— —			267,538 —			— —			267,538 —
Impairment of long-lived assets			11,974																		—						11,974						11,974						11,974
Disposition of assets and other (gains)/losses			(997	)		199			960			(325	)		(1,137	)					(303	)		—			(1,300	)		—			(1,300	)		—			(1,300	)
Total costs and expenses			1,710,487			214,343			218,067			219,089			68,872			—			720,371			(43,293	)		2,387,565			15,405			2,402,970			(5,000	)		2,397,970
Other expense			(11,712	)		—			—			—			—			—			—			—			(11,712	)		—			(11,712	)		—			(11,712	)
Interest expense			144,988			20,692			20,723			21,598			6,316			—			69,329			70,200 2,187 (54,594 (3,592	(12) (12) )(12) )(12)		228,518			— — — —			228,518 — —			— — — —			228,518 — —
Investment expense (income)			4,393			543			(2,482	)		(20,115	)		(92	)		—			(22,146	)		22,880	(13)		5,127			—			5,127			—			5,127
Total other expense			137,669			21,235			18,241			1,483			6,224			—			47,183			37,081			221,933			—			221,933			—			221,933
Earnings (loss) from continuing operations before income taxes			(117,706	)		(19,559	)		(14,219	)		13,536			(14,334	)		—			(34,576	)		(44,493	)		(196,775	)		(43,414	)		(240,189	)		5,000			(235,189	)
Income tax provision (benefit)			72,100			(629	)		1,645			6,645			—			—			7,661			(69,706	)(14)		10,055			—			10,055			—			10,055
Loss from continuing operations		$	(189,806	)	$	(18,930	)	$	(15,864	)	$	6,891		$	(14,334	)	$	—		$	(42,237	)	$	25,213		$	(206,830	)	$	(43,414	)	$	(250,244	)	$	5,000		$	(245,244	)
Loss per share from continuing operations																																						$
Weighted Average Shares Outstanding

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

26

MARQUEE HOLDINGS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FIFTY-TWO WEEKS ENDED SEPTEMBER 28, 2006
(dollars in thousands except for per share amounts)

