Some of the information in this Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included in this Form 10-Q, including, without limitation, certain statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations", may constitute forward-looking statements. In some cases you can identify these "forward-looking statements" by words like "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these statements as a result of certain factors as more fully discussed under the heading "Risk Factors" contained in our annual report on Form 10-K filed on March 2, 2009 with the Commission (File No. 001-31315) for the Company's fiscal year ended January 1, 2009. The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included herein.

The Company

We conduct our operations through our wholly owned subsidiaries. We operate the largest and most geographically diverse theatre circuit in the United States, consisting of 6,775 screens in 548 theatres in 39 states and the District of Columbia as of October 1, 2009. We believe the size, reach and quality of our theatre circuit provide an exceptional platform to realize economies of scale from our theatre operations. We also maintain an investment in National CineMedia, which concentrates on in-theatre advertising and creating complementary business lines that leverage the operating personnel, asset and customer bases of its theatrical exhibition partners, which include us, AMC and Cinemark. The Company manages its business under one reportable segment: theatre exhibition operations.

We generate revenues primarily from admissions and concession sales. Additional revenues are generated by our vendor marketing programs, our gift certificate and discount ticket programs and various other activities in our theatres. In addition, National CineMedia provides us with a theatre access fee associated with revenues generated from its sale of on-screen advertising, rental of theatres for business meetings and concerts and other events. Film rental costs depend on a variety of factors including the prospects of a film, the popularity and box office revenues of a film, and such film rental costs generally increase as the admissions revenues generated by a film increase. Because we purchase certain concession items, such as fountain drinks and popcorn, in bulk and not pre-packaged for individual servings, we are able to improve our margins by negotiating volume discounts. Other operating expenses consist primarily of theatre labor and occupancy costs.

On February 12, 2007, we, along with AMC and Cinemark, formed DCIP, to create a financing model and establish agreements with major motion picture studios for the implementation of digital cinema. Future digital cinema developments will be managed by DCIP, subject to the approval of us, AMC and Cinemark. Each of Regal, AMC and Cinemark has an equal ownership and voting interest in DCIP. Recently, DCIP announced the execution of long-term deployment agreements with six film studios. DCIP is continuing to work with film studios and financial institutions to negotiate and finalize the related financing plans that would provide for a wide-scale studio-financed conversion to digital projection. Upon completion of the financing, we are prepared to begin converting our existing theatres from 35 mm film projection to digital projection and intend to complete the conversion of our entire circuit in approximately three to four years.

As discussed further in Note 3-"Investment in National CineMedia, LLC," as a result of the annual adjustment provisions of the Common Unit Adjustment Agreement with National CineMedia, on April 9, 2008, we received from National CineMedia approximately 0.8 million newly issued common units of National CineMedia. Further, on May 29, 2008, we received from National CineMedia approximately 2.9 million newly issued common units of National CineMedia in accordance with the adjustment provisions of the Common Unit Adjustment Agreement in connection with our acquisition of Consolidated Theatres. Finally, on March 17, 2009, we received

from National CineMedia approximately 0.5 million newly issued common units of National CineMedia in accordance with the annual adjustment provisions of the Common Unit Adjustment Agreement. These adjustments increased the number of National CineMedia common units held by us to approximately 25.4 million and as a result, on a fully diluted basis, we own a 25.0% interest in NCM, Inc. as of October 1, 2009.

On March 10, 2008, Regal issued $200.0 million aggregate principal amount of 6¼% Convertible Senior Notes. Concurrent with the issuance of the 6¼% Convertible Senior Notes, we entered into simultaneous convertible note hedge and warrant transactions with respect to our Class A common stock in order to reduce the potential dilution from conversion of the 6¼% Convertible Senior Notes into shares of our Class A common stock. The net cost of the convertible note hedge and warrant transactions was approximately $6.6 million and is included as a component of equity in the accompanying unaudited condensed consolidated balance sheets. See Note 4-"Debt Obligations" for further description of the 6¼% Convertible Senior Notes and the related convertible note hedge and warrant transactions. The Company used cash on hand and a portion of the net proceeds from the issuance of the 6¼% Convertible Senior Notes to redeem approximately $90.0 million principal amount of Regal's 3¾% Convertible Senior Notes due May 15, 2008, in a series of privately negotiated transactions. As a result of the early redemption, the Company recorded a $3.0 million loss on debt extinguishment (as retrospectively adjusted for the adoption of certain provisions of ASC Subtopic 470-20 described in Note 4-"Debt Obligations") during the quarter ended March 27, 2008. In connection with the early redemption, the Company received net proceeds of approximately $13.7 million from Credit Suisse attributable to the convertible note hedge and warrant transactions associated with the 3¾% Convertible Senior Notes described further in Note 4-"Debt Obligations." Such proceeds were recorded as an increase to additional paid-in capital. In connection with the final maturity of the 3¾% Convertible Senior Notes on May 15, 2008, holders of the remaining $33.7 million in principal amount exercised their conversion rights. The Company elected to settle these conversions entirely in cash for approximately $51.4 million using the remaining proceeds from the issuance of the 6¼% Convertible Senior Notes. In connection with these conversions, the Company received net proceeds of approximately $5.2 million from Credit Suisse attributable to the convertible note hedge and warrant transactions associated with the 3¾% Convertible Senior Notes. Such proceeds were also recorded as an increase to additional paid-in capital. See Note 4-"Debt Obligations" for further discussion of this transaction.

