Some of the information in this Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Form 10-Q, including, without limitation, certain statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations", may constitute forward-looking statements. In some cases you can identify these "forward-looking statements" by words like "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these statements as a result of certain factors as more fully discussed under the heading "Risk Factors" contained in our annual report on Form 10-K filed on February 26, 2008 with the Commission (File No. 001-31315) for the Company's fiscal year ended December 27, 2007. The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included herein.

The Company

We conduct our operations through our wholly owned subsidiaries. We operate the largest and most geographically diverse theatre circuit in the United States, consisting of 6,782 screens in 551 theatres in 39 states and the District of Columbia as of September 25, 2008. We believe the size, reach and quality of our theatre circuit provide an exceptional platform to realize economies of scale from our theatre operations. We also maintain an investment in National CineMedia, which has primarily concentrated its efforts on the expansion of in-theatre advertising and the creation of complementary business lines that leverage the existing operating personnel, asset and customer bases of its theatrical exhibition partners, which includes us, AMC and Cinemark. The Company manages its business under one reportable segment: theatre exhibition operations.

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

On February 12, 2007, we, along with AMC and Cinemark, formed a joint venture company DCIP, to explore the possibility of implementing digital cinema in our theatres and to create a financing model and establish agreements with major motion picture studios for the implementation of digital cinema. Future digital cinema

developments will be managed by DCIP, subject to the approval of us, AMC and Cinemark. Each of Regal, AMC and Cinemark has an equal ownership interest in DCIP. DCIP is continuing to work with film studios and financial institutions to negotiate and finalize the related financing plans that would provide for a studio-financed conversion to digital projection. Upon completion of the related studio agreements and financing, we are prepared to begin converting our existing theatres from 35 mm film projection to digital projection and intend to complete the conversion of our entire circuit in approximately three to four years.

On February 13, 2007, NCM, Inc., a newly formed entity that serves as the sole manager of National CineMedia, completed an IPO of its common stock. In connection with the series of transactions completed in connection with the IPO, Regal received gross cash proceeds totaling approximately $628.3 million and retained a 22.6% interest in NCM, Inc. After the payment of current taxes, net cash proceeds from these transactions totaled approximately $447.4 million. As discussed further in Note 3-"Investment in National CineMedia, LLC," as a result of the transactions completed in connection with the IPO, the Company recognized a gain of approximately $350.7 million during the quarter ended March 29, 2007.

During the three quarters ended September 27, 2007, the Company sold its equity interest in Fandango for proceeds of $28.6 million. As a result of this transaction, the Company recognized a gain on the sale of approximately $28.6 million ($17.2 million after tax). In connection with the sale, the Company agreed to amend its existing contract with Fandango in exchange for an amendment fee totaling $5.5 million. This amount has been recorded as deferred revenue and will be amortized to revenue on a straight-line basis over the six year term of the amendment.

On March 10, 2008, Regal issued $200.0 million aggregate principal amount of the 6¼% Convertible Senior Notes. Concurrent with the issuance of the 6¼% Convertible Senior Notes, we entered into simultaneous convertible note hedge and warrant transactions with respect to our Class A common stock in order to reduce the potential dilution from conversion of the 6¼% Convertible Senior Notes into shares of our Class A common stock. The net cost of the convertible note hedge and warrant transactions was approximately $6.6 million and is included as a component of equity in the accompanying unaudited condensed consolidated balance sheet as of September 25, 2008. See Note 4-"Debt Obligations" for further description of the 6¼% Convertible Senior Notes and the related convertible note hedge and warrant transactions. The Company used cash on hand and a portion of the net proceeds from the issuance of the 6¼% Convertible Senior Notes to redeem approximately $90.0 million principal amount of the 3¾% Convertible Senior Notes, in a series of privately negotiated transactions. As a result of the early redemption, the Company recorded a $52.8 million loss on debt extinguishment during the quarter ended March 27, 2008. In connection with the early redemption, the Company received net proceeds of approximately $13.7 million from Credit Suisse attributable to the convertible note hedge and warrant transactions associated with the 3¾% Convertible Senior Notes described further in Note 4-"Debt Obligations." Such proceeds were recorded as an increase to additional paid-in capital. In connection with the final maturity of the 3¾% Convertible Senior Notes on May 15, 2008, holders of the remaining $33.7 million in principal amount exercised their conversion rights. The Company elected to settle these conversions entirely in cash for approximately $51.4 million using the remaining proceeds from the issuance of the 6¼% Convertible Senior Notes. As a result of these conversions, the Company recorded a $17.7 million loss on debt extinguishment during the quarter ended June 26, 2008. In connection with these conversions, the Company received net proceeds of approximately $5.2 million from Credit Suisse attributable to the convertible note hedge and warrant transactions associated with the 3¾% Convertible Senior Notes. Such proceeds were also recorded as an increase to additional paid-in capital. See Note 4-"Debt Obligations" for further discussion of this transaction.