		Fifty-two weeks ended September 28, 2006
		Holdings Fifty-two Weeks Ended March 30, 2006 Historical			Holdings Twenty-six Weeks Ended September 28, 2006 Historical			Holdings Twenty-six Weeks Ended September 29, 2005 Historical			Holdings Fifty-two Weeks Ended September 28, 2006 Historical			LCE Holdings for the Three Months Ended December 31, 2005 Historical			LCE Holdings for the One Month Ended January 25, 2006 Historical			LCE Holdings Conforming Reclassification			LCE Holdings for the Four Months Ended March 30, 2006 Pro Forma			Holdings/ LCE Holdings Merger Pro Forma Adjustments			Holdings Pro Forma for LCE Holdings			NCM Pro Forma Adjustments			Holdings Pro Forma for LCE Holdings & NCM Transactions			Holdings IPO Pro Forma Adjustments			Holdings Pro Forma For IPO Transaction
Admissions		$	1,169,226		$	862,105		$	546,820		$	1,484,511		$	152,849		$	41,509		$	—		$	194,358		$	(28,106)	(10)	$	1,650,763		$	—		$	1,650,763		$	—		$	1,650,763
Concessions			466,679			359,081			217,012			608,748			64,586			17,046						81,632			(9,293)	(10)		681,087			—			681,087			—			681,087
Other			94,545			61,555			47,887			108,213			16,673			2,207						18,880			(2,200)	(10)		124,893			(28,075)	(15)		96,818			—			96,818
	Total revenues		1,730,450			1,282,741			811,719			2,201,472			234,108			60,762			—			294,870			(39,599	)		2,456,743			(28,075	)		2,428,668			—			2,428,668
Cost of operations			1,125,369			811,748			533,373			1,403,744			175,362			42,942			(37,101)	(9)		181,203			(25,087)	(10)		1,559,860			15,766	(15)		1,575,626			—			1,575,626
Rent			341,301			225,482			156,692			410,091			—			11,591			32,476	(9)		44,067			(7,782)	(10)		445,660			—			445,660			—			445,660
																											(716)	(11)		—			—			—			—			—
General and administrative:																																				—			—			—
	M&A Costs		12,523			5,826			2,645			15,704			—			523			1,674	(9)		2,197			—			17,901			—			17,901			—			17,901
	Management fee		2,000			2,500			1,000			3,500			—			333			999	(9)		1,332			168	(11)		5,000			—			5,000			(5,000)	(16)		—
	Other		38,308			29,680			18,199			49,789			14,105			4,998			(2,673)	(9)		16,430			—			66,219			—			66,219			—			66,219
Pre-opening expense			6,607			3,129			736			9,000			—			165			4,189	(9)		4,354			—			13,354			—			13,354			—			13,354
Theatre and other closure expense			601			7,710			980			7,331			—			—			—			—			—			7,331			—			7,331			—			7,331
Restructuring charge			3,980			—			3,908			72			—			—			—			—			—			72			—			72			—			72
Depreciation and amortization			168,821			129,075			75,467			222,429			29,947			9,457			436	(9)		39,840			(1,473)	(10)		262,272			—			262,272			—			262,272
																											1,476	(11)								—						—
Impairment of long-lived assets			11,974			—						11,974												—						11,974			—			11,974			—			11,974
Disposition of assets and other (gains)/losses			(997	)		(8,500	)		(770	)		(8,727	)		(325	)		(1,137	)					(1,462	)		—			(10,189	)		—			(10,189	)		—			(10,189	)
Total costs and expenses			1,710,487			1,206,650			792,230			2,124,907			219,089			68,872			—			287,961			(33,414	)		2,379,454			15,766			2,395,220			(5,000	)		2,390,220
Other expense			(11,712	)		(6,314	)		(7,219	)		(10,807	)		—			—			—			—			—			(10,807	)		—			(10,807	)		—			(10,807	)
Interest expense			144,988			115,538			63,712			196,814			21,598			6,316			—			27,914			27,518	(12)		229,176			—			229,176			—			229,176
																											842	(12)					—			—			—
																											(22,494)	(12)								—			—			—
																											(1,418)	(12)								—			—			—
Investment expense (income)			4,393			(3,609	)		(480	)		1,264			(20,115	)		(92	)		—			(20,207	)		19,686	(13)		743			—			743			—			743
Total other expense			137,669			105,615			56,013			187,271			1,483			6,224			—			7,707			24,134			219,112			—			219,112			—			219,112
Earnings (loss) from continuing operations before income taxes			(117,706	)		(29,524	)		(36,524	)		(110,706	)		13,536			(14,334	)		—			(798	)		(30,319	)		(141,823	)		(43,841	)		(185,664	)		5,000			(180,664	)
Income tax provision (benefit)			72,100			2,200			(14,200	)		88,500			6,645			—			—			6,645			(86,106)	(14)		9,039			—			9,039			—			9,039
Loss from continuing operations		$	(189,806	)	$	(31,724	)	$	(22,324	)	$	(199,206	)	$	6,891		$	(14,334	)	$	—		$	(7,443	)	$	55,787		$	(150,862	)	$	(43,841	)	$	(194,703	)	$	5,000		$	(189,703	)
Loss per share from continuing operations												—												—																	$
Weighted average shares outstanding

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

27

MARQUEE HOLDINGS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL INFORMATION

(1)

Reflects the cash sources and uses of funds in connection with the NCM Transactions as summarized below.

Sources of Funds	Amount		Uses of Funds	Amount
	(thousands of dollars)			(thousands of dollars)
Cash from Existing Service Agreement Modification Payment	$	228,228	Available cash	$	473,316
Cash from redemption of preferred units		245,088
Total sources	$	473,316	Total uses	$	473,316	*

*

We are still evaluating our use of proceeds from these transactions, which may include the repayment of certain of our indebtedness. However, we have not yet determined which of our indebtedness we may repay, and we may decide to use these proceeds for a purpose other than the repayment of our indebtedness.

(2)

Reflects the estimated payments due to NCM, Inc. in connection with the Loews Screen Integration agreement and acquisition of additional common units of NCM, Inc.

(3)

Represents the change of interest gain as a result of NCM, Inc.'s acquisition of common units in NCM.

(4)

Represents write down to $0 of the equity investment in NCM upon redemption by NCM of the preferred units.

(5)

Represents the estimated fair value of the ESA modification payment which has been recorded as deferred revenue and will be amortized to advertising revenue over 30 years (the term of the agreement) following the units of revenue method.

