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Regal Entertainment Group 10-K 2009
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0001047469-09-002546.txt : 20090312
0001047469-09-002546.hdr.sgml : 20090312
20090312141345
ACCESSION NUMBER: 0001047469-09-002546
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20090101
FILED AS OF DATE: 20090312
DATE AS OF CHANGE: 20090312

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: REGAL ENTERTAINMENT GROUP
CENTRAL INDEX KEY: 0001168696
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830]
IRS NUMBER: 020556934
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1229

FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31315
FILM NUMBER: 09675195

BUSINESS ADDRESS:
STREET 1: 7132 REGAL LANE
CITY: KNOXVILLE
STATE: TN
ZIP: 37918
BUSINESS PHONE: 865-922-1123

MAIL ADDRESS:
STREET 1: 7132 REGAL LANE
CITY: KNOXVILLE
STATE: TN
ZIP: 37918


10-K/A
1
a2191390z10-ka.htm
10-K/A








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TABLE OF CONTENTS









































Table of Contents






UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

















FORM 10-K/A
Amendment No. 1



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended January 1, 2009



Commission file number: 001-31315

















Regal Entertainment Group
(Exact name of Registrant as Specified in its Charter)




































Delaware 02-0556934
(State or Other Jurisdiction of

Incorporation or Organization)
 (Internal Revenue Service

Employer Identification Number)


 


 
7132 Regal Lane

Knoxville, TN
 37918
(Address of Principal Executive Offices) (Zip Code)



Registrant's
Telephone Number, Including Area Code:
865/922-1123

















Securities registered pursuant to Section 12(b) of the Act:





















Title of each class  Name of each exchange on which registered
Class A Common Stock, $.001 par value New York Stock Exchange



Securities
registered pursuant to Section 12(g) of the Act:
None



         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ý    No o




         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý



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




         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
of this Form 10-K: o



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


























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




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



         The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 26, 2008,
computed by reference to the closing price for the registrant's Class A common stock on the New York Stock Exchange on such date was $1,957,717,242 (128,797,187 shares at a closing price per
share of $15.20).



         Shares
of Class A common stock outstanding—130,132,356 shares at March 5, 2009



         Shares
of Class B common stock outstanding—23,708,639 shares at March 5, 2009



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NAME="bc78403_explanatory_note">


EXPLANATORY NOTE



        The Company is filing this Amendment No. 1 to its Annual Report on Form 10-K (the
"Form 10-K/A") to include separate audited financial statements of National CineMedia, LLC ("National CineMedia"), pursuant to Rule 3-09 of
Regulation S-X ("Rule 3-09"). The audited National CineMedia financial statements (the "National CineMedia Financial Statements") were not available at the time
of filing of the Company's Annual Report on Form 10-K (the "Form 10-K"). In accordance with Rule 3-09(b)(1), the National CineMedia Financial
Statements are being filed as an amendment to the Form 10-K within 90 days after the end of the Company's fiscal year.



        This
Form 10-K/A amends the Form 10-K solely by the addition of the National CineMedia Financial Statements to Part IV, Item 15. No
attempt has been made in this Form 10-K/A to update other disclosures presented in the Form 10-K and this Form 10-K/A does not reflect events
occurring after the filing of the Form 10-K or modify or update those disclosures, including the exhibits to the Form 10-K affected by subsequent events. The
following sections of the Form 10-K have been amended by this Form 10-K/A:





    Part IV—Item 15—Exhibits, Financial Statement Schedules



        This
Form 10-K/A has been signed as of a current date and all certifications of the Company's Chief Executive Officer and Chief Financial Officer are given as of a
current date. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Form 10-K for the
year ended January 1, 2009, including any amendments to those filings.









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NAME="bg78403_table_of_contents">

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REGAL ENTERTAINMENT GROUP




NAME="Part_IV">



NAME="fa78403_part_iv">
PART IV



NAME="Item_15.">



NAME="fa78403_item_15._exhibits,_financial_statement_schedules">
Item 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES




(a)
The
following documents are filed as a part of Amendment No. 1 to this report on Form 10-K:




(2)
Financial
Statement Schedules:


INDEX TO FINANCIAL STATEMENTS


























































 
 Page

NATIONAL CINEMEDIA, LLC

  
 

Report of Independent Registered Public Accounting Firm

 

4
 

Balance Sheets as of January 1, 2009 and December 27, 2007

 

5
 

Statements of Operations for the year ended January 1, 2009, the period February 13, 2007 through December 27,
2007, the period December 29, 2006 through February 12, 2007 and the year ended December 28, 2006

 

6
 

Statements of Members' Equity/(Deficit) for the year ended January 1, 2009, the period February 13, 2007 through
December 27, 2007, the period December 29, 2006 through February 12, 2007 and the year ended December 28, 2006

 

7
 

Statements of Cash Flows for the year ended January 1, 2009, the period February 13, 2007 through December 27,
2007, the period December 29, 2006 through February 12, 2007 and the year ended December 28, 2006

 

8
 

Notes to Financial Statements

 

10





    (3)
    Exhibits:
    The following exhibits are filed as part of Amendment No. 1 to this annual report on Form 10-K.















































Exhibit

Number
 Description
 23.1 Consent of Deloitte & Touche LLP, Independent Accountants

 

31.1

 

Rule 13a-14(a) Certification of Chief Executive Officer of Regal

 

31.2

 

Rule 13a-14(a) Certification of Chief Financial Officer of Regal

 

32

 

Section 1350 Certifications

 

99.1

 

Consent of National CineMedia, LLC




        The
financial statements of National CineMedia, LLC are filed under Item 15(c) below:




(b)
The
exhibits required to be filed herewith are listed above.


(c)
Financial
Statement Schedules: Financial Statement of National CineMedia, LLC.

3









NAME="page_fb78403_1_4">





































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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Members of

National CineMedia, LLC

Centennial, CO



        We
have audited the accompanying balance sheets of National CineMedia, LLC (the "Company") as of January 1, 2009 and December 27, 2007, and the related statements of
operations, members' equity (deficit), and cash flows for the year ended January 1, 2009, the period February 13, 2007 through December 27, 2007, the period December 29,
2006 through February 12, 2007, and for the year ended December 28, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.



        We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



        In
our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of January 1, 2009 and December 27, 2007, and
the results of its operations and its cash flows for the year ended January 1, 2009, the period February 13, 2007 through December 27, 2007, the period December 29, 2006
through February 12, 2007, and for the year ended December 28, 2006 in conformity with accounting principles generally accepted in the United States of America.



/s/
DELOITTE & TOUCHE LLP



Denver,
CO

March 5, 2009



4









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NAME="fc78403_national_cinemedia,_llc_balance_sheets_(in_millions)">

NATIONAL CINEMEDIA, LLC

BALANCE SHEETS

(In millions)

























































































































































































































































































































































































































































































 
 January 1, 2009  December 27, 2007  

ASSETS

       

CURRENT ASSETS:

       
 

Cash and cash equivalents

 $34.1 $7.5 
 

Receivables, net of allowance of $2.6 and $1.5 million, respectively

  92.0  91.6 
 

Prepaid expenses

  1.6  1.9 
 

Prepaid management fees to managing member

  0.5  0.5 
      
  

Total current assets

  128.2  101.5 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $27.0 and $17.3 million, respectively

  28.0  22.2 

INTANGIBLE ASSETS, net of accumulated amortization of $1.5 and $0 million, respectively

  111.8   

OTHER ASSETS:

       
 

Debt issuance costs, net

  11.1  13.0 
 

Investment in affiliate

    7.0 
 

Restricted cash

  0.3  0.3 
 

Other long-term assets

  0.5  0.2 
      
  

Total other assets

  11.9  20.5 
      

TOTAL

 $279.9 $144.2 
      

LIABILITIES AND MEMBERS' EQUITY/(DEFICIT)

       

CURRENT LIABILITIES:

       
 

Amounts due to founding members

  25.6  15.8 
 

Amounts due to managing member

  22.1  16.7 
 

Accrued expenses

  6.3  10.0 
 

Accrued payroll and related expenses

  5.7  7.2 
 

Accounts payable

  11.2  6.6 
 

Deferred revenue

  3.4  3.3 
      
  

Total current liabilities

  74.3  59.6 

OTHER LIABILITIES:

       
 

Borrowings

  799.0  784.0 
 

Interest rate swap agreements

  87.7  14.4 
 

Other long-term liabilities

  4.5   
      
  

Total other liabilities

  891.2  798.4 
      
  

Total liabilities

  965.5  858.0 
      

COMMITMENTS AND CONTINGENCIES (NOTE 10)

       

MEMBERS' EQUITY/(DEFICIT)

  

(685.6

)
 

(713.8

)
      

TOTAL

 $279.9 $144.2 
      



See
accompanying notes to financial statements.



5









NAME="page_fe78403_1_6">








































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NAME="fe78403_national_cinemedia,_llc_statem__nat02343">

NATIONAL CINEMEDIA, LLC

STATEMENTS OF OPERATIONS

(In millions)





















































































































































































































































































































































































































































































































































































































































 
 Year Ended

January 1,

2009
 Period

February 13,

2007 through

December 27,

2007
  
 Period

December 29,

2006 through

February 12,

2007
 Year Ended

December 28,

2006
 







REVENUE:

       





 
       
 

Advertising (including revenue from founding members of $43.3, $40.9, $0.0 and $0.0 million, respectively)

 $330.3 $282.7 





 
 $20.6 $188.2 
 







Administrative fees—founding members

     





 
  0.1  5.4 
 

Meetings and events

  38.9  25.4 





 
  2.9  25.4 
 








Other

  0.3  0.2 





 
    0.3 
      





 
     
  

Total

  369.5  308.3 





 
  23.6  219.3 
      






 
     







OPERATING EXPENSES:

       





 
       
 

Advertising operating costs

  18.7  9.1 





 
  1.1  9.2 
 







Meetings and events operating costs

  25.1  15.4 





 
  1.4  11.1 
 

Network costs

  17.0  13.3 





 
  1.7  14.7 
 







Theatre access fees/circuit share costs—founding members

  49.8  41.5 





 
  14.4  130.1 
 

Selling and marketing costs

  47.9  40.9 





 
  5.2  38.2 
 







Administrative costs

  14.5  10.0 





 
  2.8  16.4 
 

Administrative fee—managing member

  9.7  9.2 





 
     
 







Severance plan costs

  0.5  1.5 





 
  0.4  4.2 
 

Depreciation and amortization

  12.4  5.0 





 
  0.7  4.8 
 







Other costs

  1.3  0.9 





 
    0.6 
      






 
     
  

Total

  196.9  146.8 





 
  27.7  229.3 
      





 
     







OPERATING INCOME (LOSS)

  172.6  161.5 





 
  (4.1) (10.0)

Interest Expense, Net:

       





 
       
 







Borrowings

  51.8  48.0 





 
  0.1  0.6 
 

Change in derivative fair value

  14.2   





 
     
 







Interest income and other

  (0.2) (0.2)





 
    (0.1)
      





 
     
  

Total

  65.8  47.8 





 
  0.1  0.5 







Impairment and related loss

  11.5   





 
     
      





 
     

NET INCOME (LOSS)

 $95.3 $113.7 





 
 $(4.2)$(10.5)
      





 
     



See
accompanying notes to financial statements.