On April 30, 2008, the Company acquired Consolidated Theatres, which holds a total of 28 theatres with 400 screens in Georgia, Maryland, North Carolina, South Carolina, Tennessee and Virginia. The total net cash purchase price for the acquisition was approximately $209.3 million, subject to post-closing adjustments. The results of operations of the acquired theatres have been included in the Company's consolidated financial statements for periods subsequent to the acquisition date. In conjunction with the closing, we entered into a final judgment with the Antitrust Division of the DOJ, which requires us to hold separate and divest ourselves of four theaters comprising 52 screens in North Carolina. During the quarter ended September 25, 2008, the Company entered into an agreement to sell three of the four theatres. As a result, the Company recorded impairment charges of approximately $7.9 million during the quarter ended September 25, 2008 related to these theatres. See Note 2-"Recent Acquisitions" for further discussion of this acquisition.

As described more fully in Note 3-"Investment in National CineMedia, LLC," on April 9, 2008, we received approximately 0.8 million additional common units of National CineMedia in accordance with the annual adjustment provisions of the Common Unit Adjustment Agreement. On May 29, 2008, we received an additional 2.9 million common units of National CineMedia in accordance with the adjustment provisions of the Common Unit Adjustment Agreement for our acquisition of Consolidated Theatres. These adjustments increased the number of National CineMedia common units held by us to approximately 24.9 million and as a result, on a fully diluted basis, we own a 25.1% interest in NCM, Inc. as of September 25, 2008.

During the three quarters ended September 25, 2008, Regal paid three quarterly cash dividends of $0.30 on each outstanding share of the Company's Class A and Class B common stock, or approximately $138.1 million in the aggregate.

For a summary of industry trends as well as other risks and uncertainties relevant to the Company, see "Business-Industry Overview and Trends" and "Risk Factors" contained in our annual report on Form 10-K for the fiscal year ended December 27, 2007 and "Results of Operations" below.

Results of Operations

Based on our review of industry sources, national box office revenues for the time period that corresponds to Regal's third fiscal quarter of 2008 were estimated to have decreased by approximately 3% in comparison to the third fiscal quarter of 2007. The industry's box office results were negatively impacted by difficult comparisons generated by high profile films released in the third quarter of 2007, includingTransformers, Harry Potter & the Order of The Phoenix, The Bourne Ultimatum and Ratatouille, partially offset by ticket price increases and strong attendance from key third quarter 2008 film releases, such as The Dark Knight.

Our total revenues for the quarter ended September 25, 2008 ("Q3 2008 Period") were $757.6 million and consisted of $516.8 million of admissions revenues, $209.6 million of concessions revenues and $31.2 million of other operating revenues, and increased slightly from total revenues of $752.9 million for the quarter ended September 27, 2007 ("Q3 2007 Period").

Our Q3 2008 Period admissions revenues increased 0.2% from the Q3 2007 Period. A 4.0% increase in our average ticket price, largely offset by an attendance decrease of 3.6%, led to the slight net increase in the Q3 2008 Period admissions revenues. We believe that the overall decrease in attendance during the Q3 2008 Period was primarily a result of the decline in attendance among the top tier films exhibited during the period. Attendance for the Q3 2008 Period was bolstered by the addition of 523 new screens added since the end of the Q3 2007 Period, including the 400 screens acquired with Consolidated Theatres on April 30, 2008, partially offset by the closure of 96 underperforming screens subsequent to the end of the Q3 2007 period. Price increases identified during our ongoing periodic pricing reviews (which include analysis of various factors including general inflationary trends and local market conditions) along with the mix of film product exhibited during the Q3 2008 Period were the primary drivers of the increase in our Q3 2008 Period average ticket price. Based on our review of certain industry sources, the decrease in our admissions revenues on a per screen basis was slightly greater than the industry's results for the Q3 2008 Period as compared to the Q3 2007 Period. We believe the greater than industry decline in admissions revenues on a per screen basis was primarily attributable to the Company's out-performance on high profile films exhibited during the Q3 2007 Period, our increase in ticket prices as compared to the industry during the Q3 2008 Period and the Q3 2007 Period, partially offset by greater than industry box office per screen growth from premium priced films exhibited during the Q3 2008 Period.