(6)

Pro forma adjustments have been made to stockholders' equity as follows in connection with the NCM Transactions:

Change of interest gain on NCM	$	123,249
Distributions in excess of equity investment in NCM		56,800
Tax benefit recognized through goodwill on NCM Transactions		(14,800	)
Estimated current federal and state tax due on NCM Transactions		(19,000	)
	$	146,249

(7)

We expect that the proceeds we receive from the ESA modification payment along with a portion of the proceeds from redemption of the preferred units will be treated as ordinary taxable income and capital gain. Holdings expects that the majority of the proceeds from redemption of the preferred units will be deferred from taxable income until such time as its equity interest is sold or the NCM term loan facility used to finance the redemption of the preferred units is retired. The following table summarizes the estimated current tax payable expected from the NCM Transactions. Holdings expects that the NCM Transactions will allow it to realize certain tax attributes which have previously been recorded net of a 100% valuation allowance some of which

28

was established in connection with purchase accounting and recorded as goodwill and some of which were established through charges to income tax expense:

		Ordinary Income Tax			Capital Gain Tax
Contract Buydown		$	94,220		$
Disguised sale						34,840
Capital Loss Carryforward						(14,800	)	Established through purchase accounting, with full valuation allowance.
LCE Net Operating Loss Carryforwards			(16,700	)				Established through purchase accounting, with full valuation allowance.
Holdings Net Operating Loss Carryforwards			(63,520	)		(20,040	)	Established through charge to income tax provision.
Federal and state taxes payable		$	14,000		$	—
Other current taxes payable
	State	$	5,000					Currently estimated taxes due on transaction.
Current Payable		$	19,000

(8)

Reflects lump sum payment pursuant to our Management Agreement.

(9)

Reflects reclassifications to conform LCE Holdings' presentation to Holdings' presentation.

(10)

Exclusion of revenues and expenses and disposition of assets and liabilities for theatres disposed of in connection with the approval of the Mergers by the U.S. Department of Justice:

	Holdings
	26 Weeks Ended September 28, 2006			52 Weeks Ended March 30, 2006			52 Weeks Ended September 28, 2006
Revenues	$	(15,068	)	$	(50,705	)	$	(39,599	)
Cost of Operations		(9,846	)		(32,223	)		(25,087	)
Rent		(3,419	)		(8,664	)		(7,782	)
Depreciation and amortization		—			(3,957	)		(1,473	)

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(11)

Pro forma adjustments are made to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for Loews purchase accounting to reflect the following:

	Holdings
	52 Weeks Ended March 30, 2006			52 Weeks Ended September 28, 2006			Estimated Useful Life	Balance Sheet Classification
Depreciation and Amortization:
FF&E and leasehold improvements	$	(2,042	)	$	(817	)	5 to 15 years	Property, net
Favorable leases		1,208			483		11 years	Intangibles, net
Advertising contract		4,142			1,657		3 years	Intangibles, net
Loews Trademark		383			153		5 years	Intangibles, net
Goodwill		—			—		Indefinite	Indefinite
	$	3,691		$	1,476
Rent:
Unfavorable leases	$	(1,810	)	$	(716	)
Management Fee:
Amended and Restated Fee Agreement	$	(330	)	$	168

(12)

Reflects change in interest expense for debt issued in connection with the Merger Transactions:

	Holdings
	52 Weeks Ended March 30, 2006		52 Weeks Ended September 28, 2006
	(thousands of dollars)
Interest Expense:
Debt issued in connection with the Mergers (term loan of new senior secured credit facility and 11% senior subordinated notes due 2016)	$	70,200	$	27,518
Amortization Expense:
Term Loan of new senior secured credit facility	$	1,419	$	496
New senior subordinated debt		768		346
	$	2,187	$	842

Interest rates above used in the computation of pro forma interest expense are subject to change. For the computation of the initial interest rate on the new senior secured term loan facility, we have utilized a one-month LIBOR rate, as of September 27, 2006, of 5.324%. In the event the interest rate on the new senior secured term loan facility notes increases or decreases by 0.125%,

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our annual earnings from continuing operations would decrease or increase by $812 thousand accordingly.

