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 8% Senior Subordinated Notes due 2014 (the "Notes due 2014"), 8.75% Senior Notes due 2019 (the "Notes due 2019"), and 9.75% Senior Subordinated Notes due 2020 (the "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	$	—		$	380,743		$	3,620		$	—		$	384,363
Concessions		—			151,472			1,194			—			152,666
Other theatre		—			19,979			257			—			20,236

Total revenues		—			552,194			5,071			—			557,265

Operating Costs and Expenses
Film exhibition costs		—			199,810			1,548			—			201,358
Concession costs		—			21,606			238			—			21,844
Operating expense		—			172,990			3,692			—			176,682
Rent		—			115,252			1,393			—			116,645
General and administrative:
Merger, acquisition and transaction income		—			(157	)		—			—			(157	)
Management fee		—			1,250			—			—			1,250
Other		—			7,813			1			—			7,814
Depreciation and amortization		—			53,637			106			—			53,743

Operating costs and expenses		—			572,201			6,978			—			579,179

Operating loss		—			(20,007	)		(1,907	)		—			(21,914	)
Other expense (income)
Equity in net loss of subsidiaries		73,724			1,950			—			(75,674	)		—
Other income		—			(2,768	)		—			—			(2,768	)
Interest expense:
Corporate borrowings		40,217			51,184			—			(51,158	)		40,243
Capital and financing lease obligations		—			1,489			—			—			1,489
Equity in (earnings) losses of non-consolidated entities		2,645			(8,857	)		43			—			(6,169	)
Investment expense (income)		(43,809	)		10,352			—			51,158			17,701

Total other expense		72,777			53,350			43			(75,674	)		50,496

Loss from continuing operations before income taxes		(72,777	)		(73,357	)		(1,950	)		75,674			(72,410	)
Income tax provision		—			440			—			—			440

Loss from continuing operations		(72,777	)		(73,797	)		(1,950	)		75,674			(72,850	)
Earnings from discontinued operations, net of income taxes		—			73			—			—			73

Net loss	$	(72,777	)	$	(73,724	)	$	(1,950	)	$	75,674		$	(72,777	)

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

Revenues
Admissions	$	—		$	1,326,795		$	11,162		$	—		$	1,337,957
Concessions		—			529,499			3,967			—			533,466
Other theatre		—			58,542			859			—			59,401

Total revenues		—			1,914,836			15,988			—			1,930,824

Operating Costs and Expenses
Film exhibition costs		—			711,820			4,995			—			716,815
Concession costs		—			72,911			795			—			73,706
Operating expense		—			536,799			8,401			—			545,200
Rent		—			348,106			4,095			—			352,201
General and administrative:
Merger, acquisition and transaction costs		85			1,094			—			—			1,179
Management fee		—			3,750			—			—			3,750
Other		—			36,031			34			—			36,065
Depreciation and amortization		—			156,573			341			—			156,914

Operating costs and expenses		85			1,867,084			18,661			—			1,885,830

Operating income (loss)		(85	)		47,752			(2,673	)		—			44,994
Other expense (income)
Equity in net loss of subsidiaries		90,590			3,099			—			(93,689	)		—
Other income		—			(14,297	)		—			—			(14,297	)
Interest expense:
Corporate borrowings		120,256			153,136			—			(153,127	)		120,265
Capital and financing lease obligations		—			4,480			—			—			4,480
Equity in (earnings) losses of non-consolidated entities		2,333			(4,623	)		426			—			(1,864	)
Investment expense (income)		(131,074	)		(4,392	)		—			153,127			17,661

Total other expense		82,105			137,403			426			(93,689	)		126,245

Loss from continuing operations before income taxes		(82,190	)		(89,651	)		(3,099	)		93,689			(81,251	)
Income tax provision		525			985			—			—			1,510

Loss from continuing operations		(82,715	)		(90,636	)		(3,099	)		93,689			(82,761	)
Earnings from discontinued operations, net of income taxes		—			46			—			—			46

Net loss	$	(82,715	)	$	(90,590	)	$	(3,099	)	$	93,689		$	(82,715	)

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

Revenues
Admissions	$	—		$	424,178		$	3,180		$	—		$	427,358
Concessions		—			158,891			1,147			—			160,038
Other theatre		—			15,086			385			—			15,471