On April 30, 2008, the Company acquired Consolidated Theatres, which held a total of 28 theatres with 400 screens in Georgia, Maryland, North Carolina, South Carolina, Tennessee and Virginia. The total net cash purchase price for the acquisition was approximately $209.3 million. The results of operations of the acquired theatres have been included in the Company's consolidated financial statements for periods subsequent to the acquisition date. In conjunction with the closing, we entered into a final judgment with the DOJ, which required us to hold separate and divest ourselves of four theaters comprising 52 screens in North Carolina. During the quarter ended September 25, 2008, the Company entered into an agreement to sell three of the four theatres and recorded impairment charges of approximately $7.9 million related to these theatres. On October 23, 2008, the Company completed its divestiture of the three theatres. On April 30, 2009, the Company completed its divestiture of the last of the four theatres. See Note 2 "Acquisition" for further discussion of this transaction.

On July 15, 2009, Regal Cinemas issued $400.0 million in aggregate principal amount of the 85/8% Senior Notes at a price equal to 97.561% of their face value in a transaction exempt from registration under the Securities Act. Interest on the 85/8% Senior Notes is payable semi-annually in arrears on July 15 and January 15 of each year, beginning on January 15, 2010. The 85/8% Senior Notes will mature on July 15, 2019. The net proceeds from the offering, after deducting the initial purchase discount (approximately $9.8 million) and offering expenses paid by the Company, were approximately $381.3 million. The Company used all of the net proceeds of the offering to repay a portion of the Amended Senior Credit Facility. As a result of this repayment, the Company recorded a loss on debt extinguishment of approximately $7.4 million, representing the pro-rata write off of unamortized debt issue costs under the Amended Senior Credit Facility. See Note 4-"Debt Obligations" for further discussion of this transaction.

For a summary of industry trends as well as other risks and uncertainties relevant to the Company, see "Business-Industry Overview and Trends" and "Risk Factors" contained in our annual report on Form 10-K for the fiscal year ended January 1, 2009 and "Results of Operations" below.

Results of Operations

Based on our review of industry sources, national box office revenues for the time period that corresponds to Regal's third fiscal quarter of 2009 were estimated to have decreased by approximately 8% in comparison to the third fiscal quarter of 2008. This decrease was primarily attributable to a shift in the 2009 fiscal calendar, which resulted in the traditionally robust attendance week leading up to July 4th being included in the third fiscal quarter of 2008, but not the third fiscal quarter of 2009 and, to a lesser extent, difficult comparisons generated by high profile films released during the third fiscal quarter of 2008, such as The Dark Knight.

Our total revenues for the quarter ended October 1, 2009 ("Q3 2009 Period") were $673.5 million and consisted of $463.4 million of admissions revenues, $182.6 million of concessions revenues and $27.5 million of other operating revenues, and decreased 11.1% from total revenues of $757.6 million for the quarter ended September 25, 2008 ("Q3 2008 Period").

During the Q3 2009 Period, total admissions revenues decreased $53.4 million, or 10.3%, to $463.4 million, from $516.8 million in the Q3 2008 Period primarily due to a 14.5% decrease in attendance, partially offset by a 4.9% increase in average ticket prices. We believe the overall decrease in attendance during the Q3 2009 Period was primarily a result of a shift in our Q3 2009 Period fiscal calendar, which resulted in the traditionally robust attendance week leading up to July 4th being included in the Q3 2008 Period, but not the Q3 2009 Period and strong attendance generated by the top tier films exhibited during the Q3 2008 Period, including The Dark Knight. Price increases identified during our ongoing periodic pricing reviews (which include analysis of various factors such as general inflationary trends and local market conditions) along with an increase in the percentage of our admissions revenues generated by premium priced IMAX® and 3D films exhibited during the Q3 2009 Period were the primary drivers of the increase in our Q3 2009 Period average ticket price. Based on our review of certain industry sources, the decrease in our admissions revenues on a per screen basis was approximately 200 basis points greater than the industry's results for the Q3 2009 Period as compared to the Q3 2008 Period. We believe the greater than industry decrease in admissions revenues on a per screen basis was attributable to various factors including geographical differences and film product performance, incremental screens from regional theatre circuits and our allocation of capital during such periods.

