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

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 3, 2003

OR

[     ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE  ACT OF 1934

For the transition period from ___________ to ____________

Commission file number 1-8747

AMC ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

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

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

Yes     x     No ____

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

Yes     x     No ____

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

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

INDEX

			Page Number
		PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements	3
		Consolidated Statements of Operations	3
		Consolidated Balance Sheets	4
		Consolidated Statements of Cash Flows	5
		Notes to Consolidated Financial Statements	7
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.		Controls and Procedures	22
		PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	22
Item 6.		Exhibits and Reports on Form 8-K	23
		Signatures	25

                      

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

AMC ENTERTAINMENT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
  (in thousands, except per share data)

		Thirteen Weeks Ended
			July 3,			June 27,
			2003			2002
		(Unaudited)
Revenues
Admissions			$   322,188		$  309,467
Concessions			124,581		126,171
Other theatre			12,474		12,754
NCN and other			13,971		13,234
Total revenues			473,214		461,626
Costs and Expenses
Film exhibition costs			178,461		174,720
Concession costs			15,317		17,058
Theatre operating expense			107,484		108,913
Rent			78,917		73,950
NCN and other			12,321		12,491
General and administrative			12,127		32,290
Preopening expense			1,042		797
Theatre and other closure expense			618		(229)
Depreciation and amortization			28,477		29,432
Gain on disposition of assets			-		(186)
Total costs and expenses			434,764		449,236
Interest expense
Corporate borrowings			15,494		16,690
Capital and financing lease obligations			2,805		2,777
Investment income			(651)		(1,002)
Total other expense			17,648		18,465
Earnings (loss) before income taxes			20,802		(6,075)
Income tax provision			9,000		(5,200)
Net earnings (loss)			$   11,802		$       (875)
Preferred dividends			7,791		9,419
Net earnings (loss) for common shares			$     4,011		$ (10,294)
Net earnings (loss) loss per share:
Basic			$         .11		$        (.28)
Diluted			$         .11		$        (.28)
Average shares outstanding:
Basic			36,427		36,276
Diluted			36,687		36,276

 

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	July 3,	April 3,
	2003	2003
	(Unaudited)
ASSETS
Current assets:
Cash and equivalents	$   261,481	$   244,412
Receivables, net of allowance for doubtful accounts of $1,658
as of July 3, 2003 and $1,581 as of April 3, 2003	40,336	27,545
Other current assets	56,245	50,732
Total current assets	358,062	322,689
Property, net	857,928	856,463
Intangible assets, net	28,445	30,050
Goodwill	60,698	60,698
Deferred income taxes	171,862	171,152
Other long-term assets	54,221	50,646
Total assets	$1,531,216	$1,491,698
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$   123,338	$  116,269
Accrued expenses and other liabilities	189,645	179,393
Current maturities of capital and financing lease obligations	2,614	2,565
Total current liabilities	315,597	298,227
Corporate borrowings	668,752	668,661
Capital and financing lease obligations	59,244	56,536
Other long-term liabilities	178,248	176,370
Total liabilities	1,221,841	1,199,794
Commitments and contingencies
Stockholders' equity:
Series A Convertible Preferred Stock, 66 2/3¢ par value; 284,828 shares issued and outstanding as of July 3, 2003 and 280,107 shares issued and outstanding as of April 3, 2003 (aggregate liquidation preference of $289,630 as of July 3, 2003 and $284,828 as of April 3, 2003)	190	187
Common Stock, 66 2/3¢ par value; 33,761,658 shares issued as of July 3, 2003
and 33,286,173 shares issued as of April 3, 2003	22,508	22,191
Convertible Class B Stock, 66 2/3¢ par value; 3,051,597 shares
issued and outstanding as of July 3, 2003 and April 3, 2003	2,035	2,035
Additional paid-in capital	467,978	464,663
Accumulated other comprehensive income	(6,360)	(8,773)
Accumulated deficit	(176,015)	(187,817)
Common Stock in treasury, at cost, 72,897 shares as of
July 3, 2003 and 35,387 shares as of April 3, 2003	(961)	(582)
Total stockholders' equity	309,375	291,904
Total liabilities and stockholders' equity	$1,531,216	$1,491,698

See Notes to Consolidated Financial Statements.