	LCE Holdings
	52 Weeks Ended March 30, 2006			52 Weeks Ended September 28, 2006
	(thousands of dollars)
Interest Expense:
Term loan of existing Loews senior secured credit facility	$	(30,896	)	$	(12,729	)
Loews' 9.0% senior subordinated notes due 2014		(23,698	)		(9,765	)
	$	(54,594	)	$	(22,494	)
Amortization Expense:
Term loan of existing Loews senior secured facility		(2,354	)	$	(929	)
Loews' 9.0% senior subordinated notes due 2014		(1,238	)		(489	)
	$	(3,592	)	$	(1,418	)

(13)

Reflects the removal of Loews' share of the equity earnings of its South Korea joint venture, Megabox, as a result of the sale of its equity investment in that joint venture:

	LCE Holdings
	52 Weeks Ended March 30, 2006		52 Weeks Ended September 28, 2006
	(thousands of dollars)
Remove gain on sale from South Korean joint venture (Megabox)	$	18,761	$	18,761
Remove equity in earnings from South Korean joint venture (Megabox)	$	4,119	$	925
	$	22,880	$	19,686

(14)

Represents the impact to the income tax provision as a result of establishing a full valuation allowance for the Holdings U.S. tax jurisdiction deferred tax asset in conjunction with the Merger Transactions.

(15)

Represents the change in circuit share payments from NCM pursuant to the ESAs to be entered into in connection with the Holdings offering. Under the terms of our prior contract with NCM, the circuit share payments were based on varying percentages of advertising revenue. Under the new ESAs, the theatre access fee payments will be based on a specified dollar amount per attendee and a specified dollar amount per digital screen. The pro forma adjustment was computed on the basis of the historic levels of theatre patronage and numbers of digital screens in the theatres. Includes amortization of deferred revenue. (See Note 5). Our historical advertising revenues were $39.9 million, $48.9 million and $66.2 million during the twenty-six weeks ended September 28, 2006, the fifty-two weeks ended March 30, 2006 and the fifty-two weeks ended September 28, 2006, respectively.

Represents the pro forma effect of the increased cost from the sale of additional theatre advertising inventory to us, in accordance with the new ESAs, in order for AMC to fulfill its beverage concessionaire agreement on-screen advertising commitments. Inventory used to fulfill advertising commitments under our beverage concessionaire agreements had been retained by us under our prior contractual arrangements with NCM, but will be made available to NCM under the ESAs. This inventory will be sold to us at a 30 second CPM equivalent for the 90 seconds used, and the pro forma adjustment is computed on the basis of the terms of the ESAs.

(16)

Reflects the termination of the Amended and Restated Fee Agreement. (See Note 8.)

31

LEGAL PROCEEDINGS

        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 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 to the Ninth Circuit Court of Appeals and both parties have filed their briefs.

        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 2.5 years. Through September 28, 2006 AMCE has incurred approximately $9.3 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.

32

American Multi Cinema, Inc. v. Midwest Drywall Company, Inc., Haskell Constructors, Ltd. et al. (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 $7,880,000, $935,000, $2,610,000 and $925,000 during fiscal 2007, 2006, 2005 and 2004, respectively. AMCE has entered into settlement agreements with various parties providing for additional settlement payments and has received additional payments totaling $5,250,000 subsequent to September 28, 2006. 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. AMCE has entered into a settlement agreement with the counterparties to settle this matter.

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

33

MANAGEMENT

        Our business and affairs are managed by our board of directors consisting of nine members. Peter C. Brown, our chief executive officer, is a director of Holdings.

        The following table sets forth certain information regarding our directors, executive officers and key employees as of December 11, 2006:

Name	Age	Position(s) Held
Peter C. Brown	48	Chairman of the Board, Chief Executive Officer and Director (AMCE and American Multi-Cinema, Inc.); President (AMCE)
Michael R. Hannon	46	Director (AMCE)
Stephen P. Murray	44	Director (AMCE)
Stan Parker	30	Director (AMCE)
Aaron J. Stone	33	Director (AMCE)
John Connaughton	41	Director (AMCE)
Michael Connelly	54	Director (AMCE)
Benjamin Coughlin	34	Director (AMCE)
Travis Reid	52	Director (AMCE)
Philip M. Singleton	60	Executive Vice President (AMCE); President, Chief Operating Officer and Director (American Multi-Cinema, Inc.)
Craig R. Ramsey	55	Executive Vice President and Chief Financial Officer (AMCE and American Multi-Cinema, Inc.); Director (American Multi-Cinema, Inc.)
Richard T. Walsh	53	Executive Vice President (AMCE); Chairman (AMC Film Programming, a division of American Multi-Cinema, Inc.)
John D. McDonald	49	Executive Vice President, U.S. and Canada Operations (American Multi-Cinema, Inc.)
Kevin M. Connor	44	Senior Vice President, General Counsel and Secretary (AMCE and American Multi-Cinema, Inc.)
Mark A. McDonald	48	Executive Vice President, International Operations (AMC Entertainment International, Inc.)
Chris A. Cox	40	Vice President and Chief Accounting Officer (AMCE and American Multi-Cinema, Inc.)
Terry W. Crawford	49	Vice President and Treasurer (AMCE and American Multi-Cinema, Inc.)
Michael W. Zwonitzer	42	Vice President Finance (AMCE and American Multi-Cinema, Inc.)