6









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NAME="fg78403_national_cinemedia,_llc_statem__nat02742">

NATIONAL CINEMEDIA, LLC

STATEMENTS OF MEMBERS' EQUITY/(DEFICIT)

(In millions)























































































































































































































































































































































 
 Total  

Balance—December 29, 2005

 $9.8 
    

Capital contribution from members

  0.9 

Contribution of severance plan payments

  4.2 

Distribution to members

  (0.9)

Net loss

  (10.5)
    

Balance—December 28, 2006

 $3.5 
    

Contribution of severance plan payments

  0.4 

Net loss

  (4.2)
    

Balance—February 12, 2007

 $(0.3)
    

 

 

Balance—February 13, 2007

 
$


(0.3

)

Contribution of severance plan payments

  1.5 

Capital contribution from managing member

  746.1 

Capital contribution from founding member

  11.2 

Distribution to managing member

  (53.3)

Distribution to founding members

  (1,521.6)

Reclassification of unit option plan

  2.3 

Comprehensive Income:

    
 

Unrealized (loss) on cash flow hedge

 $(14.4)
 

Net income

  113.7 
    
  

Total Comprehensive Income

 $99.3 
    

Share-based compensation expense

  1.0 
    

Balance—December 27, 2007

 $(713.8)
    

Contribution of severance plan payments

  0.5 

Capital contribution from managing member

  0.6 

Capital contribution from founding members

  4.7 

Distribution to managing member

  (55.5)

Distribution to founding members

  (75.5)

Units issued for purchase of intangible asset

  116.1 

Comprehensive Income:

    
 

Unrealized (loss) on cash flow hedge

 $(59.1)
 

Net income

  95.3 
    
  

Total Comprehensive Income

 $36.2 

Share-based compensation expense

  1.1 
    

Balance—January 1, 2009

 $(685.6)
    



See
accompanying notes to financial statements.



7









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NAME="fi78403_national_cinemedia,_llc_statem__nat02316">

NATIONAL CINEMEDIA, LLC

STATEMENTS OF CASH FLOWS

(In millions)









































































































































































































































































































































































































































































































































































































































































































































































































































































 
 Year Ended

January 1,

2009
 Period

February 13,

2007 through

December 27,

2007
  
 Period

December 29,

2006 through

February 12,

2007
 Year Ended

December 28,

2006
 







CASH FLOWS FROM OPERATING ACTIVITIES:

       





 
       
 

Net income(loss)

 $95.3 $113.7 





 
 $(4.2)$(10.5)
 







Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

       





 
       
  

Depreciation and amortization

  12.4  5.0 





 
  0.7  4.8 
  







Non-cash severance plan and share-based compensation

  1.5  2.5 





 
  0.7  6.1 
  

Non-cash impairment and related loss

  11.5   





 
     
  








Net realized and unrealized hedging transactions

  14.2   





 
     
  

Amortization of debt issuance costs and loss on repayment of debt

  1.9  1.7 





 
     
  








Changes in operating assets and liabilities:

       





 
       
   

Receivables—net

  (0.4) (40.3)





 
  12.6  (27.3)
   







Accounts payable and accrued expenses

  (0.7) 10.4 





 
  (4.4) 4.4 
   

Amounts due to founding members and managing member

  0.4  (51.1)





 
  (3.7) 33.4 
   







Payment of severance plan costs

     





 
    (3.5)
   

Other

  0.1  (1.3)





 
  0.5  0.9 
      





 
     
    







Net cash provided by operating activities

  136.2  40.6 






 
  2.2  8.3 
      





 
     

CASH FLOWS FROM INVESTING ACTIVITIES:

       





 
       
 








Purchases of property and equipment

  (16.6) (13.8)





 
  (0.5) (6.3)
 

Investment in restricted cash

    (0.3)





 
     
 







Investment in affiliate

    (7.0)





 
     
      





 
     
    

Net cash (used in) investing activities

  (16.6) (21.1)





 
  (0.5) (6.3)
      





 
     







CASH FLOWS FROM FINANCING ACTIVITIES:

       





 
       
 

Reimbursement (payment) of offering costs and fees

    4.7 





 
  (0.1) (4.0)
 







Proceeds from borrowings

  139.0  924.0 





 
  13.0  66.0 
 

Repayments of borrowings

  (124.0) (150.0)





 
  (13.0) (56.0)
 







Proceeds from managing member contributions

  0.6  746.1 





 
     
 

Proceeds from founding member contributions

  9.7  7.5 





 
    0.9 
 







Distribution to founding members and managing member

  (118.3) (1,538.0)





 
    (0.9)
 

Payment of debt issuance costs

    (14.6)





 
     
 







Proceeds of short-term borrowings from founding members

     





 
    3.0 
 

Repayments of short-term borrowings to founding members

     





 
    (4.3)
      





 
     
    








Net cash provided by (used in) financing activities

  (93.0) (20.3)





 
  (0.1) 4.7 
      





 
     

CHANGE IN CASH AND CASH EQUIVALENTS

  26.6  (0.8)






 
  1.6  6.7 







CASH AND CASH EQUIVALENTS:

       





 
       
  

Beginning of period

  7.5  8.3 





 
  6.7   
      





 
     
  







End of period

 $34.1 $7.5 






 
 $8.3 $6.7 
      





 
     




(Continued)




See accompanying notes to financial statements.



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NATIONAL CINEMEDIA, LLC



STATEMENTS OF CASH FLOWS (Continued)



(In millions)






















































































































































































































































 
 Year Ended

January 1,

2009
 Period

February 13,

2007 through

December 27,

2007
  
 Period

December 29,

2006 through

February 12,

2007
 Year Ended

December 28,

2006
 







Supplemental disclosure of non-cash financing and investing activity:

       





 
       
 

Contribution for severance plan payments

 $0.5 $1.5 





 
 $0.4 $4.2 
 







Increase in distributions payable to founding members and managing member

 $49.7 $37.0 





 
     
 

Contributions from members collected after period end

 $0.4 $3.7 





 
     
 







Integration payment from founding member collected after period end

 $1.2   





 
     
 

Purchase of an intangible asset with subsidiary equity

 $116.1   





 
     
 








Increase in property and equipment not requiring cash in the period

   $0.6 





 
   $0.3 
 

Increase in deferred offering costs

     





 
   $0.5 
 








Unit option plan reclassified to equity

   $2.3 





 
     

Supplemental disclosure of cash flow information:

       





 
       
 







Cash paid for interest

 $48.3 $44.0 





 
 $0.1 $0.4 




See accompanying notes to financial statements.



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NATIONAL CINEMEDIA, LLC

NOTES TO FINANCIAL STATEMENTS



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





        National CineMedia, LLC ("NCM LLC" or "the Company" commenced operations on April 1, 2005 and operates the largest
digital in-theatre network in North America, allowing NCM to distribute advertising, business meeting, and Fathom event services under long-term exhibitor services agreements
("ESAs") with American Multi-Cinema, Inc. ("AMC"), a wholly owned subsidiary of AMC Entertainment, Inc. ("AMCE"), Regal Cinemas, Inc., a wholly owned subsidiary of Regal
Entertainment Group ("Regal"), and Cinemark USA, Inc. ("Cinemark USA"), a wholly owned subsidiary of Cinemark Holdings, Inc. ("Cinemark"). AMC, Regal and Cinemark and their affiliates
are referred to in this document as "founding members". NCM LLC also provides such services to certain third-party theater circuits under multi-year network affiliate agreements,
which expire at various dates.



        NCM LLC
was formed through the combination of the operations of National Cinema Network, Inc. ("NCN"), a wholly owned subsidiary of AMCE, and Regal CineMedia Corporation
("RCM"), a wholly owned subsidiary of Regal. All assets contributed to and liabilities assumed by NCM LLC were recorded on NCM LLC's accounting records in the amounts as reflected on the
Members' historic accounting records, based on the application of accounting principles for the formation of a joint venture under Emerging Issues Task Force ("EITF") 98-4,
Accounting by a Joint Venture for Businesses Received
at its Formation
. Although legally structured as a limited liability company, NCM LLC was
considered a joint venture for accounting purposes given the joint control provisions of the operating agreement among the members, consistent with Accounting Principles Board ("APB") Opinion
No. 18,
The Equity Method of Accounting for Investments in Common Stock. Cinemark became a founding member on July 15, 2005.