In addition, during the Q3 2008 Period, we experienced a slight decline in concessions revenues and an increase in other operating revenues. The decrease in concessions revenues during the Q3 2008 Period was due to the aforementioned Q3 2008 Period decrease in attendance, partially offset by an increase in average concessions revenues per patron. Average concessions revenues per patron during the Q3 2008 Period were positively impacted by price increases effected during the Q3 2008 Period. The increase in other operating revenues during the Q3 2008 Period was primarily attributable to an increase in National CineMedia revenues and an increase in revenues related to unredeemed gift certificates and discount tickets.

Income from operations totaled $75.7 million during the Q3 2008 Period, which represents a decrease of $41.7 million, or 35.5%, from $117.4 million in the Q3 2007 Period. The decrease in income from operations during the Q3 2008 Period was primarily attributable to increases in certain operating expense items described in further detail below, partially offset by an increase in other operating revenues. The Company reported net income of $31.6 million in the Q3 2008 Period compared to net income of $58.0 million in the Q3 2007 Period. Diluted earnings per share of Class A and Class B common stock was $0.21 in the Q3 2008 Period compared to $0.36 during the Q3 2007 Period. The decreases in net income and diluted earnings per share of Class A and Class B common stock were primarily due to the decline in operating income during the Q3 2008 Period.

During the Q3 2008 Period and the three quarters ended September 25, 2008 (the "Fiscal 2008 Period"), we continued to make progress with respect to the following strategic initiatives:

† We demonstrated our commitment to providing incremental value to our stockholders. Total cash dividends distributed to our stockholders during the Fiscal 2008 Period totaled approximately $138.1 million.

† On April 30, 3008, the Company acquired Consolidated Theatres which holds a total of 28 theatres with 400 screens in Georgia, Maryland, North Carolina, South Carolina, Tennessee and Virginia, for a total net cash purchase price of approximately $209.3 million, subject to post-closing adjustments.

† In addition to the acquisition of Consolidated Theatres during the Fiscal 2008 Period, we opened 5 new theatres with 65 screens, added 12 screens through expansion and closed 9 underperforming theatres with 83 screens, ending the Fiscal 2008 Period with 551 theaters and 6,782 screens.

† Finally, we entered into an agreement to expand our IMAX presence by agreeing to install 31 additional IMAX digital projection systems by the end of 2010. We continue to remain optimistic regarding the benefits of digital cinema primarily as it relates to future growth potential associated with 3D film product and other 3D content and are pleased to see continued support of 3D and IMAX film product by the major studios.

The following table sets forth the percentage of total revenues represented by certain items included in our unaudited condensed consolidated statements of income for the Q3 2008 Period, the Q3 2007 Period, the Fiscal 2008 Period and the three quarters ended September 27, 2007 (the "Fiscal 2007 Period") (dollars and attendance in millions, except average ticket prices and average concessions per patron):

                                                                        Fiscal 2008           Fiscal 2007
                             Q3 2008 Period      Q3 2007 Period           Period                Period
                                       % of                % of                  % of                  % of
                               $      Revenue      $      Revenue       $       Revenue       $       Revenue
Revenues:
Admissions                  $ 516.8      68.2 % $ 515.8      68.5 % $ 1,404.5      68.2 % $ 1,400.4      67.9 %
Concessions                   209.6      27.7     210.9      28.0       564.6      27.4       576.6      28.0
Other operating revenues       31.2       4.1      26.2       3.5        91.1       4.4        84.3       4.1
Total revenues                757.6     100.0     752.9     100.0     2,060.2     100.0     2,061.3     100.0
Operating expenses:
Film rental and
advertising costs(1)          282.0      54.6     279.4      54.2       744.9      53.0       749.8      53.5
Cost of concessions(2)         30.4      14.5      29.3      13.9        78.6      13.9        82.2      14.3
Rent expense(3)                94.1      12.4      85.6      11.4       267.4      13.0       249.9      12.1
Other operating
expenses(3)                   197.2      26.0     183.8      24.4       546.3      26.5       524.9      25.5
General and
administrative expenses
(including share-based
compensation expense of
$1.4 and $1.1 for the Q3
2008 Period and the Q3
2007 Period,
respectively, and $4.3
and $4.6 for the Fiscal
2008 Period and the
Fiscal 2007 Period,
respectively)(3)               15.5       2.0      15.3       2.0        46.3       2.2        48.1       2.3
Depreciation and
amortization(3)                51.1       6.7      45.6       6.1       147.3       7.1       138.0       6.7

