AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No 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.

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

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

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

	Thirteen Weeks Ended

	June 28, 2012			June 30, 2011
	(unaudited)
Revenues
Admissions	$	453,782		$	465,739
Concessions		189,461			188,172
Other theatre		30,364			21,647

Total revenues		673,607			675,558

Operating Costs and Expenses
Film exhibition costs		243,829			252,599
Concession costs		26,796			25,535
Operating expense		171,902			174,194
Rent		113,040			112,531
General and administrative:
Merger, acquisition and transaction costs		308			612
Management fee		1,250			1,250
Other		15,326			14,450
Depreciation and amortization		48,382			51,639

Operating costs and expenses		620,833			632,810

Operating income		52,774			42,748
Other expense (income)
Other expense		121			340
Interest expense:
Corporate borrowings		39,759			39,851
Capital and financing lease obligations		1,418			1,498
Equity in earnings of non-consolidated entities		(8,753	)		(496	)
Investment income		(26	)		(25	)

Total other expense		32,519			41,168

Income from continuing operations before income taxes		20,255			1,580
Income tax provision		400			525

Income from continuing operations		19,855			1,055
Loss from discontinued operations, net of income taxes		(1,671	)		(770	)

Net income	$	18,184		$	285

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Thirteen Weeks Ended

	June 28, 2012			June 30, 2011
Net income	$	18,184		$	285
Foreign currency translation adjustment		2,962			(633	)
Pension and other benefit adjustments:
Prior service credit arising during the period		771			—
Amortization of net loss included in net periodic benefit costs		583			1
Amortization of prior service credit included in net periodic benefit costs		(265	)		(223	)
Unrealized gain (loss) on marketable securities:
Unrealized holding gains (loss) arising during the period		1,969			(4,889	)
Less: reclassification adjustment for gains included in investment income		(26	)		—

Other comprehensive income (loss)		5,994			(5,744	)

Total comprehensive income (loss)	$	24,178		$	(5,459	)

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 28, 2012			March 29, 2012

	(unaudited)
ASSETS
Current assets:
Cash and equivalents	$	202,052		$	272,337
Receivables, net		42,211			43,550
Other current assets		89,499			87,866
Current assets held for sale		4,431			—

Total current assets		338,193			403,753
Property, net		865,237			883,697
Intangible assets, net		132,057			135,024
Goodwill		1,923,667			1,923,667
Other long-term assets		299,638			291,851
Noncurrent assets held for sale		1,834			—

Total assets	$	3,560,626		$	3,637,992

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	195,119		$	195,938
Accrued expenses and other liabilities		114,878			149,334
Deferred revenues and income		165,604			174,355
Current maturities of corporate borrowings and capital and financing lease obligations		10,791			61,846
Current liabilities held for sale		3,851			—

Total current liabilities		490,243			581,473
Corporate borrowings		2,086,002			2,087,495
Capital and financing lease obligations		58,629			59,413
Deferred revenues—for exhibitor services agreement		327,043			328,442
Other long-term liabilities		376,131			426,829
Noncurrent liabilities held for sale		43,569			—

Total liabilities		3,381,617			3,483,652

Commitments and contingencies
Stockholder's equity:
Common Stock, 1 share issued with 1¢ par value		—			—
Additional paid-in capital		444,827			444,336
Accumulated other comprehensive loss		(14,209	)		(20,203	)
Accumulated deficit		(251,609	)		(269,793	)

Total stockholder's equity		179,009			154,340

Total liabilities and stockholder's equity	$	3,560,626		$	3,637,992

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Thirteen Weeks Ended

	June 28, 2012			June 30, 2011
	(unaudited)
Cash flows from operating activities:
Net income	$	18,184		$	285
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		48,575			51,818
Theatre and other closure expense		3,427			2,544
Gain on dispositions		(1,020	)		—
Equity in earnings and losses from non-consolidated entities, net of distributions		(8,244	)		1,753
Change in assets and liabilities:
Receivables		200			(17,044	)
Other assets		(5,051	)		(5,274	)
Accounts payable		12,205			41,206
Accrued expenses and other liabilities		(47,452	)		1,150
Other, net		80			(1,111	)

