The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the subsidiary guarantors are 100% owned by AMCE. The subsidiary guarantees of AMCE's Notes due 2014, Notes due 2019, and Notes due 2020 are full and unconditional and joint and several. There are significant restrictions on the Company's ability to obtain funds from any of its subsidiaries through dividends, loans or advances. The Company and its subsidiary guarantor's investments in its consolidated subsidiaries are presented under the equity method of accounting.

(In thousands)	AMCE			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Revenues
Admissions	$	—		$	1,764,158		$	13,309		$	—		$	1,777,467
Concessions		—			704,988			4,884			—			709,872
Other theatre		—			112,232			1,023			—			113,255

Total revenues		—			2,581,378			19,216			—			2,600,594
Costs and Expenses
Film exhibition costs		—			939,061			5,951			—			945,012
Concession costs		—			96,255			981			—			97,236
Operating expense		227			711,527			9,672			—			721,426
Rent		—			463,566			5,257			—			468,823
General and administrative:
Merger, acquisition and transaction costs		85			2,785			—			—			2,870
Management fee		—			5,000			—			—			5,000
Other		—			51,695			81			—			51,776
Depreciation and amortization		—			213,644			385			—			214,029
Impairment of long-lived assets		—			285			—			—			285

Operating costs and expenses		312			2,483,818			22,327			—			2,506,457

Operating income (loss)		(312	)		97,560			(3,111	)		—			94,137
Other expense (income)
Equity in (earnings) loss of consolidated subsidiaries		93,172			3,658			—			(96,830	)		—
Other income		—			1,402			—			—			1,402
Interest expense
Corporate borrowings		160,849			206,205			—			(205,409	)		161,645
Capital and financing lease obligations		—			5,968			—			—			5,968
Equity in (earnings) loss of non-consolidated entities		2,359			(15,465	)		547			—			(12,559	)
Investment loss (income)		(175,229	)		(12,551	)		—			205,409			17,629

Total other expense		81,151			189,217			547			(96,830	)		174,085

Loss from continuing operations before income taxes		(81,463	)		(91,657	)		(3,658	)		96,830			(79,948	)
Income tax provision		525			1,490			—			—			2,015

Loss from continuing operations		(81,988	)		(93,147	)		(3,658	)		96,830			(81,963	)
Loss from discontinued operations, net of income taxes		—			(25	)		—			—			(25	)

Net loss	$	(81,988	)	$	(93,172	)	$	(3,658	)	$	96,830		$	(81,988	)

(In thousands)	AMCE			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Revenues
Admissions	$	—		$	1,684,903		$	12,955		$	—		$	1,697,858
Concessions		—			659,500			4,608			—			664,108
Other theatre		—			73,925			1,208			—			75,133

Total revenues		—			2,418,328			18,771			—			2,437,099
Costs and Expenses
Film exhibition costs		—			882,053			5,705			—			887,758
Concession costs		—			82,181			1,006			—			83,187
Operating expense		—			691,777			22,069			—			713,846
Rent		—			467,951			7,859			—			475,810
General and administrative:
Merger, acquisition and transaction costs		—			14,085			—			—			14,085
Management fee		—			5,000			—			—			5,000
Other		—			58,011			125			—			58,136
Depreciation and amortization		—			212,132			281			—			212,413
Impairment of long-lived assets		—			12,779			—			—			12,779

Operating costs and expenses		—			2,425,969			37,045			—			2,463,014

Operating loss		—			(7,641	)		(18,274	)		—			(25,915	)
Other expense (income)
Equity in loss of consolidated subsidiaries		135,042			28,545			—			(163,587	)		—
Other expense		367			27,480			—			—			27,847
Interest expense
Corporate borrowings		143,562			181,973			—			(182,013	)		143,522
Capital and financing lease obligations		—			6,198			—			—			6,198
Equity in (earnings) loss of non-consolidated entities		(490	)		(26,959	)		10,271			—			(17,178	)
Gains on NCM transactions		—			(64,441	)		—			—			(64,441	)
Investment (income)		(156,328	)		(26,076	)		—			182,013			(391	)