Net loss (gain) on
disposal and
impairment of
operating assets(3)       11.5     1.5     (3.6 )  (0.5 )      16.0     0.8       (0.8 )     -
Equity in earnings of
joint venture
including former
employee
compensation(3)            0.1       -      0.1       -         0.4       -        3.8     0.2
Total operating
expenses(3)              681.9    90.0    635.5    84.4     1,847.2    89.7    1,795.9    87.1

Income from
operations(3)             75.7    10.0    117.4    15.6       213.0    10.3      265.4    12.9
Interest expense,
net(3)                    29.0     3.8     27.8     3.7        88.7     4.3       84.3     4.1
Earnings recognized
from NCM(3)               (7.1 )  (0.9 )   (7.1 )  (0.9 )     (21.4 )  (1.0 )     (9.3 )  (0.5 )
Loss on debt
extinguishment(3)            -       -        -       -        70.5     3.4          -       -
Gain on NCM
transaction(3)               -       -        -       -           -       -     (350.7 ) (17.0 )
Gain on sale of
Fandango interest(3)         -       -     (0.3 )     -           -       -      (28.6 )  (1.4 )
Provision for income
taxes(3)                  21.6     2.9     38.8     0.5        31.0     1.5      229.5    11.1
Net income(3)           $ 31.6     4.2   $ 58.0     7.7   $    42.4     2.1   $  339.8    16.5
Attendance                66.8         *   69.3         *     183.4         *    189.6         *
Average ticket
price(4)                $ 7.74         * $ 7.44         * $    7.66         * $   7.39         *
Average concessions
per patron(5)           $ 3.14         * $ 3.04         * $    3.08         * $   3.04         *

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

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

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

(4) Calculated as admissions revenues/attendance.

(5) Calculated as concessions revenues/attendance.

Q3 2008 Period Compared to Q3 2007 Period and Fiscal 2008 Period Compared to Fiscal 2007 Period

Admissions

Total admissions revenues increased $1.0 million during the Q3 2008 Period, or 0.2%, to $516.8 million, from $515.8 million for the Q3 2007 Period. During the Fiscal 2008 Period, total admissions revenues increased $4.1 million, or 0.3%, to $1,404.5 million, from $1,400.4 million for the Fiscal 2007 Period. An increase in our average ticket price of 4.0%, partially offset by an attendance decrease of 3.6% led to the slight net increase in the Q3 2008 Period admissions revenues. Our Fiscal 2008 Period admissions revenues were also favorably impacted by a 3.7% increase in average ticket prices, partially offset by a 3.3% decline in attendance. We believe that the overall decrease in attendance during the Q3 2008 Period and the Fiscal 2008 Period was primarily a result of the decline in attendance among the top tier films exhibited during these periods. Attendance for the Q3 2008 Period and Fiscal 2008 Period was bolstered by the addition of 523 new screens added since the end of the Q3 2007 Period, including the 400 screens acquired with Consolidated Theatres on April 30, 2008, partially offset by the closure of 96 underperforming screens subsequent to the end of the Q3 2007 Period. Price increases identified during our ongoing periodic pricing reviews (which include analysis of various factors including general inflationary trends and local market conditions) along with the mix of film product exhibited during the Q3 2008 Period and the Fiscal 2008 Period were the primary drivers of the increase in our Q3 2008 Period and Fiscal 2008 Period average ticket prices. Based on our review of certain industry sources, the decrease in our admissions revenues on a per screen basis was slightly greater than the industry's results for the Q3 2008 Period and Fiscal 2008 Period as compared to the Q3 2007 Period and the Fiscal 2007 Period. We believe the greater than industry decline in admissions revenues on a per screen basis was primarily attributable to the Company's out-performance on top-tier films exhibited during the Q3 2007 Period, our increase in ticket prices as compared to the industry during the Q3 2008 Period and the Q3 2007 Period, partially offset by greater than industry box office per screen growth from premium priced films exhibited during the Q3 2008 Period.