Net cash provided by operating activities		20,904			75,327

Cash flows from investing activities:
Capital expenditures		(19,070	)		(32,018	)
Proceeds from sale/leaseback of digital projection equipment		—			953
Investments in non-consolidated entities, net		1,522			(19,509	)
Proceeds from the disposition of long-term assets		1,069			—
Other, net		(536	)		(1,180	)

Net cash used in investing activities		(17,015	)		(51,754	)

Cash flows from financing activities:
Repurchase of Senior Subordinated Notes due 2014		(51,035	)		—
Deferred financing costs		(90	)		(231	)
Principal payments under capital and financing lease obligations		(804	)		(1,050	)
Principal payments under Term Loan		(2,001	)		(1,625	)
Change in construction payables		(20,670	)		(6,913	)

Net cash used in financing activities		(74,600	)		(9,819	)
Effect of exchange rate changes on cash and equivalents		426			(287	)

Net increase (decrease) in cash and equivalents		(70,285	)		13,467
Cash and equivalents at beginning of period		272,337			301,158

Cash and equivalents at end of period	$	202,052		$	314,625

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 28, 2012

(Unaudited)

AMC Entertainment® Inc. ("AMCE" or the "Company") is an intermediate holding company, which, through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. ("AMC") and its subsidiaries, and AMC Entertainment International, Inc. ("AMCEI") and its subsidiaries (collectively with AMCE, unless the context otherwise requires, the "Company"), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States, Canada, China (Hong Kong), and the United Kingdom.

AMCE is a wholly owned subsidiary of AMC Entertainment Holdings, Inc. ("Parent"), which is owned by J.P. Morgan Partners, LLC and certain related investment funds ("JPMP"), Apollo Management, L.P. and certain related investment funds ("Apollo"), affiliates of Bain Capital Partners ("Bain"), The Carlyle Group ("Carlyle") and Spectrum Equity Investors ("Spectrum") (collectively the "Sponsors").

On May 20, 2012, Parent and Dalian Wanda Group Co., Ltd. ("Wanda"), a Chinese private conglomerate, announced that they signed an agreement pursuant to which Wanda will acquire all of the outstanding capital stock of Parent. Upon the closing, Parent and the Company will become wholly owned subsidiaries of Wanda (the "Proposed Acquisition"). The transaction is valued at approximately $2.6 billion. The consummation of the transaction is subject to customary closing conditions. Wanda and Parent expect to complete the transaction at the end of August.

The accompanying unaudited consolidated financial statements have been prepared in response to the requirements of Form 10-Q and should be read in conjunction with the Company's Annual report on Form 10-K for the year ended March 29, 2012. The March 29, 2012 consolidated balance sheet data was derived from the audited balance sheet included in the Form 10-K, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Company's financial position and results of operations. Due to the seasonal nature of the Company's business, results for the thirteen weeks ended June 28, 2012 are not necessarily indicative of the results to be expected for the fiscal year (52 weeks) ending March 28, 2013. The Company manages its business under one operating segment called Theatrical Exhibition.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles 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 and assumptions are used for, but not limited to: (1) Impairments, (2) Film exhibition costs, (3) Income and operating taxes, (4) Theatre and other closure expense and (5) Gift card and packaged ticket breakage. Actual results could differ from those estimates.

Guest Frequency Program: On April 1, 2011, the Company fully launched AMC Stubs™, a guest frequency program which allows members to earn rewards, including $10 for each $100 spent, redeemable on future purchases at AMC locations. The portion of the admissions and concessions revenues attributed to the rewards is deferred at retail value as a reduction of admissions and concessions revenues, based on member redemptions. Rewards must be redeemed no later than 90 days from the date of issuance. Upon redemption, rewards are recognized as revenues at retail value along

with associated actual cost of goods. Rewards not redeemed within 90 days are forfeited and recognized as admissions or concessions revenues based on original point of sale. The program's annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership period.

Gift Card Breakage Income: Effective March 29, 2012, the Company changed the presentation of gift card breakage income from other income to other theatre revenues, with conforming changes made for the prior year presented.