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

				Thirteen Weeks Ended
				July 3,						June 27,
				2003							2002
				(Unaudited)
	INCREASE (DECREASE) IN CASH AND EQUIVALENTS
	Cash flows from operating activities:
	Net earnings (loss)				$ 11,802					$ (875)
	Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
	Depreciation and amortization				28,477					29,432
	Non-cash portion of special and stock-based compensation				293					11,047
	Deferred income taxes				(710)					(5,200)
	Gain on disposition of assets				-					(186)
	Change in assets and liabilities, net of effects from acquisition of GC Companies, Inc. in fiscal 2003:
	Receivables				(8,145)					(10,287)
	Other assets				(11,098)					7,989
	Accounts payable				4,019					4,538
	Accrued expenses and other liabilities				16,012					1,156
	Other, net				2,684					31
	Net cash provided by operating activities				43,334					37,645
Cash flows from investing activities:
	Capital expenditures					(24,159)				(15,600)
	Proceeds from sale/leasebacks					-				5,379
	Construction project costs:
	Reimbursable by landlord					-				(12,174)
	Reimbursed by landlord					-				1,972
	Acquisition of GC Companies, Inc., net of cash acquired and proceeds from sale of venture capital investments					-				(42,355)
	Purchase of leased furniture, fixtures and equipment					-				(2,858)
	Proceeds from disposition of long-term assets					503				1,101
	Other, net					(7,463)				3,790
	Net cash used in investing activities					(31,119)				(60,745)
Cash flows from financing activities:
	Principal payments under capital and financing lease obligations					(534)				(700)
	Change in cash overdrafts					1,928				5,499
	Change in construction payables					1,122				(2,634)
	Proceeds from exercise of stock options					3,167				-
	Deferred financing costs and other					(379)				27
	Net cash provided by financing activities					5,304				2,192
	Effect of exchange rate changes on cash and equivalents					(450)				500
	Net increase (decrease) in cash and equivalents					17,069				(20,408)
	Cash and equivalents at beginning of period					244,412				219,432
	Cash and equivalents at end of period					$  261,481				$199,024

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

					Thirteen Weeks Ended
					July 3,		June 27,
					2003		2002
					(Unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash paid during the period for:
	Interest (net of amounts capitalized of $1,475 and $789)			$  3,257			$  3,280
	Income taxes paid (refunded)			5,585			(13,996)
	Schedule of non-cash investing and financing activities:
	Preferred dividends			$  7,791			$  9,419

The following is a summary of the allocation of the purchase price as of June 27, 2002 to the assets and liabilities of GC Companies, Inc. based on management’s estimates of fair value:

(In thousands)
Cash and equivalents		$   10,725
Current assets		13,268
Property, net		142,402
Intangible assets		27,699
Goodwill		22,394
Deferred income taxes		27,500
Other long-term assets		8,655
Current liabilities		(34,961)
Other long-term liabilities		(50,079)
Total purchase price		$ 167,603

 

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 3, 2003
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

            AMC Entertainment Inc. ("AMCE") is a holding company which, through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. ("AMC") and its subsidiaries, AMC Entertainment International, Inc. (“AMCEI”) and National Cinema Network, Inc. ("NCN") (collectively with AMCE, unless the context otherwise requires, the "Company"), is principally involved in the theatrical exhibition business throughout North America and in China (Hong Kong), Japan, France, Portugal, Spain, Sweden and the United Kingdom.  The Company's North American theatrical exhibition business is conducted through AMC and AMCEI.  The Company's International theatrical exhibition business is conducted through AMCEI.  The Company is also involved in the business of providing on-screen advertising and other services to AMC and other theatre circuits through a wholly owned subsidiary, NCN.

            The accompanying unaudited consolidated financial statements have been prepared in response to the requirements of Form 10-Q and should be read in conjunction with the Company's annual report on Form 10-K for the year (53 weeks) ended April 3, 2003.  In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's financial position and results of operations.  Due to the seasonal nature of the Company's business, results for the thirteen weeks ended July 3, 2003 are not necessarily indicative of the results to be expected for the fiscal year (52 weeks) ending April 1, 2004.

            The April 3, 2003 consolidated balance sheet data was derived from the audited balance sheet, but does not include all disclosures required by generally accepted accounting principles.

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

NOTE 2 - EARNINGS PER COMMON SHARE

            Basic earnings (loss) per share is computed by dividing net earnings (loss) for common shares by the weighted-average number of common shares outstanding.  The dilutive effect of Series A Convertible Preferred Stock is considered in the computation of basic loss per common share in accordance with EITF Topic No. D-95 Effect of Participating Convertible Securities on the Computation of Basic Earnings Per Share.  Diluted earnings (loss) per share includes the effects of outstanding stock options, stock awards and Series A Convertible Preferred Stock, if dilutive.