Concessions

During the Q3 2008 Period, total concessions revenues decreased $1.3 million, or 0.6%, to $209.6 million, from $210.9 million for the Q3 2007 Period. During the Fiscal 2008 Period, total concessions revenues decreased $12.0 million, or 2.1%, to $564.6 million, from $576.6 million for the Fiscal 2007 Period. The decrease in total concessions revenues during the Q3 2008 Period and the Fiscal 2008 Period was due the aforementioned Q3 2008

Period and Fiscal 2008 Period decrease in attendance, partially offset by slight increases in average concessions revenues per patron. Average concessions revenues per patron during the Q3 2008 Period was positively impacted by price increases effected during the Q3 2008 Period. Average concessions revenues per patron during the Fiscal 2008 Period was positively impacted by price increases, partially offset by a decrease in attendance from fewer concession-friendly films exhibited during the Fiscal 2008 Period in comparison to the Fiscal 2007 Period.

Other Operating Revenues

Total other operating revenues increased $5.0 million, or 19.1%, to $31.2 million for the Q3 2008 Period, from $26.2 million for the Q3 2007 Period. During the Fiscal 2008 Period, total other operating revenues increased $6.8 million, or 8.1%, to $91.1 million, from $84.3 million for the Fiscal 2007 Period. Included in other operating revenues are the theatre access fees paid by National CineMedia (net of payments for on-screen advertising time provided to our beverage concessionaire), marketing revenues from our vendor marketing programs and other theatre revenues, including revenue related to unredeemed gift certificates and discount tickets. The increase in other operating revenues in the Q3 2008 Period was primarily attributable to an increase in National CineMedia revenues and an increase in revenues related to unredeemed gift certificates and discount tickets. The increase in other operating revenues during the Fiscal 2008 Period was primarily attributable to an increase in revenues related to unredeemed gift certificates and discount tickets, partially offset by a modification of the payment arrangement with National CineMedia
(effective upon consummation of the IPO of NCM, Inc. on February 13, 2007)
described in further detail under Note 3-"Investment in National CineMedia, LLC."

Film Rental and Advertising Costs

During the Q3 2008 Period, film rental and advertising costs as a percentage of admissions revenues increased to 54.6% as compared to 54.2% in the Q3 2007 Period. Film rental and advertising costs as a percentage of admissions revenues decreased to 53.0% during the Fiscal 2008 Period as compared to 53.5% in the Fiscal 2007 Period. The increase in film rental and advertising costs as a percentage of box office revenues during the Q3 2008 Period was primarily attributable to higher film costs associated with the success of The Dark Knight. The decrease in film rental and advertising costs as a percentage of box office revenues during the Fiscal 2008 Period was primarily the result of a lower percentage of box office revenues generated by the top tier films exhibited during the Fiscal 2008 Period and a decline in advertising expense during the period.

Cost of Concessions

During the Q3 2008 Period, cost of concessions increased $1.1 million, or 3.8%, from the Q3 2007 Period. Cost of concessions declined $3.6 million, or 4.4%, during the Fiscal 2008 Period as compared to Fiscal 2007 Period. Cost of concessions as a percentage of concessions revenues increased 60 basis points to 14.5% during the Q3 2008 Period as compared to 13.9% in the Q3 2007 Period. During the Fiscal 2008 Period, cost of concessions as a percentage of concessions revenues decreased 40 basis points to 13.9% from 14.3% in the Fiscal 2007 Period. The increase in cost of concessions and in cost of concessions as a percentage of concessions revenues during the Q3 2008 Period was primarily related to slightly higher food costs, partially offset by a change in a vendor marketing program. The decrease in cost of concessions and in cost of concessions as a percentage of concessions revenues during the Fiscal 2008 Period was primarily related to a change in a vendor marketing program, price increases in our concession products effected during the Fiscal 2008 Period, partially offset by slightly higher food costs.

Rent Expense

Rent expense increased $8.5 million, or 9.9%, to $94.1 million in the Q3 2008 Period, from $85.6 million in the Q3 2007 Period. During the Fiscal 2008 Period, rent expense increased $17.5 million, or 7.0%, to $267.4 million, from $249.9 million in the Fiscal 2007 Period. The increase in rent expense in the Q3 2008 . . .