Total other expense		122,153			126,720			10,271			(163,587	)		95,557

Loss from continuing operations before income taxes		(122,153	)		(134,361	)		(28,545	)		163,587			(121,472	)
Income tax provision		700			1,250			—			—			1,950

Loss from continuing operations		(122,853	)		(135,611	)		(28,545	)		163,587			(123,422	)
Earnings from discontinued operations, net of income taxes		—			569			—			—			569

Net loss	$	(122,853	)	$	(135,042	)	$	(28,545	)	$	163,587		$	(122,853	)

(In thousands)	AMCE			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Revenues
Admissions	$	—		$	1,698,522		$	13,331		$	—		$	1,711,853
Concessions		—			641,845			4,871			—			646,716
Other theatre		—			71,553			1,208			—			72,761

Total revenues		—			2,411,920			19,410			—			2,431,330
Costs and Expenses
Film exhibition costs		—			922,825			5,807			—			928,632
Concession costs		—			71,883			971			—			72,854
Operating expense		—			603,740			7,034			—			610,774
Rent		—			433,108			7,556			—			440,664
General and administrative:
Merger, acquisition and transaction costs		—			2,280			—			—			2,280
Management fee		—			5,000			—			—			5,000
Other		—			57,755			103			—			57,858
Depreciation and amortization		—			187,720			622			—			188,342
Impairment of long-lived assets		—			3,765			—			—			3,765

Operating costs and expenses		—			2,288,076			22,093			—			2,310,169

Operating income (loss)		—			123,844			(2,683	)		—			121,161
Other expense (income)
Equity in (earnings) loss of consolidated subsidiaries		(28,844	)		6,799			—			22,045			—
Other income		—			11,032			—			—			11,032
Interest expense
Corporate borrowings		126,085			159,923			—			(159,550	)		126,458
Capital and financing lease obligations		—			5,652			—			—			5,652
Equity in (earnings) loss of non-consolidated entities		(1,517	)		(32,915	)		4,132			—			(30,300	)
Investment (income)		(137,914	)		(21,825	)		(16	)		159,550			(205	)

Total other expense (income)		(42,190	)		128,666			4,116			22,045			112,637

Earnings (loss) from continuing operations before income taxes		42,190			(4,822	)		(6,799	)		(22,045	)		8,524
Income tax benefit		(27,600	)		(41,200	)		—			—			(68,800	)

Earnings (loss) from continuing operations		69,790			36,378			(6,799	)		(22,045	)		77,324
Loss from discontinued operations, net of income taxes		—			(7,534	)		—			—			(7,534	)

Net earnings (loss)	$	69,790		$	28,844		$	(6,799	)	$	(22,045	)	$	69,790

(In thousands)	AMCE		Subsidiary Guarantors			Subsidiary Non-Guarantors		Consolidating Adjustments			Consolidated AMC Entertainment Inc.

Assets
Current assets:
Cash and equivalents	$	686	$	232,009		$	39,642	$	—		$	272,337
Receivables, net		552		42,947			51		—			43,550
Other current assets		—		85,681			2,185		—			87,866

Total current assets		1,238		360,637			41,878		—			403,753
Investment in equity of subsidiaries		221,951		51,981			—		(273,932	)		—
Property, net		—		883,219			478		—			883,697
Intangible assets, net		—		135,024			—		—			135,024
Intercompany advances		2,078,742		(2,130,247	)		51,505		—			—
Goodwill		—		1,923,667			—		—			1,923,667
Other long-term assets		35,064		256,611			176		—			291,851

Total assets	$	2,336,995	$	1,480,892		$	94,037	$	(273,932	)	$	3,637,992

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	94	$	195,117		$	727	$	—		$	195,938
Accrued expenses and other liabilities		36,027		112,056			1,251		—			149,334
Deferred revenues and income		—		174,314			41		—			174,355
Current maturities of corporate borrowings and capital and financing lease obligations		59,039		2,807			—		—			61,846

Total current liabilities		95,160		484,294			2,019		—			581,473
Corporate borrowings		2,087,495		—			—		—			2,087,495
Capital and financing lease obligations		—		59,413			—		—			59,413
Deferred revenues for exhibitor services agreement		—		328,442			—		—			328,442
Other long-term liabilities		—		386,792			40,037		—			426,829

Total liabilities		2,182,655		1,258,941			42,056		—			3,483,652
Stockholder's equity		154,340		221,951			51,981		(273,932	)		154,340

Total liabilities and stockholder's equity	$	2,336,995	$	1,480,892		$	94,037	$	(273,932	)	$	3,637,992

(In thousands)	AMCE			Subsidiary Guarantors			Subsidiary Non-Guarantors		Consolidating Adjustments		Consolidated AMC Entertainment Inc.