In July of 2012, the Company sold 6 of its 8 theatres located in Canada. The operations of these 6 theatres have been eliminated from the Company's ongoing operations during the first quarter of fiscal 2013 and the related assets and liabilities have been classified as held for sale. During the second quarter of fiscal 2013, two theatres with 48 screens were sold under an asset purchase agreement to Empire Theatres Limited and 4 theatres with 86 screens were sold under the share purchase agreement to Cineplex, Inc. The total net proceeds from the sales were approximately $1,421,000, and are subject to working capital and other purchase price adjustments as described in these agreements. The Company does not have any significant continuing involvement in the operations of these 6 theatres after the disposition. The results of operations of these 6 theatres have been classified as discontinued operations, and information presented for all periods reflects the new classification.

Components of amounts reflected as loss from discontinued operations in the Company's Consolidated Statements of Income are presented in the following table:

	Thirteen Weeks Ended

(In thousands)	June 28, 2012			June 30, 2011
	(unaudited)
Revenues
Admissions	$	10,724		$	12,351
Concessions		3,882			4,392
Other revenue		316			272

Total revenues		14,922			17,015

Operating costs and expenses
Film exhibition costs		5,752			6,616
Concession costs		713			721
Operating expense		4,995			5,536
Rent		4,893			4,726
General and administrative:
Other		—			—
Depreciation and amortization		193			179

Operating costs and expenses		16,546			17,778

Operating loss		(1,624	)		(763	)
Other expense (income)
Other expense		—			—
Interest expense		—			—
Corporate borrowings		—			—
Capital and financing lease obligations		—			—
Investment income		(2	)		(2	)

Total other expense		(2	)		(2	)

Loss before income taxes		(1,622	)		(761	)
Income tax provision		—			—

Net loss	$	(1,622	)	$	(761	)

On December 29, 2008, the Company sold all of its interests in Cinemex, which then operated 44 theatres with 493 screens primarily in the Mexico City Metropolitan Area, to Entretenimiento GM de Mexico S.A. de C.V. ("Entretenimiento"). As of June 28, 2012, the Company estimates that it is contractually entitled to receive an additional $6,208,000 of the purchase price related to tax payments and refunds. While the Company believes it is entitled to these amounts from Cinemex, the collection

will require litigation, which was initiated by the Company on April 30, 2010. Resolution could take place over a prolonged period. In fiscal 2010, as a result of the litigation, the Company established an allowance for doubtful accounts related to this receivable and directly charged off the receivable amount as uncollectible. The Company does not have any significant continuing involvement in the operations of the Cinemex theatres after the disposition. The results of operations of the Cinemex theatres have been classified as discontinued operations for all periods presented. Components of amounts reflected as loss from discontinued operations in the Company's Consolidated Statements of Income are presented in the following table:

	Thirteen Weeks Ended

(In thousands)	June 28, 2012			June 30, 2011
	(unaudited)
Operating costs and expenses
Loss on disposal of Cinemex	$	49		$	9

Operating costs and expenses		49			9

Operating loss		(49	)		(9	)
Loss before income taxes		(49	)		(9	)
Income tax provision		—			—

Net loss	$	(49	)	$	(9	)

AMCE has one share of Common Stock issued as of June 28, 2012, which is owned by Parent.

The Company has no stock-based compensation arrangements of its own, but Parent has adopted a stock-based compensation plan. The Company has recorded stock-based compensation expense of $491,000 within general and administrative: other during both of the thirteen weeks ended June 28, 2012 and June 30, 2011. Compensation expense for stock options and restricted stock are recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company's financial statements reflect an increase to additional paid-in capital related to stock-based compensation of $491,000 during fiscal 2013. As of June 28, 2012, there was approximately $3,921,000 of total estimated unrecognized compensation cost related to nonvested stock-based compensation arrangements expected to be recognized over a weighted average 2.0 years.

The 2010 Equity Incentive Plan ("Plan") provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, other stock-based awards or performance-based compensation awards and permits a maximum of 39,312 shares of common stock of

Parent to be issued under the Plan. As of June 28, 2012, approximately 28,580 shares were available for grant under the Plan, including 2,914 shares awarded that have not been granted. The Company accounts for stock options using the fair value method of accounting and has elected to use the simplified method for estimating the expected term of "plain vanilla" share option grants, as it does not have enough historical experience to provide a reasonable estimate.