            The Company has two classes of common stock outstanding which do not provide for different dividend rates or other preferences, other than voting rights, between the two classes of common stock.

    

The following table sets forth the computation of basic and diluted earnings (loss) per common share (in thousands, except per share data):

&nb sp;	Thirteen Weeks Ended
	July 3,	June 27,
	2003	2002
Numerator:
Net earnings (loss)	$  11,802	$     (875)
Dividends on Series A Preferred	7,791	9,419
Earnings (loss) for common shares	4,011	(10,294)
Denominator:
Average common shares outstanding	36,427	36,276
Series A Preferred	-	-
Shares for basic earnings per common share	36,427	36,276
Stock options	164	-
Stock awards	96	-
Shares for diluted earnings per common share	36,687	36,276
Earnings (loss) per common share	$      .11	$  (0.28)
Further dilution from applying the "two-class" method	-	-
Basic earnings (loss) per common share	$      .11	$  (0.28)
Diluted earnings (loss) per common share	$      .11	$  (0.28)

                                                

         During the thirteen weeks ended July 3, 2003, 39,778,000 shares of Common Stock and $7,791,000 of dividends from the assumed conversion of Series A Preferred were excluded from the computation of diluted earnings per share because they were anti-dilutive.  During the thirteen weeks ended June 27, 2002, 37,260,000 shares of Common Stock and $9,419,000 of dividends from the assumed conversion of Series A Preferred were excluded from the computation of diluted loss per common share because they were anti-dilutive.

         During the thirteen weeks ended June 27, 2002, incremental shares from stock awards and options to purchase common shares of 469,884 were excluded from the computation of diluted loss per common share because they were anti-dilutive.

NOTE 3 - COMPREHENSIVE EARNINGS

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

	Thirteen Weeks Ended
	July 3,	June 27,
	2003	2002
Net earnings (loss)	$  11,802	$    (875)
Foreign currency translation adjustment	2,190	5,322
Unrealized gain on marketable equity securities	223	-
Total comprehensive earnings	$  14,215	$  4,447

NOTE 4 - STOCKHOLDERS' EQUITY

During the thirteen weeks ended July 3, 2003, the Company issued 475,485 shares of Common Stock for employee stock option exercises and vested stock awards.  During the thirteen weeks ended July 3, 2003, the Company acquired 37,396 shares of Common Stock for $379,000 from certain employees related to payment of taxes on stock awards and 114 shares as a result of the acquisition of GC Companies, Inc. 

During the thirteen weeks ended July 3, 2003, the Company recorded dividends of 4,802 shares of Series A Preferred valued at $7,791,000. 

Stock-based Compensation:   The Company accounts for the stock option plans and restricted stock award plans that it sponsors under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock issued to Employees and related interpretations.  Stock-based employee compensation expense related to restricted stock awards of $293,000 and $509,000 was reflected in net earnings for the thirteen weeks ended July 3, 2003 and June 27, 2002, respectively.  No stock-based employee compensation expense for stock options was reflected in net earnings (loss) for those periods, as all stock options granted under those plans had an exercise price equal to the fair market value of the underlying common stock on the date of grant. 

The following table illustrates the effect on net earnings (loss) and earnings (loss) per share as if the fair value method had been applied to all stock awards and outstanding and unvested options in each period:

                                                                                                                                                                                            Thirteen Weeks Ended

(In thousands, except per share data)		July 3, 2003			June 27, 2002
Net earnings (loss):
As reported	$  11,802			$    (875)
Add: Stock based compensation expense included in reported net loss, net of related tax effects	176			305
Deduct: Total stock-based compensation expense determined under fair value method for all awards	(443)			(601)
Pro forma                                                                                                                                                                         &nbs p;	$  11,535			$  (1,171)
Net loss per common share (basic and diluted):
As reported	$       .11			$      (.28)
Pro forma	$       .10			$      (.29)

NOTE 5 - THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

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

		Thirteen Weeks Ended
		July 3, 2003
Beginning Balance		$  22,499
Theatre and other closure expense		618
Interest expense		785
Payments                                                                                                                                                                         & nbsp;		(3,208)
Ending Balance		$  20,694

           

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

NOTE 6 - INCOME TAXES

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

	Thirteen Weeks Ended
	July 3,   2003	June 27,   2002
Federal statutory rate	35.0%	35.0%
Executive compensation	-	45.0
Valuation allowance	2.1	7.8
State income taxes, net of federal tax benefit	4.2	10.2
Other, net	2.0	(12.4)
Effective tax rate                                                                                                                                                                           ;	43.3%	85.6%

            The Company determines income tax expense for interim periods by applying Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes and APB Opinion No. 28, Interim Financial Reporting, which prescribes the use of the full year's estimated effective tax rate in financial statements for interim periods.  As a consequence, permanent differences which are not deductible for federal income tax purposes serve to increase the effective federal income tax rate of 35% expense. 