        On February 13, 2007, National CineMedia, Inc. ("NCM, Inc." or "managing member"), a Company formed by
NCM LLC and incorporated in the State of Delaware with the sole purpose of becoming a member and sole manager of NCM LLC, closed its initial public offering ("IPO"). NCM, Inc.
used the net proceeds from its IPO to purchase a 44.8% interest in NCM LLC, paying NCM LLC $746.1 million, which included reimbursement to NCM LLC for expenses the Company
advanced related to the NCM, Inc. IPO and paying the founding members $78.5 million for a portion of the NCM LLC units owned by them. NCM LLC paid $686.3 million of
the funds received from NCM, Inc. to the founding members as consideration for their agreement to modify the then-existing ESAs. Proceeds received by NCM LLC from
NCM, Inc. of $59.8 million, together with $709.7 million net proceeds from NCM LLC's new senior secured credit facility (see Note 7), entered into concurrently with
the completion of NCM, Inc.'s IPO were used to redeem $769.5 million in NCM LLC preferred units held by the founding members. The preferred units were created immediately prior to
the NCM, Inc. IPO in a non-cash recapitalization of each membership unit into one common unit and one preferred unit. Immediately prior to this non-cash
recapitalization, the existing common units and employee unit options (see Note 8) were split on a 44,291-to-1 basis. All unit and per unit amounts in these financial
statements reflect the impact of this split.



        At
January 1, 2009, NCM LLC had 99,419,620 membership units outstanding, of which 42,109,966 (42.4%) were owned by NCM, Inc., 24,903,259 (25.0%) were owned by RCM,
18,414,743 (18.5%) were owned by AMC, and 13,991,652 (14.1%) were owned by Cinemark.



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NATIONAL CINEMEDIA, LLC



NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



        In
connection with the completion of the NCM, Inc.'s IPO, NCM, Inc. and the founding members entered into a third amended and restated limited liability company operating
agreement of NCM LLC ("LLC Operating Agreement"). Under the LLC Operating Agreement, NCM, Inc. became a member and the sole manager of NCM LLC. As the sole manager,
NCM, Inc. is able to control all of the day to day business affairs and decision-making of NCM LLC without the approval of any other member. NCM, Inc. cannot be removed as manager
of NCM LLC. NCM LLC entered into a management services agreement with NCM, Inc. pursuant to which NCM, Inc. agrees to provide certain specific management services to
NCM LLC, including those services typically provided by the individuals serving in the positions of president and chief executive officer, president of sales and chief marketing officer,
executive vice president and chief financial officer, executive vice president and chief technology and operations officer and executive vice president and general counsel. In exchange for the
services, NCM LLC reimburses NCM, Inc. for compensation and other expenses of the officers and for certain out-of-pocket costs (see Note 6). NCM LLC
also provides administrative
and support services to NCM, Inc. such as office facilities, equipment, supplies, payroll and accounting and financial reporting. The management services agreement also provides that
NCM LLC employees may participate in the NCM, Inc. equity incentive plan (see Note 8). NCM LLC will indemnify NCM Inc. for any losses arising from NCM Inc.'s
performance under the management services agreement, except that NCM Inc. will indemnify NCM LLC for any losses caused by NCM Inc.'s willful misconduct or gross negligence.



        Under
the amended and restated ESAs with the founding members, subject to limited exceptions, NCM LLC is the exclusive provider of advertising services to the founding members for
a 30-year term (with a five-year right of first refusal commencing one year before the end of the term) beginning February 13, 2007 and meetings and event services to
the founding members for an initial five-year term, with an automatic five-year renewal providing certain financial tests are met. In exchange for the right to provide these
services to the founding members, NCM LLC is required to pay to the founding members a theatre access fee which is a specified calculation based on the attendance at the founding member
theatres and the number of digital screens in founding member theatres. Prior to the NCM, Inc. IPO, NCM LLC paid to the founding members a percentage of NCM LLC's advertising
revenue as advertising circuit share. Upon the completion of the NCM, Inc. IPO, the founding members assigned to NCM LLC all "legacy contracts", which are generally contracts for
advertising sold by the founding members prior to the formation of NCM LLC but which were unfulfilled at the date of formation. In addition, the founding members made additional time available
for sale by NCM LLC, subject to a first right to purchase the time, if needed, by the founding members to fulfill advertising obligations with their in-theatre beverage
concessionaries. NCM, Inc. also entered into employment agreements with five executive officers to carry out obligations entered into pursuant to a management services agreement between
NCM, Inc. and NCM LLC.





        The Company has prepared its financial statements and related notes in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the Securities and Exchange Commission ("SEC").



        The
results of operations for the period ended December 27, 2007 are presented in two periods, reflecting operations prior to and subsequent to the NCM, Inc. IPO. The
period from December 29,



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NATIONAL CINEMEDIA, LLC



NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



2006
through February 12, 2007 is referred to as the "2007 pre-IPO period". The period from February 13, 2007 through December 27, 2007 is referred to as the "2007
post-IPO period". Separate periods have been presented because there were significant changes at the time of the NCM, Inc. IPO including modifications to the ESAs and related
expenses thereunder, and significant changes to revenue arrangements and contracts with the founding members. The financial statements for both the 2007 pre-IPO period and 2007
post-IPO period give effect to allocations of revenues and expenses made using relative percentages of founding member attendance or days in each period, discrete events and other methods
management considered a reasonable reflection of the results for such periods.



        The
Company has established various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation and
presentation of NCM LLC's financial statements. Certain accounting policies involve significant judgments, assumptions and estimates by management that have a material impact on the carrying
value of certain assets and liabilities, which management considers critical accounting policies. The judgments, assumptions and estimates used by management are based on historical experience,
knowledge of the accounts and other factors, which are believed to be reasonable under the circumstances and are evaluated on an ongoing basis. Because of the nature of the judgments and assumptions
made by management, actual results could differ from these judgments and estimates, which could have a material impact on the carrying values of assets and liabilities and the results of operations of
NCM LLC. As a result of the various related-party agreements discussed above and in Note 6, the operating results as presented are not necessarily indicative of the results that would
have occurred if all agreements were with non-related third parties.



        The
founding members received all of the proceeds NCM LLC received from the NCM, Inc. and the date of NCM, Inc.'s IPO and the related issuance of debt, except for
amounts needed to pay out-of-pocket costs of the financings and other expenses, and $10.0 million to repay outstanding amounts under NCM LLC's
then-existing revolving line of credit agreement. In conformity with accounting guidance of the SEC concerning monetary consideration paid to promoters, such as the founding members, in
exchange for property conveyed by the promoters, and because the founding members had no cost basis in the ESAs, all payments to the founding members with the proceeds of the managing member's IPO and
related debt, amounting to approximately $1.456 billion, have been accounted for as distributions, except for the payments to liquidate accounts payable to the founding members arising from the
ESAs.





        Accounting Period—The Company operates on a 52-week fiscal
year, with the fiscal year ending on the first Thursday after December 25, which, in certain years, results in a 53-week year, as was the case for fiscal year 2008.



        SIZE=2>Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include those related to the reserve for uncollectible accounts
receivable, deferred revenue, equity-based compensation and the valuation of investments in absence of market data. Actual results could differ from those estimates.



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NATIONAL CINEMEDIA, LLC



NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



        SIZE=2>Revenue Recognition—Advertising revenue and administrative fees from legacy contracts are recognized in the period in which an
advertising contract is fulfilled against the contracted theatre attendees. Advertising revenue is recorded net of make-good provisions to account for delivered attendance that is less
than contracted attendance. When remaining delivered attendance is provided in subsequent periods, that portion of the revenue earned is recognized in that period. Deferred revenue refers to the
unearned portion of advertising contracts. All deferred revenue is classified as a current liability. Meetings and events revenue is recognized in the period in which the event is held. Legacy
contracts are advertising contracts with the founding members prior to the formation of NCM LLC, which were not assigned to NCM LLC until the IPO was completed. Administrative fees
earned by the Company prior to the IPO for its services in fulfilling the legacy contracts were based on a percentage of legacy contract revenue (32% during 2006 and the 2007 pre-IPO
period).



        SIZE=2>Operating Costs—Advertising-related operating costs primarily include personnel and other costs related to advertising
fulfillment, and to a lesser degree, production costs of non-digital advertising, and payments due to unaffiliated theatres circuits under the network affiliate agreements.



        Meeting
and event operating costs include equipment rental, catering, movie tickets acquired primarily from the founding members, revenue share under the amended and restated ESAs and
other direct costs of the meeting or event.



        In
the 2007 pre-IPO period and prior periods, circuit share costs were fees payable to the founding members for the right to exhibit advertisements within the theatres, based
on a percentage of advertising revenue. In the 2007 post-IPO period and subsequent periods, under the amended and restated ESAs, a payment to the founding members of a theatre access fee,
in lieu of circuit share expense, comprised of a payment per theatre attendee and a payment per digital screen, both of which escalate over time, is reflected in expense.



        Network
costs include personnel, satellite bandwidth, repairs, and other costs of maintaining and operating the digital network and preparing advertising and other content for
transmission across the digital network. These costs relate primarily to the advertising business and to a lesser extent to the meetings and events business.



        SIZE=2>Leases—The Company leases various office facilities under operating leases with terms ranging from
month-to-month to 8 years. We calculate straight-line rent expense over the initial lease term and renewals that are reasonably assured.



        SIZE=2>Advertising Costs—Costs related to advertising and other promotional expenditures are expensed as incurred. Due to the nature
of our business, we have an insignificant amount of advertising costs included in selling and marketing costs on the statement of operations.



        SIZE=2>Cash and Cash Equivalents—All highly liquid debt instruments and investments purchased with an original maturity of three
months or less are classified as cash equivalents. Periodically these are cash balances in a bank in excess of the federally insured limits or in the form of a money market demand account with a major
financial institution.



        SIZE=2>Restricted Cash—At January 1, 2009 and December 27, 2007, other non-current assets included
restricted cash of $0.3, which secures a letter of credit used as a lease deposit on NCM LLC's New York office.



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NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



        SIZE=2>Receivables—Trade accounts receivable are uncollateralized and represent a large number of geographically dispersed debtors.
Refer to Note 2. Bad debts are provided for using the allowance for doubtful accounts method based on historical experience and management's evaluation of outstanding receivables at the end of
the period. Receivables are written off when management determines amounts are uncollectible. Estimating the amount of allowance for doubtful accounts requires significant judgment and the use of
estimates related to the amount and timing of estimated losses based on historical loss experience, consideration of current economic trends and conditions and debtor-specific factors, all of which
may be susceptible to significant changes. To the extent actual outcomes differ from management estimates, additional provision for bad debt could be required that could adversely affect earnings or
financial position in future periods.