During the three quarters ended October 1, 2009 (the "Fiscal 2009 Period"), we continued to make progress with respect to the following strategic initiatives:

† We demonstrated our commitment to providing incremental value to our stockholders. Total cash dividends distributed to our stockholders during the Fiscal 2009 Period totaled approximately $83.1 million.

† We opened 5 theatres with 57 screens and closed 9 underperforming theatres with 83 screens, ending the Fiscal 2009 Period with 548 theaters and 6,775 screens.

† Finally, we continued to expand our use of new technologies to enhance the movie-going experience and broaden our content offerings. As of October 1, 2009, we operated 40 IMAX® screens and operated 392 additional screens outfitted with digital 3D projection systems. In addition, we plan to add additional digital 3D projection systems and expect to have approximately 430 3D screens in operation for the 2009 holiday season and ultimately expect to deploy approximately 1,500 digital 3D screens.

The following table sets forth the percentage of total revenues represented by certain items included in our unaudited condensed consolidated statements of income (loss) for the Q3 2009 Period, the Q3 2008 Period, the Fiscal 2009 Period and the three quarters ended September 25, 2008 (the "Fiscal 2008 Period") (dollars and attendance in millions, except average ticket prices and average concessions revenues per patron):

                     Q3 2009 Period       Q3 2008 Period       Fiscal 2009 Period       Fiscal 2008 Period
                               % of                 % of                     % of                     % of
                       $      Revenue       $      Revenue         $        Revenue         $        Revenue
Revenues:
Admissions          $ 463.4      68.8 %  $ 516.8      68.2 %  $   1,464.6      68.8 %  $   1,404.5      68.2 %
Concessions           182.6      27.1      209.6      27.7          576.9      27.1          564.6      27.4
Other operating
revenues               27.5       4.1       31.2       4.1           86.8       4.1           91.1       4.4
Total revenues        673.5     100.0      757.6     100.0        2,128.3     100.0        2,060.2     100.0
Operating
expenses:
Film rental and
advertising
costs(1)              244.6      52.8      282.0      54.6          767.7      52.4          744.9      53.0
Cost of
concessions(2)         27.1      14.8       30.4      14.5           82.8      14.4           78.6      13.9
Rent expense(3)        93.7      13.9       94.1      12.4          282.2      13.3          267.4      13.0
Other operating
expenses(3)           194.2      28.8      197.2      26.0          575.9      27.1          546.3      26.5
General and
administrative
expenses
(including
share-based
compensation
expense of $1.7
and $1.4 for the
Q3 2009 Period
and the Q3 2008
Period,
respectively, and
$4.3 for the
Fiscal 2009
Period and the
Fiscal 2008
Period)(3)             17.1       2.5       15.5       2.0           47.8       2.2           46.3       2.2
Depreciation and
amortization(3)        51.2       7.6       51.1       6.7          151.6       7.1          147.3       7.1
Net loss on
disposal and
impairment of
operating
assets(3)               7.2       1.1       11.5       1.5           23.1       1.1           16.0       0.8
Joint venture
employee
compensation(3)           -         -        0.1         -              -         -            0.4         -
Total operating
expenses(3)           635.1      94.3      681.9      90.0        1,931.1      90.7        1,847.2      89.7
Income from
operations(3)          38.4       5.7       75.7      10.0          197.2       9.3          213.0      10.3
Interest expense,
net(3)                 40.3       6.0       29.9       3.9          114.5       5.4           91.7       4.5
Earnings
recognized from
NCM(3)                 (7.4 )    (1.1 )     (7.1 )    (0.9 )        (26.8 )    (1.3 )        (21.4 )    (1.0 )
Loss on debt
extinguishment(3)       7.4       1.1          -         -            7.4       0.3            3.0         -
Provision for
(benefit from)
income taxes(3)        (1.0 )    (0.1 )     21.3       2.8           40.3       1.9           55.1       2.7
Net income (loss)
attributable to
controlling
interest(3)         $  (1.8 )    (0.3 )  $  31.0       4.1    $      60.0       2.8    $      82.8       4.0
Attendance             57.1         *       66.8         *          181.6         *          183.4         *
Average ticket
price(4)            $  8.12         *    $  7.74         *    $      8.06         *    $      7.66         *
Average
concessions
revenues per
patron(5)           $  3.20         *    $  3.14         *    $      3.18         *    $      3.08         *

(1) Percentage of revenues calculated as a percentage of admissions revenues.