NOTE 7 - OPERATING SEGMENTS

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

&nb sp;	Thirteen Weeks Ended
	July 3, 2003	June 27,   2002

Revenues                              

North American theatrical exhibition	$ 434,340	$ 425,851
International theatrical exhibition	24,903	22,541
NCN and other	13,971	13,234
Total revenues	$ 473,214	$ 461,626

Segment Adjusted EBITDA                                                              

North American theatrical exhibition	$   81,545	$   76,874
International theatrical exhibition	(2,481)	(3,123)
NCN and other	1,650	743
Total segment Adjusted EBITDA	$  80,714	$    74,494

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

	Thirteen Weeks Ended
		July 3, 2003	June 27, 2002
Earnings (loss) before income taxes		$20,802	$  (6,075)
Plus:
Interest expense		18,299	19,467
Depreciation and amortization		28,477	29,432
Stock-based and special compensation expense		293	19,759
Preopening expense		1,042	797
Theatre and other closure expense		618	(229)
Gain on disposition of assets		-	(186)
Investment income		(651)	(1,002)
General and Administrative (1) - Unallocated		11,834	12,531
Segment Adjusted EBITDA		$ 80,714	$ 74,494

      Information about the Company's land, buildings and improvements, leasehold improvements and furniture fixtures and equipment, intangibles and goodwill by operating segment is as follows (in thousands):

	July 3, 2003	June 27, 2002
Long-term Assets (in thousands)
North American theatrical exhibition	$1,433,283	$1,400,631
International theatrical exhibition	139,282	103,924
NCN and other	25,477	15,003
Total segment property	1,598,042	1,519,558
Construction in progress	27,291	48,599
Corporate	46,582	53,462
	1,671,915	1,621,619
Less accumulated depreciation and amortization	724,844	609,075
Total long-term assets, net	$  947,071	$1,012,544

Fiscal 2004 and 2003 exclude $293,000 and $19,759,000, respectively, of stock-based and special compensation expense.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

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

            United States of America v. AMC Entertainment Inc. and American Multi-Cinema, Inc. (No. 99-01034 FMC (SHx), filed in the United States District Court for the Central District of California).  On January 29, 1999, the Department of Justice (the “Department”) filed suit alleging that the Company’s stadium-style theaters violate the ADA and related regulations.  The Department alleges that the Company failed to provide persons in wheelchairs seating arrangements with lines of sight comparable to the general public.  The Department alleges various non-line of sight violations as well.  The Department seeks 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 the 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 which might be required of the Company’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.  The Company filed a request for interlocutory appeal on January 23, 2003.  The trial court denied the Company’s request but postponed any further line of sight proceedings pending the Ninth Circuit Court of Appeals’ ruling in a case with similar facts and issues, Oregon Paralyzed Veterans of America v. Regal Cinemas, Inc.   In Regal, the Oregon District Court held that the exhibitor had provided comparable lines of sight to its wheelchair-bound patrons.  A decision from the Ninth Circuit is expected in the next few months. 

            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 the Company has violated numerous sections of the ADA and engaged in a pattern and practice of violating the ADA.  As was the case with its line of sight decision, the trial court’s non-line of sight decision did not address specific changes that the Company might be required to make, reserving this for the remedies stage of the litigation.  The Company is engaged in settlement discussions with the Department for the non-line of sight issues in this case.

NOTE 9 - NEW ACCOUNTING PRONOUNCEMENTS

            In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based Compensation - Transition and Disclosure.  SFAS No. 148 amends SFAS No. 123 Accounting for Stock-Based Compensation to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.  In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  SFAS No. 148 became effective for the Company in fiscal year 2003 and is effective for interim periods in fiscal year 2004. 