        SIZE=2>Long-lived Assets—Property and equipment is stated at cost, net of accumulated depreciation or amortization. Refer
to Note 3. Major renewals and improvements are capitalized, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are expensed currently.
In general, the equipment associated with the digital network that is located within the theatre is owned by the founding members, while equipment outside the theatre is owned by the Company. The
Company records depreciation and amortization using the straight-line method over the following estimated useful lives:


























Equipment 4-10 years
Computer hardware and software 3-5 years
Leasehold improvements Lesser of lease term or asset life




        We
account for the costs of software and web site development costs developed or obtained for internal use in accordance with American Institute of Certified Public Accountants Statement
of Position ("SOP") 98-1,
Accounting for the Costs of Computer Software Developed or Obtained for Internal Use and
EITF 00-2,
Accounting for Web Site Development Costs. The SOP and EITF requires the capitalization of certain costs incurred in
developing or obtaining software for internal use. The majority of our software costs and web site development costs, which are included in equipment, are depreciated over three to five years. As of
January 1, 2009 and December 27, 2007, we had a net book value of $11.8 million and $9.3 million, respectively, of capitalized software and web site development costs. We
recorded approximately $4.9 million, $2.8 million, $0.3 million and $1.9 million for the year ended January 1, 2009, the 2007 post-IPO period, 2007
pre-IPO period and the year ended December 28, 2006, respectively, in depreciation expense.



        Construction
in progress includes costs relating to installations of our equipment into affiliate theatres. Assets under construction are not depreciated until placed into service.




        Intangible
assets consist of contractual rights and are stated at cost, net of accumulated amortization. Refer to Note 4. The Company records amortization using the
straight-line method over the estimated useful life of the intangibles.



        We
assess impairment of long-lived assets pursuant with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets
annually. This includes determining if certain triggering events have occurred that could affect the value of an asset. Thus far, none of the above triggering events has
resulted in any material impairment charges.



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NATIONAL CINEMEDIA, LLC



NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



        SIZE=2>Amounts Due to/from Founding Members—In the 2007 pre-IPO period and prior periods, amounts due to/from founding
members included circuit share costs and cost reimbursements, net of the administrative fees earned on Legacy contracts. Amounts due to/from founding members in the 2007 post-IPO period
and subsequent periods include amounts due for the theatre access fee, offset by a receivable for advertising time purchased by the founding members, as well as revenue share earned for meetings and
events plus any amounts outstanding under
other contractually obligated payments. Payments to or received from the founding members against outstanding balances are made monthly.



        SIZE=2>Amounts Due to/from Managing Member—In 2008 and the 2007 post-IPO period, amounts due to/from managing member
include amounts due under the LLC Operating Agreement and other contractually obligated payments. Payments to or received from the managing member against outstanding balances are made
periodically.



        SIZE=2>Assets and Liabilities Measured at Fair Value on a Recurring Basis—The fair values of the Company's assets and liabilities
measured on a recurring basis pursuant to SFAS No. 157,
Fair Value Measurements, which the Company adopted December 28, 2007, is as
follows (in millions):





































































































































 
  
 Fair Value Measurements at

Reporting Date Using
 
 
 At

January 1,

2009
 Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)
 Significant

Other

Observable

Inputs

(Level 2)
 Significant

Unobservable

Inputs

(Level 3)
 

ASSETS:

             
 

Investment in Affiliate(1)

         
          

LIABILITIES:

             
 

Interest Rate Swap Agreements(2)

 $87.7   $87.7   
          










(1)
During
2007, NCM LLC invested $7.0 million of cash in 6% convertible preferred stock and related option on the common stock of
IdeaCast, Inc. ("IdeaCast"), a start-up company that operates an advertising network in fitness centers and health clubs throughout the United States. The preferred stock is
accounted for as an investment in debt securities per SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, due to the
provisions in the agreement, which give the Company a mandatory redemption right five years after the date of investment. The securities are not held for trading purposes and are therefore by default
classified as available-for-sale even though it is not the Company's intent to sell these securities. There are no marketplace indicators of value that management can use to
determine the fair value of the investment. Until the fourth quarter of 2008, the Company based its recurring estimated fair value of the investment in IdeaCast on a discounted cash flow model that
probability weights IdeaCast's potential future cash flows under various scenarios and management's judgment, which is based in part on communications with IdeaCast and their lender. During the fourth
quarter of 2008, the Company recorded a full impairment to the value of the investment and the carrying value was adjusted to zero due to IdeaCast's defaults on its senior debt during the fourth
quarter of 2008 and resulting illiquidity. The Company determined the impairment was other-than-temporary and the unrealized loss was reported as an impairment loss in the
statement of operations since the fair

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NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





    value
    was determined to be significantly below cost and recoverability was deemed unlikely. The key factors identified by management in making these assessments and determining the amounts were events
    of default on IdeaCast's convertible debt that emerged after the fourth quarter 2008 IdeaCast operating results were analyzed and after IdeaCast failed to make a scheduled debt service payment and
    ongoing discussions with the convertible debt lender. Refer to Note 10 for additional details.































































































 
 Fair Value Measurements

Using Significant

Unobservable Inputs

(Level 3)

(in millions)
 
Investment in Affiliate



 Year Ended

January 1, 2009
 

Beginning Balance

 $7.0 
 

Total gains or losses (realized/unrealized)

    
  

Included in earnings

  (7.0)
  

Included in other comprehensive income

   
 

Purchases, sales, issuances, and settlements, net

   
 

Transfers in and/or out of Level 3

   
    

Ending Balance

   
    




(2)
In
February 2007, NCM LLC has entered into interest rate swap agreements with four counterparties, which qualified for and were designated as a cash
flow hedge against interest rate exposure on $550.0 million of the variable rate debt obligations under the senior secured credit facility in accordance with SFAS No. 133,
Accounting for Derivative Instruments and
Hedging Activities,
as amended by SFAS No. 138. The interest rate swap agreements have the effect of
converting a portion of the Company's variable rate debt to a fixed rate of 6.734%.



        On
September 15, 2008, Lehman Brothers Holdings Inc. ("Lehman") filed for protection under Chapter 11 of the federal Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York. Lehman Brothers Special Financing ("LBSF"), a subsidiary of Lehman, is the counterparty to a notional amount of $137.5 million of NCM LLC's
interest rate swaps, and Lehman is a guarantor of LBSF's obligations under such swap. NCM LLC notified LBSF on September 18, 2008 that, as a result of the bankruptcy of Lehman, an event
of default had occurred under the swap with respect to which LBSF was the defaulting party. As a result, as permitted under the terms of NCM LLC's swap agreement with LBSF, the Company withheld
interest rate swap payments of $1.5 million that were due
to LBSF. As of January 1, 2009 the interest rate swap agreement had not been terminated. On October 3, 2008, LBSF also filed for Chapter 11 protection, which constituted another
default by LBSF under the swap. To the Company's knowledge, LBSF has neither communicated its intent, nor has it taken any action in bankruptcy court to assume or reject its swap agreement with
NCM LLC. In addition, while the bankruptcy court has authorized LBSF to assign certain of its hedges that have not been terminated under certain circumstances, we have not received any notice
that Lehman has assigned, or has entered into any negotiations to assign its swap agreement with NCM LLC. As of January 1, 2009, NCM LLC's interest rate swaps liability was
$87.7 million, of which $21.9 million is related to the LBSF swap.



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NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



        Both
at inception and on an on-going basis the Company performs an effectiveness test using the hypothetical derivative method. The fair values of the interest rate swaps
with the counterparties other than LBSF (representing notional amounts of $412.5 million associated with a like amount of the variable rate debt) are recorded on the Company's balance sheet as
a liability with the change in fair value recorded in other comprehensive income since the instruments other than LBSF were determined to be perfectly effective at January 1, 2007 and
December 27, 2007. There were no amounts reclassified into current earnings due to ineffectiveness during the periods presented other than as described below.



        The
Company performed an effectiveness test for the swaps with LBSF as of September 14, 2008, the day immediately prior to the default date, and determined they were effective on
that date. As a result, the fair values of the interest rate swap on that date was recorded as a liability with an offsetting amount recorded in other comprehensive income. Cash flow hedge accounting
was discontinued on September 15, 2008 due to the event of default and the inability of the Company to continue to demonstrate the swap would be effective. The Company continues to record the
interest rate swap with LBSF at fair value with any change in the fair value recorded in the statement of operations. During the period from September 15, 2008 to January 1, 2009, there
was a $13.8 million increase in the fair value of the liability and the Company recorded an offsetting debit to interest expense. In accordance with SFAS No. 133, the net derivative loss
as of September 14, 2008 related to the discontinued cash flow hedge with LBSF shall continue to be reported in accumulated other comprehensive income unless it is probable that the forecasted
transaction will not occur by the end of the originally specified time period. Accordingly, the net derivative loss will be amortized to interest expense over the remaining term of the interest rate
swap through February 13, 2015. The amount amortized during the year ended January 1, 2009 was $0.4 million. The Company estimates approximately $1.3 million will be
amortized to interest expense in the next 12 months.



        The
fair value of the Company's interest rate swap is based on dealer quotes, and represents an estimate of the amount the Company would receive or pay to terminate the agreements taking
into consideration various factors, including current interest rates and the forward yield curve for 3-month LIBOR.




        SIZE=2>Accumulated Other Comprehensive Income/Loss—Accumulated other comprehensive income/loss is composed of the following (in
millions):

























































































 
 Hedging

Transactions
 

Balance—February 13, 2007

 $ 
 

Change in fair value

  (14.4)
    

Balance—December 27, 2007

  (14.4)
    
 

Change in fair value

  (59.5)
 

Reclassifications into earnings

  0.4 
    

Balance—January 1, 2009

 $(73.5)
    




        SIZE=2>Debt Issuance Costs—In relation to the issuance of long-term debt discussed in Note 7, we have a balance of
$11.1 million and $13.0 million in deferred financing costs as of January 1, 2009 and December 27, 2007, respectively. These debt issuance costs are being amortized over
the terms of the



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NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



underlying
obligation and are included in interest expense. For the year ended January 1, 2009, 2007 post-IPO period, 2007 pre-IPO period and the year ended
December 28, 2006 we amortized $1.9 million, $1.6 million, $0.0 million and $0.0 million of debt issuance costs, respectively.