Assets
Current assets:
Cash and equivalents	$	—		$	261,096		$	40,062	$	—	$	301,158
Receivables, net		129			26,341			222		—		26,692
Other current assets		—			85,987			2,162		—		88,149

Total current assets		129			373,424			42,446		—		415,999
Investment in equity of subsidiaries		(235,409	)		79,567			—		155,842		—
Property, net		—			957,738			984		—		958,722
Intangible assets, net		—			149,493			—		—		149,493
Intercompany advances		2,694,299			(2,775,489	)		81,190		—		—
Goodwill		—			1,923,667			—		—		1,923,667
Other long-term assets		37,278			254,629			457		—		292,364

Total assets	$	2,496,297		$	963,029		$	125,077	$	155,842	$	3,740,245

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—		$	164,553		$	863	$	—	$	165,416
Accrued expenses and other liabilities		33,598			104,519			870		—		138,987
Deferred revenues and income		—			140,766			471		—		141,237
Current maturities of corporate borrowings and capital and financing lease obligations		6,500			3,455			—		—		9,955

Total current liabilities		40,098			413,293			2,204		—		455,595
Corporate borrowings		2,096,040			—			—		—		2,096,040
Capital and financing lease obligations		—			62,220			—		—		62,220
Deferred revenues for exhibitor services agreement		—			333,792			—		—		333,792
Other long-term liabilities		—			389,133			43,306		—		432,439

Total liabilities		2,136,138			1,198,438			45,510		—		3,380,086
Stockholder's equity (deficit)		360,159			(235,409	)		79,567		155,842		360,159

Total liabilities and stockholder's equity	$	2,496,297		$	963,029		$	125,077	$	155,842	$	3,740,245

(In thousands)	AMCE			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments		Consolidated AMC Entertainment Inc.

Cash flows from operating activities:
Net cash provided by operating activities	$	21,673		$	177,633		$	(1,979	)	$	—	$	197,327

Cash flows from investing activities:
Capital expenditures		—			(139,195	)		(164	)		—		(139,359	)
Proceeds from disposition of long-term assets		—			1,474			—			—		1,474
Investments in non-consolidated entities, net		1,049			(27,928	)		(1	)		—		(26,880	)
Proceeds from sale/leaseback of digital projection equipment		—			953			—			—		953
Other, net		—			98			—			—		98

Net cash used in investing activities		1,049			(164,598	)		(165	)		—		(163,714	)

Cash flows from financing activities:
Proceeds from issuance of Term Loan due 2018		297,000			—			—			—		297,000
Repayment of Term Loan 2013		(140,657	)		—			—			—		(140,657	)
Repurchase of Senior Subordinated Notes due 2014		(108,965	)		—			—			—		(108,965	)
Principal payments under Term Loan		(4,875	)		—			—			—		(4,875	)
Principal payments under capital and financing lease obligations		—			(3,422	)		—			—		(3,422	)
Deferred financing costs		(6,002	)		—			—			—		(6,002	)
Change in construction payables		—			13,512			—			—		13,512
Dividends paid to Parent		(109,581	)		—			—			—		(109,581	)
Change in intercompany advances		51,044			(52,427	)		1,383			—		—

Net cash provided by (used in) financing activities		(22,036	)		(42,337	)		1,383			—		(62,990	)

Effect of exchange rate changes on cash and equivalents		—			215			341			—		556

Net increase (decrease) in cash and equivalents		686			(29,087	)		(420	)		—		(28,821	)
Cash and equivalents at beginning of period		—			261,096			40,062			—		301,158

Cash and equivalents at end of period	$	686		$	232,009		$	39,642		$	—	$	272,337

(In thousands)	AMCE			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments		Consolidated AMC Entertainment Inc.