            In May 2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.  SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).  Many of these instruments were previously classified as temporary equity.  SFAS No. 150 will be effective for financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after June 15, 2003.  For financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption, transition shall be achieved by reporting the cumulative effect of a change in accounting principle by initially measuring the financial instruments at fair value or other measurement attribute required by SFAS No. 150.  Instruments with characteristics of both liabilities and equity not addressed in SFAS No. 150 will be addressed in the next phase of the project.  Adoption of SFAS No. 150 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

            In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities.  This interpretation addresses the consolidation of business enterprises (variable interest entities) to which the usual condition of consolidation does not apply.  This interpretation focuses on financial interests that indicate control.  It concludes that in the absence of clear control through voting interests, a company's exposure (variable interest) to the economic risks and potential rewards from the variable interest entity's assets and activities are the best evidence of control.  Variable interests are rights and obligations that convey economic gains or losses from changes in the values of the variable interest entity's assets and liabilities.  Variable interests may arise from financial instruments, service contracts, nonvoting ownership interests and other arrangements.  If an enterprise holds a majority of the variable interests of an entity, it would be considered the primary beneficiary.  The primary beneficiary would be required to include assets, liabilities and the results of operations of the variable interest entity in its financial statements.  This interpretation applies immediately to variable interest entities that are created, or for which control is obtained after, January 31, 2003.  For variable interest entities created prior to February 1, 2003, the provisions would be effective for the Company’s second quarter of fiscal 2004.

             The Company leases the majority of its theatre locations from landlords.  The Company has entered into operating leases with landlords and sale leaseback transactions with landlords that have been accounted for as operating leases and as transactions that qualify for the use of sale leaseback accounting.  Certain of these landlord relationships are considered variable interests, and it is possible that the Company may be required to consolidate such variable interest entities when FASB Interpretation No. 46 becomes effective during the second quarter of fiscal 2004.  The difference between consolidation and operating lease and or sale leaseback accounting treatment could increase the amount of assets and indebtedness on the consolidated financial statements related to properties that are currently leased.  The Company is in the process of identifying those landlords that qualify as variable interest entities and those situations where it is the primary beneficiary, if any.

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

Forward Looking Statements

            This report includes “forward‑looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this report and located elsewhere in this Form 10-Q regarding the prospects of our industry and our prospects, plans, financial position and business strategy may constitute forward‑looking statements. In addition, forward‑looking statements generally can be identified by the use of forward‑looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. Although we believe that the expectations reflected in these forward‑looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. All such forward‑looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward‑looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: (i) our ability to enter into various financing programs; (ii) the cost and availability of films and the performance of films licensed by us; (iii) competition;  (iv) construction delays; (v) the ability to open or close theatres and screens as currently planned; (vi) the ability to sub-lease vacant retail space; (vii) domestic and international political, social and economic conditions; (viii) demographic changes; (ix) increases in the demand for real estate; (x) changes in real estate, zoning and tax laws; (xi) unforeseen changes in operating requirements; (xii) our ability to identify suitable acquisition candidates and successfully integrate acquisitions into our operations and (xiii) results of significant litigation.  Readers are urged to consider these factors carefully in evaluating the forward‑looking statements.

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

Operating Results

            Set forth in the table below is a summary of revenues, costs and expenses attributable to the Company’s North American and International theatrical exhibition operations and NCN and other businesses.

                                                                                                               

	Thirteen Weeks Ended
	July 3, 2003	June 27, 2002	% Change
	(Dollars in thousands)
Revenues
North American theatrical exhibition
Admissions	$ 302,826	$ 291,631	3.8%
Concessions	120,019	121,987	(1.6)
Other theatre	11,495	12,233	(6.0)
	434,340	425,851	2.0
International theatrical exhibition
Admissions	19,362	17,836	8.6
Concessions	4,562	4,184	9.0
Other theatre	979	521	87.9
	24,903	22,541	10.5
NCN and other	13,971	13,234	5.6
Total revenues	$ 473,214	$ 461,626	2.5%
Costs and Expenses
North American theatrical exhibition
Film exhibition costs	$ 168,545	$ 165,468	1.9%
Concession costs	14,286	15,770	(9.4)
Theatre operating expense	99,985	102,152	(2.1)
Rent	69,979	65,587	6.7
Preopening expense	893	693	28.9
Theatre and other closure expense	503	(229)	*
	354,191	349,441	1.4
International theatrical exhibition
Film exhibition costs	9,916	9,252	7.2
Concession costs	1,031	1,288	(20.0)
Theatre operating expense	7,499	6,761	10.9
Rent	8,938	8,363	6.9
Preopening expense	149	104	43.3
	27,533	25,768	6.8
NCN and other	12,321	12,491	(1.4)
Theatre and other closure expense (NCN and other)	115	-	*
General and administrative	12,127	32,290	(62.4)
Depreciation and amortization	28,477	29,432	(3.2)
Gain on disposition of assets	-	(186)	*
Total costs and expenses	$434,764	$449,236	(3.2)%

       

*Percentage change in excess of 100%.