Total revenues		—			598,155			4,712			—			602,867

Operating Costs and Expenses
Film exhibition costs		—			222,231			1,411			—			223,642
Concession costs		—			19,517			243			—			19,760
Operating expense		—			172,978			1,692			—			174,670
Rent		—			117,588			2,498			—			120,086
General and administrative:
Merger, acquisition and transaction costs		—			2,196			—			—			2,196
Management fee		—			1,250			—			—			1,250
Other		—			10,147			45			—			10,192
Depreciation and amortization		—			55,871			66			—			55,937

Operating costs and expenses		—			601,778			5,955			—			607,733

Operating loss		—			(3,623	)		(1,243	)		—			(4,866	)
Other expense (income)
Equity in net loss of subsidiaries		36,936			1,454			—			(38,390	)		—
Other expense		367			8,467			—			—			8,834
Interest expense:
Corporate borrowings		35,071			44,221			—			(44,230	)		35,062
Capital and financing lease obligations		—			1,596			—			—			1,596
Equity in earnings of non-consolidated entities		(177	)		(13,525	)		211			—			(13,491	)
Investment income		(38,084	)		(6,351	)		—			44,230			(205	)

Total other expense		34,113			35,862			211			(38,390	)		31,796

Loss from continuing operations before income taxes		(34,113	)		(39,485	)		(1,454	)		38,390			(36,662	)
Income tax benefit		(1,300	)		(1,950	)		—			—			(3,250	)

Loss from continuing operations		(32,813	)		(37,535	)		(1,454	)		38,390			(33,412	)
Earnings from discontinued operations, net of income taxes		—			599			—			—			599

Net loss	$	(32,813	)	$	(36,936	)	$	(1,454	)	$	38,390		$	(32,813	)

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

Revenues
Admissions	$	—		$	1,325,071		$	9,456		$	—		$	1,334,527
Concessions		—			512,259			3,450			—			515,709
Other theatre		—			46,328			880			—			47,208

Total revenues		—			1,883,658			13,786			—			1,897,444

Operating Costs and Expenses
Film exhibition costs		—			700,413			4,233			—			704,646
Concession costs		—			63,297			764			—			64,061
Operating expense		—			491,017			5,129			—			496,146
Rent		—			350,042			6,079			—			356,121
General and administrative:
Merger, acquisition and transaction costs		—			13,171			—			—			13,171
Management fee		—			3,750			—			—			3,750
Other		—			41,176			74			—			41,250
Depreciation and amortization		—			156,715			180			—			156,895

Operating costs and expenses		—			1,819,581			16,459			—			1,836,040

Operating income (loss)		—			64,077			(2,673	)		—			61,404
Other expense (income)
Equity in net (earnings) loss of subsidiaries		(28,576	)		3,593			—			24,983			—
Other expense (income)		367			(1,218	)		—			—			(851	)
Interest expense:
Corporate borrowings		100,832			128,263			—			(128,283	)		100,812
Capital and financing lease obligations		—			4,604			—			—			4,604
Equity in (earnings) losses of non-consolidated entities		(473	)		(17,504	)		920			—			(17,057	)
Gain on NCM transactions		—			(64,648	)		—			—			(64,648	)
Investment income		(109,967	)		(18,625	)		—			128,283			(309	)

Total other expense (income)		(37,817	)		34,465			920			24,983			22,551

Earnings (loss) from continuing operations before income taxes		37,817			29,612			(3,593	)		(24,983	)		38,853
Income tax provision		940			1,610			—			—			2,550

Earnings (loss) from continuing operations		36,877			28,002			(3,593	)		(24,983	)		36,303
Earnings from discontinued operations, net of income taxes		—			574			—			—			574

Net earnings (loss)	$	36,877		$	28,576		$	(3,593	)	$	(24,983	)	$	36,877

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

Assets
Current assets:
Cash and equivalents	$	—		$	173,205		$	40,315	$	—	$	213,520
Receivables, net		448			72,842			249		—		73,539
Other current assets		—			87,794			2,057		—		89,851

Total current assets		448			333,841			42,621		—		376,910
Investment in equity of subsidiaries		(324,966	)		80,102			—		244,864		—
Property, net		—			898,533			521		—		899,054
Intangible assets, net		—			139,156			—		—		139,156
Intercompany advances		2,575,977			(2,656,823	)		80,846		—		—
Goodwill		—			1,923,667			—		—		1,923,667
Other long-term assets		31,319			240,489			202		—		272,010

Total assets	$	2,282,778		$	958,965		$	124,190	$	244,864	$	3,610,797

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—		$	203,767		$	835	$	—	$	204,602
Accrued expenses and other liabilities		15,091			107,925			3,167		—		126,183
Deferred revenues and income		—			205,342			463		—		205,805
Current maturities of corporate borrowings and capital and financing lease obligations		6,500			2,880			—		—		9,380