        All our current executive officers hold their offices at the pleasure of our board of directors, subject to rights under their respective employment agreements. There are no family relationships between or among any directors and executive officers, except that Messrs. John D. McDonald and Mark A. McDonald are brothers.

Mr. Peter C. Brown has served as a Director of AMC Entertainment Inc. (AMCE) and American Multi-Cinema, Inc., a subsidiary of AMCE, since November 1992, as Chairman of the Board and Chief Executive Officer of AMCE since July 1999 and as President of AMCE since January 1997. Mr. Brown served as Co-Chairman of the Board of AMCE from May 1998 through July 1999 and as Executive Vice President of AMCE from August 1994 to January 1997. Mr. Brown is also Chairman of the Board, Chief Executive Officer and a Director of American Multi-Cinema, Inc. Mr. Brown serves as a Director of Embarq Corporation, Midway Games, Inc., National CineMedia, LLC. and MovieTickets.com. Mr. Brown is also on the Board of Directors of the National Association of Theatre Owners, is a member of the executive committee and will become Vice-Chairman of the organization in January of 2007. Mr. Brown is a graduate of the University of Kansas.

34

Mr. Michael R. Hannon has served as a Director of AMCE since December 2004. Mr. Hannon serves as Managing Director in the New York office of CCMP Capital Advisors, LLC, a private equity firm formed in August 2006 by the former buyout/growth equity investment team of J.P. Morgan Partners, LLC, a private equity division of JPMorgan Chase & Co. Mr. Hannon joined J.P. Morgan Partners, LLC in 1988 and has focused on making investments in the media and telecommunications and the financial services sectors. Mr. Hannon has been responsible for numerous investments in broadcasting, publishing, cable, outdoor, and both wireless and wireline communications. Mr. Hannon also serves on the board of directors of Ascend Media, Hanley Wood, NuVox Communications and Olympus Media. Mr. Hannon holds a B.A. from Yale University and an M.B.A. from Columbia Business School.

Mr. Stephen P. Murray has served as a Director of AMCE since December 2004. Mr. Murray serves as President and Chief Operating Officer of CCMP Capital Advisors, LLC, a private equity firm formed in August 2006 by the former buyout/growth equity investment team of J.P. Morgan Partners, LLC, a private equity division of JPMorgan Chase & Co. Mr. Murray focuses on investments in consumer, Retail and Services, Financial Services and Healthcare Infrastructure. Prior to joining J.P. Morgan Partners, LLC in 1989, Mr. Murray served as a Vice President with the Middle-Market Lending Division of Manufacturers Hanover. Mr. Murray also serves as a director of Cabela's, Jetro Holdings, La Petite Academy, MedQuest Associates, National Surgical Care, Pinnacle Foods Group, Quiznos Sub, Strongwood Insurance, USA.NET, Warner Chilcott and Zoots. Mr. Murray holds a B.A. from Boston College and an M.B.A. from Columbia Business School.

Mr. Stan Parker has served as a Director of AMCE since December 2004. Mr. Parker has been employed with Apollo since 2000, and a Partner since 2005. Prior to joining Apollo Management in 2000, Mr. Parker was employed by Salomon Smith Barney, Inc. Mr. Parker also serves on the board of directors of Momentive Performance Materials and UAP Holding Corp. Mr. Parker holds a B.S. degree in Economics from The Wharton School of Business at the University of Pennsylvania.

Mr. Aaron J. Stone has served as a Director of AMCE since December 2004. Mr. Stone is a Partner of Apollo Management, L.P. which, together with its affiliates, acts as managing general partner of the Apollo Investment Funds, private securities investment funds. Mr. Stone is also a Director of Educate Inc., Hughes Communications, Inc., Intelstat, Ltd and Skyterra Communications Inc. Prior to joining Apollo, Mr. Stone was a member of the Mergers and Acquisition Group at Smith Barney, Inc. Mr. Stone holds an A.B. Degree from Harvard College.