The award agreements, which consisted of grants of non-qualified stock options, restricted stock (time vesting), and restricted stock (performance vesting) to certain of its employees under the 2010 Equity Incentive Plan, generally have the following features, subject to discretionary approval by Parent's compensation committee:

The following table represents the unvested restricted stock (time vesting) and (performance vesting) activity for the thirteen weeks ended June 28, 2012:

Investments in non-consolidated affiliates and certain other investments accounted for following the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control. Investments in non-consolidated affiliates as of June 28, 2012, include a 15.47% interest in National CineMedia, LLC ("NCM"), a 50% interest in two U.S. theatres and one IMAX screen, a 26.22% equity interest in Movietickets.com ("MTC"), a 29% interest in Digital Cinema Implementation Partners, LLC ("DCIP"), and a 50% interest in Open Road Releasing, LLC, operator of Open Road Films, LLC ("ORF"). The Company sold its 50% interest in Midland Empire Partners, LLC in June 2012. Indebtedness held by equity method investees is non-recourse to the Company.

RealD Inc. Common Stock. The Company holds an investment in RealD Inc. common stock, which is accounted for as an equity security, available for sale, and is recorded in the Consolidated Balance Sheets in other long-term assets at fair value (Level 1).

Condensed financial information of our non-consolidated equity method investments is shown below. Amounts are presented under U.S. GAAP for the periods of ownership by the Company.

The components of the Company's recorded equity in earnings (loss) of non-consolidated entities are as follows:

DCIP Transactions. As of June 28, 2012 and March 29, 2012, the Company had recorded $1,698,000 and $1,437,000 respectively, of amounts due from DCIP related to equipment purchases made on behalf of DCIP for the installation of digital projection systems. After the projectors are installed and the Company is reimbursed for its installation costs, the Company will make capital contributions to DCIP for projector and installation costs in excess of the cap ($68,000 per system for digital conversions). The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years, including scheduled escalations of rent to commence after six and one-half years from the inception of the agreement. The difference between the cash rent and straight-line rent is recorded to

deferred rent, a long-term liability account. As of June 28, 2012 and March 29, 2012, the Company had recorded $6,068,000 and $5,003,000 of deferred rent liability, respectively. The Company recorded digital equipment rental expense for continuing operations of $2,141,000 and $1,504,000 during the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively.

Open Road Films Transactions. As of June 28, 2012 and March 29, 2012, the Company had recorded $1,069,000 and $597,000 of amounts due from Open Road Films for promoted content and has recorded $91,000 and $1,843,000 of amounts payable for film rentals, respectively. The Company earns a percentage of the gross profits of certain films distributed by Open Road Films for promoted content by providing marketing services (including trailer coverage, website advertising and other promotional materials). The Company receives a distribution for promoted content annually and records the earned amount of promoted content monthly as a credit to film exhibition costs. The Company has incurred approximately $1,100,000 in gross film exhibition costs on titles distributed by Open Road Films during the thirteen weeks ended June 28, 2012.

NCM Transactions. As of June 28, 2012, the Company owns 17,323,782 units, or a 15.47% interest, in NCM. As a founding member, the Company has the ability to exercise significant influence over the governance of NCM, and, accordingly accounts for its investment following the equity method. The estimated fair market value of the units in NCM was approximately $250,675,000, based on the publically quoted price per share of NCM, Inc. on June 28, 2012 of $14.47 per share.

As of June 28, 2012 and March 29, 2012, the Company had recorded $2,053,000 and $1,909,000 respectively, of amounts due from NCM related to on-screen advertising revenue and theatre rent. As of June 28, 2012 and March 29, 2012, the Company had recorded $1,584,000 and $1,823,000 respectively, of amounts due to NCM related to the Exhibitor Services Agreement. The Company recorded revenues for advertising from NCM of $6,643,000 and $6,220,000 during the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively. The Company recorded NCM advertising expenses related to beverage advertising of $3,483,000 and $3,630,000 during the thirteen weeks ended June 28, 2012 and June 30, 2011.