        SIZE=2>Other Long-Terms Assets and Liabilities—On April 29, 2008, NCM LLC, IdeaCast, the IdeaCast lender
and certain of its stockholders agreed to a financial restructuring of IdeaCast. Among other things, the restructuring resulted in the reduction of the price at which the preferred stock held by
NCM LLC can be converted into common stock; the lender being granted an option to "put," or require NCM LLC to purchase, up to $10 million of the funded convertible debt at par,
on or after December 31, 2010 through March 31, 2011; NCM LLC being granted an option to "call," or require the lender to sell to NCM LLC up to $10 million of funded
convertible debt at par, at any time before the put is exercised in whole; and an amendment to the preexisting option to acquire additional IdeaCast common stock. The put is accounted for under FIN
No. 45 (as amended),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.
Refer to Note 10 for additional details. The estimated fair value of the call of $2.4 million was recorded to other long-term assets and the estimated fair value of the put
of $2.4 million was recorded in other long-term liabilities during the second quarter of 2008. The Company based its estimated fair value of the call and put on a discounted cash
flow model that probability weights IdeaCast's business potential future cash flows under various scenarios,
including the likelihood of the call, put or option being executed and management's judgment, which is based in part on communications with IdeaCast and their lender. During the fourth quarter of
2008, the Company recorded an impairment to the value of the call and the carrying value was adjusted to zero since the Company determined that the put was probable. The Company determined the
impairment was other-then-temporary and the unrealized loss was reported as a non-operating loss in the statement of operations since the fair value was determined
to be significantly below cost and the realizable value is not equal to or greater than the carrying value.



        SIZE=2>Fair Value of Financial Instruments—The carrying amounts of cash and cash equivalents, accounts payable, accrued expenses and
the revolving credit facility as reported in the Company's balance sheets approximate their fair values due to their short maturity or floating rate terms, as applicable. The carrying amounts and fair
value of interest rate swap agreements are the same since the Company accounts for these instruments at fair value. As the Company's term loan does not have an active market, the Company has estimated
the fair value of the term loan to be $514.8 million based on our analysis of current credit market conditions. The carrying value of the term loan was $725.00 million as of
January 1, 2009.



        SIZE=2>Share-Based Compensation—Stock-based employee compensation is accounted for at fair value under SFAS No. 123(R), Share-Based Payment. The Company
adopted SFAS No. 123(R) on December 30, 2005 prospectively for new equity based grants, as there were no
equity based grants prior to the date of adoption. The determination of fair value of options requires that management make complex estimates and judgments. The Company utilizes the Black-Scholes
option price model to estimate the fair value of the options, which model requires estimates of various factors used, including expected life of options, risk free interest rate, expected volatility
and dividend yield. Refer to Note 8.



        SIZE=2>Income Taxes—As a limited liability company, NCM LLC's taxable income or loss is allocated to the founding members and
managing member and, therefore, no provision or liability for income taxes is included in the financial statements.



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NOTES TO FINANCIAL STATEMENTS (Continued)



1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





        In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities
. The new standard changes the manner of presentation and related disclosures of the fair values of derivative instruments and their gains and losses. It also
provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk related. SFAS No. 161 is effective for fiscal years beginning after
November 15, 2008. The Company is evaluating the impact of SFAS No. 161 on its financial statements.



        In
April 2008, the FASB issued FASB Staff Position ("FSP") No. FAS 142-3,
Determination of the Useful Life of Intangible
Assets
, which improves the consistency of the useful life of a recognized intangible asset among various pronouncements. FSP SFAS No. 142-3 is effective for
fiscal years beginning after December 15, 2008. The Company is evaluating the impact of FSP SFAS No. 142-3 on its financial statements.




        In
June 2008, the FASB issued FSP No. EITF 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities
, which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to
be included in the earnings allocation in computing earnings per share under the two-class method. FSP No. EITF 03-6-1 is effective for fiscal years
beginning after December 15, 2008. The Company is evaluating the impact of FSP No. EITF 03-6-1 on its financial statements.




        The
Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial
statements.



2. RECEIVABLES (in millions)


















































































 
 As of

January 1, 2009
 As of

December 27, 2007
 

Trade accounts

 $91.3 $92.2 

Other

  3.3  0.9 

Less allowance for doubtful accounts

  (2.6) (1.5)
      
 

Total

 $92.0 $91.6 
      




        At
January 1, 2009 , there was one client and one advertising agency group through which the Company sources national advertising revenue representing approximately 10% and 20%,
respectively, of the Company's outstanding gross receivable balance; however, none of the individual contracts related to the advertising agency were more than 10% of advertising revenue. At
December 27, 2007, there was one individual account representing approximately 15% of the Company's gross receivable



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NOTES TO FINANCIAL STATEMENTS (Continued)



2. RECEIVABLES (in millions) (Continued)






balance.
The collectability risk is reduced by dealing with large, nationwide firms who have strong reputations in the advertising industry and stable financial conditions.

































































































































































 
 Year Ended

January 1,

2009
 Period

February 13,

2007 through

December 27,

2007
  
 Period

December 29,

2006 through

February 12,

2007
 Year Ended

December 28,

2006
 







ALLOWANCE FOR DOUBTFUL ACCOUNTS:

       





 
       
 

Balance at beginning of period

 $1.5 $1.1 





 
 $1.1 $0.5 
 








Provision for bad debt

  2.3  1.0 





 
  0.1  0.8 
 

Write-offs, net

  (1.2) (0.6)





 
  (0.1) (0.2)
      






 
     
 







Balance at end of period

 $2.6 $1.5 





 
 $1.1 $1.1 
      





 
     




3. PROPERTY AND EQUIPMENT (in millions)














































































































 
 As of

January 1, 2009
 As of

December 27, 2007
 

Equipment

 $53.3 $37.3 

Leasehold Improvements

  1.4  1.4 

Less accumulated depreciation

  (27.0) (17.3)
      

Subtotal

  27.7  21.4 

Construction in Progress

  0.3  0.8 
      
 

Total property and equipment

 $28.0 $22.2 
      




        For
the year ended January 1, 2009, 2007 post-IPO period, 2007 pre-IPO period and the year ended December 28, 2006 we recorded depreciation of
$10.2 million, $4.8 million, $0.6 million and $4.0 million, respectively.



4. INTANGIBLE ASSETS




        During 2008, NCM LLC issued 2,544,949 common membership units to its founding members in connection with its rights of exclusive access to net new theatres and attendees added by
the founding members to NCM LLC's network and 2,913,754 common membership units to Regal in connection with the closing of its acquisition of Consolidated Theatres. The Company recorded an
intangible asset of $116.1 million representing the contractual rights. The Company based the fair value of the intangibles on the fair value of the common membership units issued. The number
of units issued to Regal assumed that NCM LLC would have immediate access to the Consolidated Theatres for sales of advertising. However, Consolidated Theatres has a pre-existing
advertising agreement. Accordingly, Regal makes cash integration payments to NCM LLC which will continue through January 2011 to account for the lack of access, which are recorded as a
reduction of the intangible asset. As of January 1, 2009, $2.8 million has been applied to the intangible asset.



        Pursuant
to SFAS No. 142,
Goodwill and Other Intangible Assets, the intangible asset has a finite useful life and the Company began
to amortize the asset related to the common membership units in 2008 over the remaining useful life corresponding with the ESAs. Amortization of the asset related to



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4. INTANGIBLE ASSETS (Continued)






Consolidated
Theatres will not begin until after January 2011 since the Company will not have access to on-screen advertising in the Consolidated Theatres until the run-out of
their existing on-screen advertising agreement. The weighted-average amortization period is 29 years.


































































































 
 As of

January 1, 2009
 As of

December 27, 2007
 
 
 (in millions)
 

Beginning balance

 $ $ 

Purchase of intangible asset subject to amortization

  116.1   

Less integration payments

  (2.8)  

Less accumulated amortization

  (1.5)  
      
 

Total intangible assets

 $111.8 $ 
      




        For
the year ended January 1, 2009 we recorded amortization of $1.5 million. No amount of amortization was recorded prior to the current year as there were no intangible
assets,



        The
estimated aggregate amortization expense for each of the five succeeding years is as follows (in millions):
















































2009

 $2.0 

2010

  2.0 

2011

  3.9 

2012

  3.9 

2013

  3.9 




5. ACCRUED EXPENSES (in millions)




























































































 
 As of

January 1, 2009
 As of

December 27, 2007
 

Make-good Reserve

 $1.3 $4.0 

Accrued Interest

  4.0  2.3 

Accrued beverage concessionaire unit cost

  0.1  2.4 

Other accrued expenses

  0.9  1.3 
      
 

Total accrued expenses

 $6.3 $10.0 
      



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NOTES TO FINANCIAL STATEMENTS (Continued)



6. RELATED-PARTY TRANSACTIONS





        Pursuant to the ESAs, the Company makes monthly theatre access fee payments to the founding members, comprised of a payment per theatre
attendee and a payment per digital screen of the founding member theatres. Also, the founding members can purchase advertising time for the display of up to 90 seconds of on-screen
advertising under their beverage concessionaire agreements at a specified 30 second equivalent cost per thousand ("CPM") impressions. The total theatre access fee to the founding members for the year
ended January 1, 2009 and the 2007 post-IPO period is $49.8 million and $41.5 million, respectively. The total revenue related to the beverage concessionaire
agreements for the year ended January 1, 2009 and the 2007 post-IPO period is $43.3 million and $40.9 million, respectively. In addition, the Company makes payments to
the founding members for use of their screens and theatres for its meetings and events business. These payments are at rates (percentage of event revenue) included in the ESAs based on the nature of
the event. Payments to the founding members for these events totaled $6.0 million and $3.8 million for the year ended January 1, 2009 and the 2007 post-IPO period,
respectively.