Mr. John Connaughton has served as a director of AMCE since January 2006. Mr. Connaughton has served as a Managing Director of Bain Capital Partners, LLC since 1997 and a member of the firm since 1989. Prior to joining Bain Capital, Mr. Connaughton served as a consultant at Bain & Company, Inc., where he advised Fortune 500 companies. Mr. Connaughton also serves as a director of M--C Communications (PriMed), Warner Chilcott, Epoch Senior Living, CRC Health Group, Hospital Corporation of America (HCA), Warner Music Group (NYSE-WMG), ProSiebenSat.1.Media AG (MDAX-PSMG), Sungard Data Systems, Cumulus Media Partners and The Boston Celtics. He also volunteers for a variety of charitable organizations, serving as a member of The Berklee College of Music Board of Trustees and the UVa McIntire Foundation Board of Trustees. Mr. Connaughton received a B.S. in commerce from the University of Virginia and an M.B.A. from Harvard Business School.

Mr. Michael Connelly has served as a director of AMCE since January 2006. Michael J. Connelly is a Managing Director of The Carlyle Group, based in New York, focused on U.S. buyout transactions in the media and telecommunications sectors. Mr. Connelly has played key roles in a number of recent investments including VNU N.V., Insight Communications, Loews Cineplex Entertainment (now AMC Entertainment) and Pan Am Sat. He also contributed to restructuring Videotron Telecom into a direct investment in Quebecor Media. Prior to joining Carlyle in 2002, Mr.Connelly spent more than 25 years

35

in the investment banking and banking industries in the communications sectors. He served as a Managing Director at Credit Suisse First Boston and at Donaldson, Lufkin & Jenrette. He began his career at The Bank of Boston and The First Boston Corporation focusing in media and financial restructurings. He has previously served on the Boards of Directors of Pan Am Sat and VNU N.V. Mr. Connelly also serves on the board of Insight Communications. Mr. Connelly received his undergraduate degree at Georgetown University and his M.B.A. from The Wharton School at the University of Pennsylvania.

Mr. Benjamin M. Coughlin has served as a director of AMCE since January 2006. Mr. Coughlin joined Spectrum Equity Investors in 1997 and has been a Managing Director since 2005. At Spectrum Equity Investors, Mr. Coughlin focuses on buyout investments in the media, information services and communications industries. Prior to Spectrum Equity Investors, Mr. Coughlin worked as an Associate at Apax Partners in Munich, Germany, where he was involved with later-stage and buyout opportunities in the technology and information services industries. Mr. Coughlin also serves as a director of Apprise Media, Canon Communications and CBD Media LLC. Mr. Coughlin graduated from Harvard College with a bachelor's degree, cum laude, in Economics, where he was also a John Harvard Scholar.

Mr. Travis Reid has served as a director of AMCE since January 2006. Prior thereto, Mr. Reid served as President, Chief Executive Officer and a director of Loews since April 2002. Mr. Reid has been in the film exhibition industry for 30 years. Prior to 2002, Mr. Reid served as President, North American Operations of Loews beginning May 1998. Mr. Reid served as President of Loews Theatres beginning October 1996 and for the preceding year served as Executive Vice President, Film Buying of Loews Theatres. Prior to joining Loews in 1991, Mr. Reid held senior film buying positions at General Cinema Corp., Cineamerica Theatres, Century Theatres and Theatre Management Inc. He began his career at age 20 at a drive-in movie theatre in California. Mr. Reid also serves as a director of Fandango. Mr. Reid holds a B.S. in Business Administration from California State University at Hayward.

Mr. Philip M. Singleton was elected President of American Multi-Cinema, Inc. on January 10, 1997 and has served as Chief Operating Officer of American Multi-Cinema, Inc. since November 14, 1991. Mr. Singleton has served as Executive Vice President of AMCE since August 3, 1994. Mr. Singleton has served as a Director of American Multi-Cinema, Inc. since November 12, 1992.