(2) Percentage of revenues calculated as a percentage of concessions revenues.

(3) Percentage of revenues calculated as a percentage of total revenues.

(4) Calculated as admissions revenues/attendance.

(5) Calculated as concessions revenues/attendance.

Q3 2009 Period Compared to Q3 2008 Period and Fiscal 2009 Period Compared to Fiscal 2008 Period

Admissions

Total admissions revenues decreased $53.4 million during the Q3 2009 Period, or 10.3%, to $463.4 million, from $516.8 million in the Q3 2008 Period primarily due to a 14.5% decrease in attendance, partially offset by a 4.9% increase in average ticket prices. During the Fiscal 2009 Period, total admissions revenues increased $60.1 million, or 4.3%, to $1,464.6 million, from $1,404.5 million for the Fiscal 2008 Period. A 5.2% increase in our average ticket price, partially offset by an attendance decrease of 1.0% led to the favorable increase in the Fiscal 2009 Period admissions revenues. We believe the overall decrease in attendance during the Q3 2009 Period was primarily a result of a shift in our Q3 2009 Period fiscal calendar, which resulted in the traditionally robust attendance week leading up to July 4th being included in the Q3 2008 Period, but not the Q3 2009 Period and strong attendance generated by the top tier films exhibited during the Q3 2008 Period, including The Dark Knight. In addition, the Fiscal 2009 Period's attendance was negatively impacted by a shift in our Fiscal 2009 Period fiscal calendar, which resulted in the traditionally high attendance week between Christmas and New Years Day being included in the Fiscal 2008 Period, but not the Fiscal 2009 Period. We believe that the overall decrease in the Fiscal 2009 Period attendance was mitigated by incremental attendance from the breadth of key films exhibited during the Fiscal 2009 Period and the full benefit of the inclusion of 400 screens acquired from Consolidated Theatres on April 30, 2008 (as compared to five months in the Fiscal 2008 Period).

Price increases identified during our ongoing periodic pricing reviews (which include analysis of various factors such as general inflationary trends and local market conditions) along with an increase in the percentage of our admissions revenues generated by premium priced IMAX® and 3D films exhibited during the Q3 2009 Period and the Fiscal 2009 Period were the primary drivers of the increase in our Q3 2009 Period and Fiscal 2009 Period average ticket prices. Based on our review of certain industry sources, the decrease in our admissions revenues on a per screen basis was approximately 200 basis points greater than the industry's results for the Q3 2009 Period and Fiscal 2009 Period as compared to the Q3 2008 Period and the Fiscal 2008 Period. We believe the greater than industry decrease in admissions revenues on a per screen basis was attributable to various factors including geographical differences and film product performance, incremental screens from regional theatre circuits and our allocation of capital during such periods.

Concessions

During the Q3 2009 Period, total concessions revenues decreased $27.0 million, or 12.9%, to $182.6 million, from $209.6 million for the Q3 2008 Period. Total concessions revenues increased $12.3 million, or 2.2%, to $576.9 million in the Fiscal 2009 Period, from $564.6 million in the Fiscal 2008 Period. Average concessions revenues per patron during the Q3 2009 Period increased 1.9%, to $3.20, from $3.14 for the Q3 2008 Period and increased 3.2%, to $3.18 in the Fiscal 2009 Period, from $3.08 in the Fiscal 2008 Period. The decrease in total concessions revenues during the Q3 2009 Period was attributable to the aforementioned decrease in attendance during the period, partially offset by an increase in average concessions revenues per patron. The increase in total concessions revenues during the Fiscal 2009 Period was attributable to an increase in average concessions revenues per patron, partially offset by a slight decrease in attendance during the period. The increase in average concessions revenues per patron for the Q3 2009 Period and the Fiscal 2009 Period were primarily a result of price increases and the concession friendly mix of film product exhibited during such periods.