        Also,
pursuant to the terms of the LLC Operating Agreement in place since the close of the IPO, NCM LLC is required to make mandatory distributions to its members of
available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis. The available cash distribution to the members of NCM LLC for the year ended January 1, 2009
and the 2007 post-IPO period was $131.0 million and $119.1 million, respectively. At January 1, 2009, $28.7 million was included in the due to/from founding
members.



        Amounts
due to/from founding members at January 1, 2009 were comprised of the following (in millions):




























































































































 
 AMC  Cinemark  Regal  Total  

Theatre access fees, net of beverage revenues

 $(0.1)$ $0.7 $0.6 

Cost and other reimbursement

  (1.1) (0.5) (0.6) (2.2)

Distributions payable, net

  8.9  7.0  11.3  27.2 
          
 

Total

 $7.7 $6.5 $11.4 $25.6 
          




        Amounts
due to/from founding members at December 27, 2007 were comprised of the following (in millions):




























































































































 
 AMC  Cinemark  Regal  Total  

Theatre access fees, net of beverage revenues

 $(0.2)$0.1 $0.2 $0.1 

Cost and other reimbursement

  (0.4) (0.2) (0.5) (1.1)

Distributions payable, net

  3.2  5.2  8.4  16.8 
          
 

Total

 $2.6 $5.1 $8.1 $15.8 
          




        On
January 26, 2006, AMC acquired the Loews Cineplex Entertainment Inc. ("AMC Loews") theatre circuit. The Loews screen integration agreement, effective as of
January 5, 2007 and amended and restated as of February 13, 2007, between NCM LLC and AMC, commits AMC to cause substantially all of the theatres it acquired from Loews to be
included in the NCM digital network in



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NOTES TO FINANCIAL STATEMENTS (Continued)



6. RELATED-PARTY TRANSACTIONS (Continued)



accordance
with the ESAs on June 1, 2008. In accordance with the Loews screen integration agreement, prior to June 1, 2008 AMC paid the Company amounts based on an
agreed-upon calculation to reflect cash amounts that approximated what NCM LLC would have generated if the Company sold on-screen advertising in the Loews theatre chain
on an exclusive basis. These AMC Loews payments were made on a quarterly basis in arrears through May 31, 2008, with the exception of Star Theatres, which will be paid through March 2009 in
accordance with certain run-out provisions. For the year ended January 1, 2009 and the 2007 post-IPO period, the AMC Loews payment was $4.7 million (including
Star Theatres) and $11.2 million, respectively. At January 1, 2009, $0.4 million was included in the due to/from founding members. The AMC Loews payment was recorded directly to
NCM LLC's members' equity account.



        On
April 30, 2008, Regal acquired Consolidated Theatres. Regal must make payments pursuant to the ESAs on a quarterly basis in arrears through January 2011 in accordance with
certain run-out provisions. For the year ended January 1, 2009, the Consolidated Theatres payment was $2.8 million, of which $1.2 million was included in the due
to/from founding members. The Consolidated Theatres payment was recorded as a reduction of the intangible asset that was created in connection with the common membership units issued to Regal upon the
closing of its acquisition of Consolidated Theatres (see Note 4).





        At the formation of NCM LLC and upon the admission of Cinemark as a founding member, circuit share arrangements and
administrative services fee arrangements were in place with each founding member. Circuit share cost and administrative fee revenue by founding member were as follows (in millions):


































































































































 
 Pre-IPO Period

December 29, 2006 through

February 12, 2007
 Year Ended

December 28, 2006
 
 
 Circuit

Share Cost
 Administrative

Fee Revenue
 Circuit

Share Cost
 Administrative

Fee Revenue
 

AMC

 $4.1 $ $38.6 $0.2 

Cinemark

  3.7  0.1  29.7  0.4 

Regal

  6.6    61.8  4.8 
          

Total

 $14.4 $0.1 $130.1 $5.4 
          




        NCM LLC's
administrative services fee was earned at a rate of 32% of the $16.8 million of legacy contract value for the year ended December 28, 2006. At the closing
of the IPO, the founding members entered into amended and restated ESAs, which, among other things, amended the circuit share structure in favor of the theatre access fee structure and assigned all
remaining legacy contracts to NCM LLC.



        Pursuant
to the agreements entered into at the completion of the IPO, amounts owed to the founding members through the date of the IPO of $50.8 million were paid by NCM LLC
on March 15, 2007.



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NOTES TO FINANCIAL STATEMENTS (Continued)



6. RELATED-PARTY TRANSACTIONS (Continued)





        During the year ended January 1, 2009, the 2007 post-IPO period, the 2007 pre-IPO period and the year
ended December 28, 2006, AMC, Cinemark and Regal purchased $2.3 million, $1.4 million, $0.1 million and $2.1 million, respectively, of NCM LLC's advertising
inventory for their own use. The value of such purchases are calculated by reference to NCM LLC's advertising rate card and is included in advertising revenue with a percentage of such amounts
returned by NCM LLC to the founding members as advertising circuit share during the 2007 pre-IPO period and the year ended December 28, 2006.



        Included
in meetings and events operating costs is $1.8 million, $3.3 million, $0.2 million and $4.1 million for the year ended January 1, 2009, the
2007 post-IPO period, the 2007 pre-IPO period and the year December 28, 2006, respectively, related to purchases of movie tickets and concession products from the
founding members primarily for resale to NCM LLC's customers.





        NCM LLC and IdeaCast entered into a shared services agreement, which allows for cross-marketing and certain services to be
provided between the companies at rates, which will be determined on an arms length basis. The services provided by or to IdeaCast for the year ended January 1, 2009 and the 2007
post-IPO period were not material to NCM.





        During the year ended January 1, 2009, the 2007 post-IPO period, the 2007 pre-IPO period and the year
ended December 28, 2006, severance expense and the related capital contribution recognized for amounts under the Regal Unit Option Plan were $0.5 million, $1.5 million,
$0.4 million and $4.2 million, respectively. Since this severance plan provides for payments over future periods that are contingent upon continued employment with the Company, the cost
of the severance plan is being recorded as an expense over the remaining required service periods. As the payments under the plan are being funded by Regal, Regal is credited with a capital
contribution at NCM LLC equal to this severance plan expense. The Company records the expense as a separate line item in the statements of operations. The amount recorded is not allocated to
advertising operating costs, network costs, selling and marketing costs and administrative costs
because the recorded expense is associated with the past performance of Regal's common stock market value rather than current period performance.





        Pursuant to the LLC Operating Agreement, as the sole manager of NCM LLC, NCM, Inc. provides certain specific
management services to NCM LLC, including those services of the positions of president and chief executive officer, president of sales and chief marketing officer, executive vice president and
chief financial officer, executive vice president and chief technology and operations officer and executive vice president and general counsel. In exchange for the services, NCM LLC reimburses
NCM, Inc. for compensation and other expenses of the officers and for certain out-of-pocket costs. During the year ended January 1, 2009 and the 2007
post-IPO period, NCM LLC paid NCM, Inc. $9.7 million and $9.2 million, respectively, for these services and expenses. The payments for estimated management
services related to employment are made one month in advance.



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NOTES TO FINANCIAL STATEMENTS (Continued)




6. RELATED-PARTY TRANSACTIONS (Continued)



At
January 1, 2009 and December 27, 2007, $0.5 million and $0.5 million, respectively, has been paid in advance and is reflected as prepaid management fees to managing
member in the accompanying financial statements. NCM LLC also provides administrative and support services to NCM, Inc. such as office facilities, equipment, supplies, payroll and
accounting and financial reporting at no charge. Based on the limited activities of NCM, Inc. as a standalone entity, the Company does not believe such unreimbursed costs are significant. The
management services agreement also provides that NCM LLC employees may participate in the NCM, Inc. equity incentive plan (see Note 8).




        Also,
pursuant to the terms of the NCM LLC Operating Agreement in place since the close of the NCM, Inc. IPO, the Company is required to made mandatory distributions to the
members of available cash, as defined in the NCM LLC Operating Agreement, on a quarterly basis. The available cash distribution to NCM, Inc. for the year ended January 1, 2009 and
the 2007 post-IPO period is $55.5 million and $53.3 million, respectively. At January 1, 2009, $21.0 million is included in the due to/from managing member.




        Amounts
due to/from managing member were comprised of the following (in millions):








































































 
 January 1,

2009
 December 27,

2007
 

Distributions payable

 $21.0 $16.6 

Cost and other reimbursement

  1.2  0.1 
      
 

Total

 $22.1 $16.7 
      




7. BORROWINGS




        
Revolving Credit Agreement—On March 22, 2006, NCM LLC entered into a bank-funded
$20.0 million Revolving Credit Agreement, of which $2.0 million could have been utilized in support of letters of credit. The revolving credit agreement was collateralized by trade
receivables, and borrowings under the revolving credit agreement were limited to 85% of eligible trade receivables, as defined. The revolving credit agreement bore interest, at NCM LLC's
option, at either an adjusted Eurodollar rate or the base rate plus, in each case, an applicable margin. Outstanding borrowings at December 28, 2006, were $10.0 million. The revolving
credit agreement was repaid and cancelled on February 13, 2007.



        SIZE=2>Senior Secured Credit Facility—On February 13, 2007, concurrently with the closing of the IPO of NCM, Inc.,
NCM LLC entered into a senior secured credit facility with a group of lenders. The facility consists of a six-year $80.0 million revolving credit facility and an
eight-year, $725.0 million term loan facility. The revolving credit facility portion is available, subject to certain conditions, for general corporate purposes of the Company in
the ordinary course of business and for other transactions permitted under the credit agreement, and a portion is available for letters of credit. The obligations under the credit facility are secured
by a lien on substantially all of the assets of NCM LLC.