The Company recorded the following changes in the carrying amount of its investment in NCM and equity in earnings of NCM during the thirteen weeks ended June 28, 2012:

(In thousands)	Investment in NCM(1)			Deferred Revenue(2)			Cash Received		Equity in (Earnings)			Advertising (Revenue)

Ending balance March 29, 2012	$	71,517		$	(328,442	)
Receipt of excess cash distributions		(130	)		—		$	509	$	(379	)	$	—
Change in interest loss		(16	)		—			—		16			—
Amortization of deferred revenue		—			1,399			—		—			(1,399	)
Equity in earnings(3)		83			—			—		(83	)		—

For the period ended or balance as of June 28, 2012	$	71,454		$	(327,043	)	$	509	$	(446	)	$	(1,399	)

(1): Represents AMC's investment in 519,979 common membership units originally valued at March 27, 2008, 224,828 common membership units originally valued at March 17, 2009, 70,424 common membership units originally valued at March 17, 2010, and 3,601,811 common membership units originally valued at June 14, 2010 received under the Common Unit Adjustment Agreement dated as of February 13, 2007 (Tranche 2 Investments). AMC's investment in 12,906,740 common membership units (Tranche 1 Investment) is carried at zero cost.
(2): Represents the unamortized portion of the Exhibitor Services Agreement (ESA) modifications payment received from NCM. Such amounts are being amortized to revenues over the remainder of the 30 year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, Sales of Future Revenues).
(3): Represents equity in earnings on the Tranche 2 Investments only.

Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:

Recurring Fair Value Measurements. The following table summarizes the fair value hierarchy of the Company's financial assets carried at fair value on a recurring basis as of June 28, 2012:

			Fair Value Measurements at June 28, 2012 Using

(In thousands)	Total Carrying Value at June 28, 2012		Quoted prices in active market (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
*Other long-term assets:*
Money Market Mutual Funds	$	82	$	82	$	—	$	—
Equity securities, available-for-sale:
RealD Inc. Common Stock		17,975		17,975		—		—
Mutual Fund Large U.S. Equity		2,093		2,093		—		—
Mutual Fund Small/Mid U.S. Equity		381		381		—		—
Mutual Fund International		198		198		—		—
Mutual Fund Broad U.S. Equity		41		41		—		—
Mutual Fund Balance		123		123		—		—
Mutual Fund Fixed Income		301		301		—		—

Total assets at fair value	$	21,194	$	21,194	$	—	$	—

Valuation Techniques. The Company's money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity securities, available-for-sale, primarily consist of common stock and mutual funds invested in equity, fixed income, and international funds and are measured at fair value using quoted market prices. The unrealized gain on the equity securities recorded in accumulated other comprehensive loss as of June 28, 2012 was approximately $8,586,000.

Other Fair Value Measurement Disclosures. The Company is required to disclose the fair value of financial instruments that are not recognized in the statement of financial position for which it is practicable to estimate that value:

During the thirteen weeks ended June 28, 2012, the Company recognized $3,427,000 of theatre and other closure expense primarily related to the early termination of a lease agreement and accretion on previously closed properties with remaining lease obligations.

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

The difference between the effective tax rate on earnings from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows:

	Thirteen Weeks Ended

(In thousands)	June 28, 2012			June 30, 2011
Income tax expense at the federal statutory rate	$	7,100		$	550
Effect of:
State income taxes		400			525
Permanent items		250			—
Change in ASC 740 (formally FIN 48) reserve		600			(900	)
Valuation allowance		(7,950	)		350

Income tax expense	$	400		$	525

Effective income tax rate		2.0	%		33.2	%

The accounting for income taxes requires that deferred tax assets and liabilities be recognized, using enacted tax rates, for the tax effect of temporary differences between the financial reporting and tax bases of recorded assets and liabilities. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.

The current period decrease related to ASC 740, Income Taxes, (formally FIN 48) reserve includes increases for the current year positions of $600,000.

The state tax provision was for the states that impose their income based taxes on a gross sales method, that impose a margin tax or that have suspended the use of net operating loss carryforwards into the current tax year.