Thirteen Weeks Ended July 3, 2003 and June 27, 2002

            Revenues.  Total revenues increased 2.5%, or $11,588,000, during the thirteen weeks ended July 3, 2003 compared to the thirteen weeks ended June 27, 2002. 

            North American theatrical exhibition revenues increased 2.0%. Admissions revenues increased 3.8% due to a 9.6% increase in average ticket price partially offset by a 5.2% decrease in attendance.  Attendance decreased primarily due to a 5.9% decrease in attendance at comparable theatres (theatres opened on or before March 29, 2002) and a decrease due to theatre closures, partially offset by an increase in attendance at new theatres.  We closed 16 theatres with 114 screens and opened 5 theatres with 91 screens since June 27, 2002.  The increase in average ticket prices was primarily due to our practice of periodically reviewing ticket prices and the discounts we offer and making selective adjustments based upon such factors as general inflationary trends and conditions in local markets. Concessions revenues decreased 1.6% due to the decrease in attendance, partially offset by a 3.8% increase in average concessions per patron. 

           International theatrical exhibition revenues increased 10.5%. Admissions revenues increased 8.6% due to an 11.6% increase in average ticket price offset by a 2.7% decrease in attendance.  Attendance at comparable theatres decreased 10.2%, primarily at our theatres in Japan and Hong Kong due to a decline in the popularity of local language film product.  We opened one theatre with 20 screens in Spain since June 27, 2002.  Concession revenues increased 9.0% due to a 12.1% increase in concessions per patron partially offset by the decrease in total attendance.  International revenues were positively impacted by a weaker U.S. dollar, although this did not contribute materially to consolidated net earnings.

            Revenues from NCN and other increased 5.6% due to an increase in advertising revenues at NCN. We believe the increase is related to conditions in the general economy that lead to increased spending by advertisers.

           Costs and expenses.  Total costs and expenses decreased 3.2%, or $14,472,000, during the thirteen weeks ended July 3, 2003 compared to the thirteen weeks ended June 27, 2002. 

            North American theatrical exhibition costs and expenses increased 1.4%. Film exhibition costs increased 1.9% due to the increase in admissions revenues, partially offset by a decrease in the percentage of admissions paid to film distributors. As a percentage of admissions revenues, film exhibition costs were 55.7% in the current period as compared with 56.7% in the prior period.  Film exhibition costs for the thirteen weeks ended June 27, 2002 were impacted by Star Wars Episode II: Attack of the Clones and Spider-man, films whose audience appeal led to higher than normal film rental terms during the period.  Concession costs decreased 9.4% due to the decrease in concessions revenues and a decrease in concessions costs as a percent of concession revenues.  As a percentage of concessions revenues, concession costs were 11.9% in the current period compared with 12.9% in the prior period. As a percentage of revenues, theatre operating expense was 23.0% in the current period as compared to 24.0% in the prior period.  Rent expense increased 6.7% due to the opening of new theatres since June 27, 2002. During the thirteen weeks ended July 3, 2003, we recognized $503,000 of theatre and other closure expense related primarily to a modification of lease terms on a theatre closed in a prior period. 

            International theatrical exhibition costs and expenses increased 6.8%. Film exhibition costs increased 7.2% due to increased admission revenues.  Concession costs decreased 20.0%. Theatre operating expense increased 10.9% and rent expense increased 6.9% due primarily to the addition of our new theatre in Spain. We continually monitor the performance of our international theatres and factors such as an inability to obtain film product, changing consumer preferences for filmed entertainment in international markets and an inability to sublease vacant retail space could negatively impact operating results and result in future closures, sales, dispositions and charges prior to expiration of underlying lease agreements.     International theatrical exhibition costs and expenses were negatively impacted by a weaker U.S. dollar, although this did not contribute materially to consolidated net earnings.

            Costs and expenses from NCN and other decreased 1.4% due primarily to the reduction of overhead costs associated with the integration of NCN’s administrative functions into our home office location, offset by increases in variable costs due to increased revenues.

            General and Administrative.