Mr. Craig R. Ramsey has served as Executive Vice President and Chief Financial Officer of AMCE and American Multi-Cinema, Inc. since April 3, 2003. Prior thereto, Mr. Ramsey served as Executive Vice President, Chief Financial Officer and Secretary of AMCE and American Multi-Cinema, Inc. effective April 19, 2002. Mr. Ramsey served as Senior Vice President, Finance, Chief Financial Officer and Chief Accounting Officer, of AMCE and American Multi-Cinema, Inc. from August 20, 1998 until May 13, 2002. Mr. Ramsey has served as a Director of American Multi-Cinema, Inc. since September 28, 1999. Mr. Ramsey was elected Chief Accounting Officer of AMCE and American Multi-Cinema, Inc. effective October 15, 1999. Mr. Ramsey served as Vice President, Finance from January 17, 1997 to October 15, 1999 and prior thereto served as Director of Information Systems and Director of Financial Reporting since joining American Multi-Cinema, Inc. on February 1, 1995.

Mr. Richard T. Walsh has served as Executive Vice President of AMCE and Chairman, AMC Film Programming, a division of American Multi-Cinema, Inc., since November 9, 2001. Prior thereto, Mr. Walsh served as Executive Vice President, Film Operations, AMC Film, from September 29, 1999 to November 9, 2001 and as Senior Vice President in charge of operations for the West Division of AMC from July 1, 1994 to September 29, 1999.

Mr. John D. McDonald has served as Executive Vice President, U.S. and Canada Operations of American Multi-Cinema, Inc. since October 1, 1998. Prior thereto, Mr. McDonald served as Senior Vice President, Corporate Operations from November 9, 1995 until his promotion to Executive Vice President on October 1, 1998.

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Mr. Kevin M. Connor has served as Senior Vice President, General Counsel and Secretary of AMCE and American Multi-Cinema, Inc. since April 3, 2003. Prior thereto, Mr. Connor served as Senior Vice President, Legal of AMCE and American Multi-Cinema, Inc. beginning November 6, 2002. Prior thereto, Mr. Connor was in private practice in Kansas City, Missouri as a partner with the firm Seigfreid, Bingham, Levy, Selzer and Gee from October 1, 1995.

Mr. Mark A. McDonald has served as Executive Vice President, International Operations of AMC Entertainment International, Inc., a subsidiary of AMCE, since December 7, 1998. Prior thereto, Mr. McDonald served as Senior Vice President, Asia Operations from November 9, 1995 until his appointment as Executive Vice President in December 1998.

Mr. Chris A. Cox has served as Vice President and Chief Accounting Officer of AMCE and American Multi-Cinema, Inc. since May 13, 2002. Prior thereto, Mr. Cox served as Vice President and Controller of American Multi-Cinema, Inc. from November 28, 2000. Previously, Mr. Cox served as Director of Corporate Accounting for the Dial Corporation from December 1999 until November 2000.

Mr. Terry W. Crawford has served as Vice President and Treasurer of AMCE and American Multi-Cinema, Inc. since April 1, 2005. Prior thereto, Mr. Crawford served as Vice President and Assistant Treasurer of AMCE and American Multi-Cinema, Inc. from December 23, 2004 until April 1, 2005. Previously, Mr. Crawford served as Vice President, Assistant Treasurer and Assistant Secretary of AMCE from May 13, 2002 until December 23, 2004 and American Multi-Cinema, Inc. from January 24, 2000 until December 23, 2004. Mr. Crawford served as Assistant Treasurer and Assistant Secretary of AMCE from September 14, 2001 until May 13, 2002 and AMC from November 11, 1999 until January 24, 2004. Mr. Crawford served as Assistant Secretary of AMCE from March 27, 1997 until September 14, 2001 and American Multi-Cinema, Inc. from March 21, 1997 until November 11, 1999.

Mr. Michael W. Zwonitzer has served as Vice President, Finance of AMCE and American Multi-Cinema, Inc. since September 17, 2004. Prior thereto, Mr. Zwonitzer served as Director of Finance from December 19, 2002 to September 17, 2004 and Manager of Financial Analysis from November 10, 2000 to December 19, 2002. Mr. Zwonitzer joined AMC on June 26, 1998.

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Exhibit 99.1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
INTRODUCTION
RISK FACTORS
Risks Related to Our Business
Risks Related to Our Industry
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
MARQUEE HOLDINGS INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 28, 2006 (dollars in thousands)
MARQUEE HOLDINGS INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS TWENTY-SIX WEEKS ENDED SEPTEMBER 28, 2006 (thousands of dollars except for per share data)
MARQUEE HOLDINGS INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FIFTY-TWO WEEKS ENDED SEPTEMBER 28, 2006 (dollars in thousands except for per share amounts)
MARQUEE HOLDINGS INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
LEGAL PROCEEDINGS
MANAGEMENT