Total current liabilities		21,591			519,914			4,465		—		545,970
Corporate borrowings		2,093,747			—			—		—		2,093,747
Capital and financing lease obligations		—			60,117			—		—		60,117
Deferred revenues—for exhibitor services agreement		—			330,019			—		—		330,019
Other long-term liabilities		—			373,881			39,623		—		413,504

Total liabilities		2,115,338			1,283,931			44,088		—		3,443,357
Stockholder's equity (deficit)		167,440			(324,966	)		80,102		244,864		167,440

Total liabilities and stockholder's equity	$	2,282,778		$	958,965		$	124,190	$	244,864	$	3,610,797

(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 (used in) operating activities	$	(4,417	)	$	141,481		$	193		$	—	$	137,257

Cash flows from investing activities:
Capital expenditures		—			(84,919	)		(164	)		—		(85,083	)
Proceeds from sale/leaseback of digital projection equipment		—			953			—			—		953
Investments in non-consolidated entities, net		1,049			(24,883	)		(1	)		—		(23,835	)
Proceeds from the disposition of long-term assets		—			1,191			—			—		1,191
Other, net		—			(1,200	)		—			—		(1,200	)

Net cash provided by (used in) investing activities		1,049			(108,858	)		(165	)		—		(107,974	)

Cash flows from financing activities:
Deferred financing costs		(667	)		—			—			—		(667	)
Principal payments under capital and financing lease obligations		—			(2,645	)		—			—		(2,645	)
Principle payments under Term Loan		(3,250	)		—			—			—		(3,250	)
Change in construction payables		—			(1,298	)		—			—		(1,298	)
Dividends paid to Parent		(109,581	)		—			—			—		(109,581	)
Change in intercompany advances		116,866			(117,210	)		344			—		—

Net cash provided by (used in) financing activities		3,368			(121,153	)		344			—		(117,441	)

Effect of exchange rate changes on cash and equivalents		—			639			(119	)		—		520

Net increase (decrease) in cash and equivalents		—			(87,891	)		253			—		(87,638	)
Cash and equivalents at beginning of period		—			261,096			40,062			—		301,158

Cash and equivalents at end of period	$	—		$	173,205		$	40,315		$	—	$	213,520

(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	$	26,211		$	88,545		$	55		$	—	$	114,811

Cash flows from investing activities:
Capital expenditures		—			(83,885	)		(200	)		—		(84,085	)
Acquisition of Kerasotes, net of cash acquired		—			(280,606	)		—			—		(280,606	)
Proceeds from sale/leaseback of digital projection equipment		—			4,905			—			—		4,905
Proceeds from NCM, Inc. stock sale		—			102,224			—			—		102,224
Proceeds from disposition of Cinemex		—			1,845			—			—		1,845
Investments in non-consolidated entities, net		—			2,036			—			—		2,036
Proceeds from the disposition of long-term assets		—			58,391			—			—		58,391
Other, net		—			(3,259	)		200			—		(3,059	)

Net cash used in investing activities		—			(198,349	)		—			—		(198,349	)

Cash flows from financing activities:
Repurchase of Senior Subordinated Notes due 2016		(95,098	)		—			—			—		(95,098	)
Payment of tender offer and consent solicitation consideration on Senior Subordinated Notes due 2016		(5,801	)		—			—			—		(5,801	)
Proceeds from issuance of Senior Subordinated Notes due 2020		600,000			—			—			—		600,000
Deferred financing costs		(13,665	)		—			—			—		(13,665	)
Principal payments under capital and financing lease obligations		—			(3,133	)		—			—		(3,133	)
Principal payments under Term Loan		(3,250	)		—			—			—		(3,250	)
Change in construction payables		—			(4,037	)		—			—		(4,037	)
Dividends paid to Parent		(200,218	)		—			—			—		(200,218	)
Change in intercompany advances		(308,179	)		307,724			455			—		—

Net cash provided by (used in) financing activities		(26,211	)		300,554			455			—		274,798

Effect of exchange rate changes on cash and equivalents		—			(60	)		(376	)		—		(436	)

Net decrease in cash and equivalents		—			190,690			134			—		190,824
Cash and equivalents at beginning of period		—			455,242			40,101			—		495,343

Cash and equivalents at end of period	$	—		$	645,932		$	40,235		$	—	$	686,167