        The
outstanding balance of the term loan facility at January 1, 2009 was $725.0 million. The outstanding balance under the revolving credit facility at January 1,
2009 was $74.0 million. As of January 1, 2009, the effective rate on the term loan was 6.01% including the effect of the interest rate swaps (both those accounted for as hedges and those
not). The interest rate swaps hedged $550.0 million of the $725.0 million term loan at a fixed interest rate of 6.734% while the unhedged



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NOTES TO FINANCIAL STATEMENTS (Continued)




7. BORROWINGS (Continued)



portion
was at an interest rate of 3.75%. The weighted-average interest rate on the unhedged revolver was 3.19%. Commencing with the fourth fiscal quarter in fiscal year 2008, the applicable margin
for the revolving credit facility will be determined quarterly and will be subject to adjustment based upon a consolidated net senior secured leverage ratio for NCM LLC and its subsidiaries
(defined in the NCM LLC credit agreement as the ratio of secured funded debt less unrestricted cash and cash equivalents, over Adjusted EBITDA, as defined in the credit agreement). The senior
secured credit facility also contains a number of covenants and financial ratio requirements, with which the Company was in compliance at January 1, 2009, including the consolidated net senior
secured leverage ratio. As of January 1, 2009, our consolidated net senior secured leverage ratio was 3.9 times the covenant. amount of debt that is required to be hedged. The debt covenants
require 50% of the term loan, or $362.5 million to be hedged at a fixed rate. As of January 1, 2009, the Company had approximately 76% hedged (57% without considering the LBSF portion of
the hedge). Of the $550.0 million that is hedged, $137.5 million is with LBSF and is still in effect. However, the Company has notified LBSF of an event of default. While not required to
be in compliance with its debt covenants, the Company is evaluating whether to seek a replacement hedge for the LBSF portion. In addition, while the bankruptcy court has authorized LBSF to assign
certain of its hedges that have not been terminated under certain circumstances, the Company has not received any notice that Lehman has assigned, or has entered into any negotiations to assign, its
swap agreement with NCM LLC. See Note 1 for an additional discussion of the interest rate swaps.



        On
September 15, 2008, Lehman filed for protection under Chapter 11 of the federal Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New
York. NCM LLC has an aggregate revolving credit facility commitment of $80.0 million with a consortium of banks, including $20.0 million with Lehman Commercial Paper Inc.
("LCPI"), a subsidiary of Lehman. As of January 1, 2009, NCM LLC borrowed $14.0 million from LCPI under the revolving credit facility. LCPI failed to fund its undrawn commitment
of $6.0 million. NCM LLC does not anticipate LCPI to fulfill its funding commitment; however, the Company's cash flows have not been adversely impacted. Until the LCPI issues are
resolved, NCM LLC is not anticipating repaying any of its revolver borrowings as it would effectively result in a permanent reduction of its revolving credit facility, to the extent of the LCPI
commitments. In addition, while the bankruptcy court has authorized LCPI to resign as the administrative agent under the revolving credit facility, to the Company's knowledge they have not yet done
so.





        There are no scheduled annual maturities on the credit facility for the next five years and as of January 1, 2009; the next
scheduled annual maturity on the outstanding credit facility of $799.0 million is after fiscal year 2012.



8. SHARE-BASED COMPENSATION




        On April 4, 2006, NCM LLC's board of directors approved the NCM LLC 2006 Unit Option Plan, under which 1,131,728 units were outstanding as of December 28,
2006. Under certain circumstances, holders of unit options could put the options to NCM LLC for cash. As such, the Unit Option Plan was accounted for as a liability plan and the liability was
measured at its fair value at each reporting date. The valuation of the liability was determined based on provisions of SFAS No. 123(R), and



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NOTES TO FINANCIAL STATEMENTS (Continued)




8. SHARE-BASED COMPENSATION (Continued)



factored
into the valuation that the options were granted in contemplation of an IPO. The Company used the estimated pricing of the IPO at the time of the grant to determine the equity value, for each
unit underlying the options. The Unit Option Plan allowed for additional equity awards to be issued to outstanding option holders in the event of the occurrence of an IPO, with the purpose of the
additional option awards or restricted units being to ensure that the economic value of outstanding unit options, as defined in the agreement, held just prior to an IPO was maintained by the option
holder immediately after the offering.



        At
the date of the NCM, Inc. IPO, the Company adopted the NCM, Inc. 2007 Equity Incentive Plan. The employees of NCM, Inc. and the employees of NCM LLC are
eligible for participation in the Equity Incentive Plan. Under the Equity Incentive Plan, NCM, Inc. issued stock options on 1,589,625 shares of common stock to holders of outstanding unit
options in substitution of the unit options and also issued 262,466 shares of restricted stock. In connection with the conversion at the date of the NCM, Inc. IPO, and pursuant to the
antidilution adjustment terms of the Unit Option Plan, the exercise price and the number of shares of common stock subject to options held by the Company's option holders were adjusted to prevent
dilution and restore their economic position to that existing immediately before the NCM, Inc. IPO. The Equity Incentive Plan is treated as an equity plan under the provisions of SFAS
No. 123(R), and the existing liability under the Unit Option Plan at the end of the 2007 pre-IPO period of $2.3 million was reclassified to members' equity at that date.




        As
of January 1, 2009, there were 2,576,000 shares of common stock available for issuance or delivery under the Equity Incentive Plan. Options awarded under the Equity Incentive
Plan are generally granted with an exercise price equal to the market price of NCM, Inc. common stock on the date of the grant. Under the fair value recognition provisions of SFAS
No. 123R, the Company recognizes stock-based compensation net of an estimated forfeiture rate, and therefore only recognizes stock-based compensation cost for those shares NCM, Inc.
expects to vest over the requisite service period of the award. Options generally vest annually over a five-year period and have either 10-year or 15-year
contractual terms. A forfeiture rate of 5% was estimated for all employees to reflect the potential separation of employees.




        The
Company recognized $2.1 million, $1.9 million, $0.3 million and $1.9 million for the year ended January 1, 2009, the 2007 post-IPO
period, the 2007 pre-IPO period and the year ended December 28, 2006, respectively, of share-based compensation expense for these options and $0.1 million and $0 were
capitalized during the year ended January 1, 2009 and December 27, 2007, respectively. The recognized expense, including the equity based compensation costs of NCM, Inc. employees
is included in the operating results of NCM LLC. As of January 1, 2009, unrecognized compensation cost related to nonvested options was approximately $7.2 million, which will be
recognized over a weighted average remaining period of 3.38 years.



        The
weighted average grant date fair value of granted options was $3.77 and $6.23 for the year ended January 1, 2009 and the 2007 post-IPO period. The intrinsic value
of options exercised during the year ended January 1, 2009 was $0.2 million. During 2008, the amount of cash received on option exercises was $0.6 million. The total fair value of
awards vested during the year ended January 1, 2009 was $3.9 million. There were no options vested or exercised prior to the 2008 fiscal year.



27









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Table of Contents





NATIONAL CINEMEDIA, LLC



NOTES TO FINANCIAL STATEMENTS (Continued)



8. SHARE-BASED COMPENSATION (Continued)



        The
fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, which requires that NCM, Inc. make estimates of various
factors. The following assumptions were used in the valuation of the options:
































































 
 Fiscal 2008  2007 post-IPO  

Expected life of options

  6.5 years  6.5 to 9 years 

Risk free interest rate

  3.74% to 4.09%  4.1% to 4.9% 

Expected volatility

  30%  30% 

Dividend yield

  3%  3% 




        Activity
in the Equity Incentive Plan, as converted, is as follows:






























































































































































 
 Shares  Weighted

Average

Exercise Price
 Weighted

Average

Remaining

Contractual Life

(in years)
 Aggregate

Intrinsic Value

(in millions)
 

Outstanding at December 27, 2007

  1,822,906 $17.75       

Granted

  259,000  14.39       

Exercised

  (35,763) 16.35       

Forfeited

  (21,044) 18.56       
          

Outstanding at January 1, 2009

  2,025,099 $17.33  11.4 $0.3 

Exercisable at January 1, 2009

  600,177 $17.71  11.7   

Vested and Expected to Vest at January 1, 2009

  1,876,533 $17.36  11.4 $0.2 




        The
following table summarizes information about the stock options at January 1, 2009, including the weighted average remaining contractual life and weighted average exercise
price:
















































































































































































































 
 Options Outstanding  Options Exercisable  
Range of Exercise Price



 Number

Outstanding at

Jan. 1, 2009
 Weighted

Average

Remaining Life

(in years)
 Weighted

Average

Exercise Price
 Number

Exercisable at

Jan. 1, 2009
 Weighted

Average

Exercise Price
 

$5.35

  50,500  9.8 $5.35   $ 

$9.70 - $12.61

  80,500  9.6  12.09     

$16.35 - $18.01

  1,426,233  12.3  16.52  482,998  16.56 

$19.37 - $21.00

  315,000  8.4  20.35  74,800  21.00 

$24.04 - $24.74

  114,866  10.7  24.25  34,779  24.27 

$26.76 - $29.05

  38,000  8.7  28.87  7,600  28.87 
            

  2,025,099  11.4 $17.33  600,177 $17.71 
            




        SIZE=2>Non-vested Stock—NCM, Inc. implemented a non-vested stock program as part of the Equity
Incentive Plan. The plan provides for non-vested stock awards to officers, board members and other key employees, including employees of NCM LLC. Under the non-vested
stock program, common stock of NCM, Inc. may be granted at no cost to officers, board members and key employees, subject to a continued employment restriction and as such restrictions lapse,
the award vests in that proportion.



28









HREF="#bg78403a_main_toc">Table of Contents





NATIONAL CINEMEDIA, LLC



NOTES TO FINANCIAL STATEMENTS (Continued)



8. SHARE-BASED COMPENSATION (Continued)



The
participants are entitled to cash dividends from NCM, Inc. and to vote their respective shares, although the sale and transfer of such shares is prohibited and the shares are subject to
forfeiture during the non-vested period. The shares are also subject to the terms and provisions of the Equity Incentive Plan. Non-vested stock granted in 2008 to employees
vest in equal annual installments over a five-year period. Non-vested stock granted to non-employee directors vest after one year. Compensation cost is valued based
on the market price on the grant date and is expensed over the vesting period.