Cash flows from operating activities:
Net cash provided by operating activities	$	47,587		$	44,144		$	341		$	—	$	92,072

Cash flows from investing activities:
Capital expenditures		—			(128,952	)		(395	)		—		(129,347	)
Acquisition of Kerasotes, net of cash acquired		—			(280,606	)		—			—		(280,606	)
Proceeds from NCM, Inc. stock sale		—			102,224			—			—		102,224
Proceeds from disposition of long-term assets		—			58,391			—			—		58,391
Investments in non-consolidated entities, net		—			(1,819	)		200			—		(1,619	)
Proceeds from sale/leaseback of digital projection equipment		—			4,905			—			—		4,905
Proceeds from disposition of Cinemex		—			1,840			—			—		1,840
Other, net		—			(5,825	)		—			—		(5,825	)

Net cash used in investing activities		—			(249,842	)		(195	)		—		(250,037	)

Cash flows from financing activities:
Proceeds from issuance of Senior Subordinated Notes due 2020		600,000			—			—			—		600,000
Repurchase of Senior. Subordinated Notes due 2016		(325,000	)		—			—			—		(325,000	)
Payment of tender offer and consent solicitation consideration on Senior Subordinated Notes due 2016		(5,801	)		—			—			—		(5,801	)
Principal payments under Term Loan B		(6,500	)		—			—			—		(6,500	)
Principal payments under capital and financing lease obligations		—			(4,194	)		—			—		(4,194	)
Deferred financing costs		(14,642	)		—			—			—		(14,642	)
Change in construction payables		—			(727	)		—			—		(727	)
Dividends paid to Marquee Holdings Inc.		(278,258	)		—			—			—		(278,258	)
Change in intercompany advances		(17,386	)		16,623			763			—		—

Net cash provided by (used in) financing activities		(47,587	)		11,702			763			—		(35,122	)

Effect of exchange rate changes on cash and equivalents		—			(150	)		(948	)		—		(1,098	)

Net decrease in cash and equivalents		—			(194,146	)		(39	)		—		(194,185	)
Cash and equivalents at beginning of period		—			455,242			40,101			—		495,343

Cash and equivalents at end of period	$	—		$	261,096		$	40,062		$	—	$	301,158

(In thousands)	AMCE			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments		Consolidated AMC Entertainment Inc.

Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	36,859		$	222,266		$	(1,110	)	$	—	$	258,015

Cash flows from investing activities:
Capital expenditures		—			(96,826	)		(185	)		—		(97,011	)
Purchase of digital projection equipment for sale/leaseback		—			(6,784	)		—			—		(6,784	)
Proceeds from sale/leaseback of digital projection equipment		—			6,570			—			—		6,570
Proceeds from disposition of Cinemex		—			4,315			—			—		4,315
Other, net		—			2,573			(6,000	)		—		(3,427	)

Net cash provided by investing activities		—			(90,152	)		(6,185	)		—		(96,337	)

Cash flows from financing activities:
Proceeds from issuance of Senior Notes due 2019		585,492			—			—			—		585,492
Repurchase of Senior Fixed Rate Notes due 2012		(250,000	)		—			—			—		(250,000	)
Principal payments under Term Loan B		(6,500	)		—			—			—		(6,500	)
Principal payments under capital and financing lease obligations		—			(3,423	)		—			—		(3,423	)
Deferred financing costs		(16,434	)		—			—			—		(16,434	)
Change in construction payables		—			6,714			—			—		6,714
Repayment under Revolving Credit Facility		(185,000	)		—			—			—		(185,000	)
Dividends paid to Marquee Holdings Inc.		(329,981	)		—			—			—		(329,981	)
Change in intercompany advances		165,564			(168,963	)		3,399			—		—

Net cash provided by (used in) financing activities		(36,859	)		(165,672	)		3,399			—		(199,132	)

Effect of exchange rate changes on cash and equivalents		—			—			(1,212	)		—		(1,212	)

Net decrease in cash and equivalents		—			(33,558	)		(5,108	)		—		(38,666	)
Cash and equivalents at beginning of period		—			488,800			45,209			—		534,009

Cash and equivalents at end of period	$	—		$	455,242		$	40,101		$	—	$	495,343