The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans generally covering all employees who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first twelve months of employment, or in a calendar year ending thereafter, and who were not covered by a collective bargaining agreement. The Company also offers eligible retirees the opportunity to participate in a health plan. Certain employees are eligible for subsidized postretirement medical benefits. The eligibility for these benefits is based upon a participant's age and service as of January 1, 2009.

The Company expects to make pension contributions of approximately $888,000 per quarter for a total of approximately $3,552,000 during fiscal 2013.

Net periodic benefit cost recognized for the plans during the thirteen weeks ended June 28, 2012 and June 30, 2011 consists of the following:

	Pension Benefits						Other Benefits

(In thousands)	June 28, 2012			June 30, 2011			June 28, 2012			June 30, 2011
Components of net periodic benefit cost:
Service cost	$	45		$	45		$	44		$	37
Interest cost		1,159			1,160			257			295
Expected return on plan assets		(1,070	)		(1,116	)		—			—
Amortization of net loss		531			1			52			—
Amortization of prior service credit		—			—			(265	)		(223	)

Net periodic benefit cost	$	665		$	90		$	88		$	109

On April 6, 2012, the Company redeemed $51,035,000 aggregate principal amount of its 8.00% Senior Subordinated Notes due 2014 (the "Notes due 2014") at a price of $1,000 per $1,000 principal amount. The Company used the net proceeds from the issuance of the Senior Secured Credit Facility term loans (the "Term Loan due 2018"), which was borrowed on February 22, 2012, to pay for the consideration of the Cash Tender Offer plus accrued and unpaid interest on the principal amount of the Notes due 2014. The Company recorded a loss on extinguishment related to the Cash Tender Offer of $121,000 in Other expense during the thirteen weeks ended June 28, 2012. At June 28, 2012, the aggregate outstanding principal amount for the Notes due 2014 was $140,000,000.

The Proposed Acquisition by Wanda will constitute a "change of control" under the indentures governing the Company's outstanding Notes due 2014. If the closing of the Proposed Acquisition occurs, the Company currently intends to retire or redeem all of its outstanding Notes due 2014 at par on the earliest practicable date following the closing, using a combination of cash on hand and funds contributed to the Company by Wanda.

On June 22, 2012, the Company announced it had received the requisite consents from holders of each of its 8.75% Senior Notes due 2019 (the "Notes due 2019") and its 9.75% Senior Subordinated Notes due 2020 (the "Notes due 2020) and, together, (the "Notes") for (i) a waiver of the requirement for AMCE to comply with the "change of control" covenant in each of the Indenture governing the Notes due 2019 and the Indenture governing the Notes due 2020 and, together, (the "Indentures") in connection with the Proposed Acquisition (the "Waivers"), including the Company's obligation to make a "change of control offer" in connection with the Proposed Acquisition with respect to each series of Notes, and (ii) certain amendments to the Indentures to reflect the change in ownership going forward by adding Wanda and its affiliates to the definition of "Permitted Holder" under each of the Indentures. The Company entered into supplemental indentures to give effect to the Waivers and certain amendments to the Indentures, which will become operative upon payment of the applicable consent fee immediately prior to the closing of the Proposed Acquisition. The holders of each of the Notes due 2019 and Notes due 2020, who validly consented to the Waiver and the proposed amendments, will be eligible to receive a consent fee of $2.50 per $1,000 principal amount at the closing date of the Proposed Acquisition.

On July 2, 2012, the Company entered into a waiver and fourth amendment to its credit agreement dated as of January 26, 2006 (the "Credit Agreement") to, among, other things: (i) waive a certain specified default that would otherwise occur upon the change of control effected by the Proposed Acquisition, (ii) permit AMCE to change its fiscal year after completion of the Proposed Acquisition, (iii) reflect the change in ownership going forward by restating the definition of "Permitted Holder" to include only Wanda and its affiliates under the Credit Agreement in connection with the Proposed Acquisition, (iv) provide for a minimum LIBOR percentage of 1.00%, from, and only after, the completion of the Proposed Acquisition, to the Credit Facility term loans due December 2016 ("Term Loan due 2016"), and (v) provide for an interest rate of L+375 basis points to the Credit Facility term loans due January 2018 ("Term Loan due 2018"), from and only after, the completion of the Proposed Acquisition. The current interest rates for borrowings under the Term Loan due 2016 is 3.25%, which is based on LIBOR, and the interest rates for borrowings under the Term Loan due 2018 is 4.25%, which is based on LIBOR plus 3.25% and is subject to a 1.00% minimum LIBOR rate with respect to LIBOR borrowings.