Other Operating Revenues

Other operating revenues decreased $3.7 million, or 11.9%, to $27.5 million for the Q3 2009 Period, from $31.2 million for the Q3 2008 Period. During the Fiscal 2009 Period, other operating revenues decreased $4.3 million, or 4.7%, to $86.8 million, from $91.1 million in the Fiscal 2008 Period. Included in other operating revenues are the theatre access fees paid by National CineMedia (net of payments for on-screen advertising time provided to our beverage concessionaire), marketing revenues from our vendor marketing programs and other theatre revenues, including revenue related to our gift certificate and discount ticket programs. The decrease in other operating revenues during the Q3 2009 Period was primarily attributable to a decrease in marketing revenues from

our vendor marketing programs, driven by the decrease in our Q3 2009 Period attendance, and declines in other theatre revenues. The decrease in other operating revenues during the Fiscal 2009 Period was primarily driven by decreases in revenues related to our gift certificate and discount ticket programs and other theatre revenues, partially offset by a slight increase in marketing revenues from our vendor marketing programs.

Film Rental and Advertising Costs

Film rental and advertising costs as a percentage of admissions revenues declined to 52.8% during the Q3 2009 Period from 54.6% in the Q3 2008 Period. During the Fiscal 2009 Period, film rental and advertising costs as a percentage of admissions revenues declined to 52.4%, from 53.0% in the Fiscal 2008 Period. The decrease in film rental and advertising costs as a percentage of box office revenues during the Q3 2009 Period was primarily attributable to higher film costs associated with the success of the top tier films exhibited during the Q3 2008 Period including The Dark Knight, coupled with a reduction in advertising costs during the Q3 2009 Period. The decrease in film rental and advertising costs as a percentage of box office revenues during the Fiscal 2009 Period was primarily the result of a higher percentage of box office revenues generated by the top tier films exhibited during the Fiscal 2008 Period.

Cost of Concessions

Cost of concessions decreased $3.3 million, or 10.9%, during the Q3 2009 Period as compared to the Q3 2008 Period. During the Fiscal 2009 Period, cost of concessions increased $4.2 million, or 5.3% as compared to the Fiscal 2008 Period. Cost of concessions as a percentage of concessions revenues for the Q3 2009 Period were approximately 14.8% compared to 14.5% for the Q3 2008 Period and for the Fiscal 2009 Period, cost of concessions as a percentage of concessions revenues were approximately 14.4% compared to 13.9% for the Fiscal 2008 Period. The increase in cost of concessions as a percentage of concessions revenues during the Q3 2009 Period and the Fiscal 2009 Period were primarily related to the mix of products sold. In addition, for the Fiscal 2009 Period, this increase was also attributable to a decrease in the amount of vendor marketing revenue recorded as a reduction of cost of concessions.

Rent Expense

During the Q3 2009 Period, rent expense decreased $0.4 million, or 0.4%, to $93.7 million, from $94.1 million in the Q3 2008 Period. Rent expense increased by $14.8 million, or 5.5% to $282.2 million in the Fiscal 2009 Period, from $267.4 million in the Fiscal 2008 Period. The increase in rent expense during the Fiscal 2009 Period was primarily due to the full impact of Consolidated Theatres during the Fiscal 2009 Period and to a lesser extent, general inflationary increases.

Other Operating Expenses

Other operating expenses decreased $3.0 million, or 1.5%, to $194.2 million in the Q3 2009 Period, from $197.2 million in the Q3 2008 Period. During the Fiscal 2009 Period, other operating expenses increased $29.6 million, or 5.4%, to $575.9 million, from $546.3 million in the Fiscal 2008 Period. The decrease in other operating expenses during the Q3 2009 Period as compared to the Q3 2008 Period was primarily driven by decreased variable payroll costs related to the decrease in attendance, partially offset by increased costs associated with higher IMAX® and 3D film revenues and general inflationary increases. The increase in other operating expenses during the Fiscal 2009 Period as compared to the Fiscal 2008 Period was attributable to increased costs associated with higher IMAX® and 3D film revenues, the full impact of Consolidated Theatres during the Fiscal 2009 Period and general inflationary increases.

General and Administrative Expenses

General and administrative expenses increased $1.6 million, or 10.3%, to $17.1 million during the Q3 2009 Period as compared to $15.5 million in the Q3 2008 Period. As a percentage of total revenues, general and administrative expenses increased to 2.5% during the Q3 2009 Period as compared to 2.0% in the Q3 2008 Period.

For the Fiscal 2009 Period, general and administrative expenses increased $1.5 million, or 3.2%, to $47.8 million as compared to $46.3 million in the Fiscal 2008 Period. As a percentage of total revenues, general and administrative expenses remained consistent, at 2.2%, during the Fiscal 2009 Period and the Fiscal 2008 Period. The slight increase in general and administrative expenses during the Q3 2009 Period and the Fiscal 2009 Period was . . .