        The
following table represents the shares of non-vested stock:


















































































 
 Shares  Weighted Average

Grant-Date

Fair Value
 

Non-vested as of December 27, 2007

  271,845 $21.21 

Granted

  31,500  18.97 

Forfeited

  (1,823) 21.00 

Vested

  (97,904) 21.12 
      

Non-vested as of January 1, 2009

  203,618 $20.91 




        The
Company recorded $1.3 million and $1.2 million in compensation expense related to such outstanding non-vested shares during the year ended January 1,
2009 and 2007 post-IPO period and minimal amounts were capitalized during the 2008 fiscal year. The recognized expense, including the equity based compensation costs of NCM, Inc.
employees, is included in the operating results of NCM LLC. As of January 1, 2009, unrecognized compensation cost related to non-vested stock was approximately
$3.6 million, which will be recognized over a weighted average remaining period of 3.36 years. The total fair value of awards vested during the year ended January 1, 2009 was
$2.1 million.



9. EMPLOYEE BENEFIT PLANS




        NCM sponsors the NCM 401(k) Profit Sharing Plan (the "Plan") under Section 401(k) of the Internal Revenue Code of 1986, as amended, for the benefit of substantially all
full-time employees. The Plan provides that participants may contribute up to 20% of their compensation, subject to Internal Revenue Service limitations. Employee contributions are
invested in various investment funds based upon election made by the employee. The Company made discretionary contributions of $0.8 million, $0.6 million and $0.6 million during
the years ended January 1, 2009, December 27, 2007 and December 28, 2006, respectively.



10. COMMITMENTS AND CONTINGENCIES




        The Company is subject to claims and legal actions in the ordinary course of business. The Company believes such claims will not have a material adverse effect on its financial position
or results of operations.





        The Company leases office facilities for its headquarters in Centennial, Colorado and also in various cities for its sales and
marketing personnel as sales offices. The Company has no capital lease



29









HREF="#bg78403a_main_toc">Table of Contents





NATIONAL CINEMEDIA, LLC



NOTES TO FINANCIAL STATEMENTS (Continued)



10. COMMITMENTS AND CONTINGENCIES (Continued)



obligations.
Total lease expense for the year ended January 1, 2009, 2007 post-IPO period, 2007 pre-IPO period and the year ended December 28, 2006, was
$2.0 million, $1.3 million, $0.3 million and $1.6 million, respectively.




        Future
minimum lease payments under noncancelable operating leases as of January 1, 2009 are as follows (in millions):










































































2009

 $2.1 

2010

  1.8 

2011

  1.4 

2012

  1.3 

2013

  1.2 

Thereafter

  0.1 
    

Total

 $7.9 
    





        On April 29, 2008, NCM LLC, IdeaCast, the IdeaCast lender and certain of its stockholders agreed to a financial
restructuring of IdeaCast. Among other things, the restructuring resulted in the lender being granted an option to "put," or require NCM LLC to purchase, up to $10 million of the funded
convertible debt at par, on or after December 31, 2010 through March 31, 2011. NCM may satisfy its put obligation by paying cash or issuing NCM shares of equal value. In accordance with
FIN No. 45, the estimated fair value of $2.4 million was recorded as of April 29, 2008, which represents the noncontingent obligation. The carrying amount of the FIN 45
liability was $2.0 million as of January 1, 2009. During the fourth quarter of 2008, the Company determined that the initial investment and call right in IdeaCast were
other-than-temporarily impaired due to IdeaCast's defaults on its senior debt and liquidity issues. The key factors identified by management in making these assessments and
determining the amounts were events of default on IdeaCast's convertible debt that emerged after the fourth quarter 2008 IdeaCast operating results were analyzed and after IdeaCast failed to make a
scheduled debt service payment and ongoing discussions with the convertible debt lender. Refer to Note 1 for additional details. In addition, the Company determined that the put obligation was
probable and recorded an additional contingent liability of $2.5 million. The total liability at January 1, 2009 was $4.5 million, which represents the excess of a reasonably
estimated probable loss on the put (net of estimated recoveries from the net assets of IdeaCast that serve as collateral for the convertible debt) obligation over the unamortized FIN 45
liability.





        As part of the network affiliate agreements entered in the ordinary course of business, the Company has agreed to certain minimum
revenue guarantees. If an affiliate achieves the attendance set forth in their respective agreement, the Company has guaranteed minimum revenue for the network affiliate per attendee. The amount and
term varies for each network affiliate. The maximum potential amount of future payments the Company could be required to make pursuant to the minimum revenue guarantees is $24.0 million over
the remaining terms of the network affiliate agreements. The Company has no liabilities recorded for these obligations as of January 1, 2009.



30









NAME="page_jc78403_1_31">









































Table of Contents



NAME="jc78403_signatures">


SIGNATURES



        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



























 

 

REGAL ENTERTAINMENT GROUP

March 11, 2009

 

By:

 

/s/ MICHAEL L. CAMPBELL







Michael L. Campbell
Chief Executive Officer




        Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.














































































Signature



 
Title



 
Date




 

 


 

 


 

/s/ MICHAEL L. CAMPBELL






Michael L. Campbell
 

Director, Chairman and Chief Executive Officer (Principal Executive Officer)

 March 11, 2009

/s/ AMY E. MILES






Amy E. Miles
 

Chief Financial Officer (Principal Financial Officer)

 

March 11, 2009

/s/ DAVID H. OWNBY






David H. Ownby
 

Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

 

March 11, 2009

/s/ THOMAS D. BELL, JR.






Thomas D. Bell, Jr.
 

Director

 

March 11, 2009

/s/ CHARLES E. BRYMER






Charles E. Brymer
 

Director

 

March 11, 2009

/s/ STEPHEN A. KAPLAN






Stephen A. Kaplan
 

Director

 

March 11, 2009

/s/ DAVID KEYTE






David Keyte
 

Director

 

March 11, 2009




31









HREF="#bg78403a_main_toc">Table of Contents

























































Signature



 
Title



 
Date





 

 


 

 


 

/s/ LEE M. THOMAS






Lee M. Thomas
 

Director

 

March 11, 2009

/s/ JACK TYRRELL






Jack Tyrrell
 

Director

 

March 11, 2009

/s/ NESTOR R. WEIGAND, JR.






Nestor R. Weigand, Jr.
 

Director

 

March 11, 2009

/s/ ALEX YEMENIDJIAN






Alex Yemenidjian
 

Director

 

March 11, 2009




32















































Table of Contents



EXHIBIT INDEX















































Exhibit

Number
 Description
 23.1 Consent of Deloitte & Touche LLP, Independent Accountants

 

31.1

 

Rule 13a-14(a) Certification of Chief Executive Officer of Regal

 

31.2

 

Rule 13a-14(a) Certification of Chief Financial Officer of Regal

 

32

 

Section 1350 Certifications

 

99.1

 

Consent of National CineMedia, LLC




        The
Financial Statements of National CineMedia, LLC are filed under Item 15(c).
















EX-23.1
2
a2191390zex-23_1.htm
EX-23.1







QuickLinks
-- Click here to rapidly navigate through this document









































Exhibit 23.1



NAME="ma78403_consent_of_independent__ma702320">


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



        We consent to the incorporation by reference in the Registration Statement Nos. 333-87958 and 333-127367
of Regal Entertainment Group on Form S-8 of our report dated March 5, 2009, relating to the financial statements of National CineMedia, LLC, for the year ended
January 1, 2009, appearing in Form 10-K/A of Regal Entertainment Group.



/s/
Deloitte & Touche LLP



Denver,
Colorado

March 10, 2009











QuickLinks


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








EX-31.1
3
a2191390zex-31_1.htm
EX-31.1







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-- Click here to rapidly navigate through this document









































Exhibit 31.1



NAME="sa78403_certifications">


CERTIFICATIONS



        I, Michael L. Campbell, certify that:



        1.     I
have reviewed this annual report on Form 10-K/A of Regal Entertainment Group;




        2.     Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and



        3.     Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
















Date: March 11, 2009 /s/ MICHAEL L. CAMPBELL






Michael L. Campbell
Chief Executive Officer











QuickLinks


CERTIFICATIONS








EX-31.2
4
a2191390zex-31_2.htm
EX-31.2







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-- Click here to rapidly navigate through this document









































Exhibit 31.2



NAME="sc78403_certifications">


CERTIFICATIONS



        I, Amy E. Miles, certify that:



        1.     I
have reviewed this annual report on Form 10-K/A of Regal Entertainment Group;




        2.     Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and



        3.     Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report.
















Date: March 11, 2009 /s/ AMY E. MILES






Amy E. Miles
Chief Financial Officer

(Principal Financial Officer)











QuickLinks


CERTIFICATIONS








EX-32
5
a2191390zex-32.htm
EX-32







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-- Click here to rapidly navigate through this document








































Exhibit 32



NAME="se78403_written_statement_of_chief_exe__wri05155">


Written Statement of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)




        The undersigned, the Chief Executive Officer and the Chief Financial Officer of Regal Entertainment Group, a Delaware corporation (the
"Company"), each hereby certifies that, to his/her knowledge on the date hereof:





    (a)
    the
    Form 10-K/A of the Company for the fiscal year ended January 1, 2009, filed on the date hereof with the Securities and
    Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


    (b)
    the
    information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





















  /s/ MICHAEL L. CAMPBELL






Michael L. Campbell
Chief Executive Officer

March 11, 2009


 

 

/s/ AMY E. MILES






Amy E. Miles
Chief Financial Officer
March 11, 2009











QuickLinks


Written Statement of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)








EX-99.1
6
a2191390zex-99_1.htm
EX-99.1







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-- Click here to rapidly navigate through this document









































Exhibit 99.1



NAME="ta78403_consent_of_national_cinemedia,_llc">


CONSENT OF NATIONAL CINEMEDIA, LLC



Board
of Directors

Regal Entertainment Group

7132 Regal Lane

Knoxville, TN 37918



Members
of the Board:



        We
hereby consent to the use by Regal Entertainment Group (the "Company") of the audited financial statements of National CineMedia, LLC as of and for the year ended
January 1, 2009 (and comparative periods) appearing in the Form 10-K/A for the fiscal year ended January 1, 2009 filed by the Company with the Securities and Exchange
Commission and any amendment thereto.



























 

 

National CineMedia, LLC

By National CineMedia, Inc., its managing member


 

 

By:

 

/s/ RALPH E. HARDY






Ralph E. Hardy
Executive Vice President, General Counsel and Secretary
March 11, 2009











QuickLinks


CONSENT OF NATIONAL CINEMEDIA, LLC





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