As of June 28, 2012, the Company was in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Notes due 2020, the Notes due 2019, and the Notes due 2014.

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	$	—		$	451,162		$	2,620		$	—		$	453,782
Concessions		—			188,284			1,177			—			189,461
Other theatre		—			30,187			177			—			30,364

Total revenues		—			669,633			3,974			—			673,607

Operating Costs and Expenses
Film exhibition costs		—			242,556			1,273			—			243,829
Concession costs		—			26,532			264			—			26,796
Operating expense		30			170,301			1,571			—			171,902
Rent		—			111,941			1,099			—			113,040
General and administrative:
Merger, acquisition and transaction costs		—			308			—			—			308
Management fee		—			1,250			—			—			1,250
Other		—			15,326			—			—			15,326
Depreciation and amortization		—			48,345			37			—			48,382

Operating costs and expenses		30			616,559			4,244			—			620,833

Operating income (loss)		(30	)		53,074			(270	)		—			52,774
Other expense (income)
Equity in net income of subsidiaries		(14,829	)		(1,064	)		—			15,893			—
Other expense		—			121			—			—			121
Interest expense:
Corporate borrowings		39,765			51,471			—			(51,477	)		39,759
Capital and financing lease obligations		—			1,418			—			—			1,418
Equity in (earnings) losses of non-consolidated entities		46			(7,465	)		(1,334	)		—			(8,753	)
Investment income		(43,196	)		(8,307	)		—			51,477			(26	)

Total other expense		(18,214	)		36,174			(1,334	)		15,893			32,519

Income from continuing operations before income taxes		18,184			16,900			1,064			(15,893	)		20,255
Income tax provision		—			400			—			—			400

Income from continuing operations		18,184			16,500			1,064			(15,893	)		19,855
Loss from discontinued operations, net of income taxes		—			(1,671	)		—			—			(1,671	)

Net income	$	18,184		$	14,829		$	1,064		$	(15,893	)	$	18,184

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

Revenues
Admissions	$	—		$	462,252		$	3,487		$	—		$	465,739
Concessions		—			186,841			1,331			—			188,172
Other theatre		—			21,337			310			—			21,647

Total revenues		—			670,430			5,128			—			675,558

Operating costs and expenses
Film exhibition costs		—			251,012			1,587			—			252,599
Concession costs		—			25,273			262			—			25,535
Operating expense		—			171,793			2,401			—			174,194
Rent		—			111,218			1,313			—			112,531
General and administrative:
Merger, acquisition and transaction costs		—			612			—			—			612
Management fee		—			1,250			—			—			1,250
Other		—			14,414			36			—			14,450
Depreciation and amortization		—			51,529			110			—			51,639

Operating costs and expenses		—			627,101			5,709			—			632,810

Operating income (loss)		—			43,329			(581	)		—			42,748
Other expense (income)
Equity in net loss of subsidiaries		2,946			846			—			(3,792	)		—
Other expense		—			340			—			—			340
Interest expense
Corporate borrowings		39,874			50,936			—			(50,959	)		39,851
Capital and financing lease obligations		—			1,498			—			—			1,498
Equity in (earnings) losses of non-consolidated entities		(92	)		(669	)		265			—			(496	)
Investment income		(43,538	)		(7,446	)		—			50,959			(25	)

Total other expense		(810	)		45,505			265			(3,792	)		41,168

Income (loss) from continuing operations before income taxes		810			(2,176	)		(846	)		3,792			1,580
Income tax provision		525			—			—			—			525

Income (loss) from continuing operations		285			(2,176	)		(846	)		3,792			1,055
Loss from discontinued operations, net of income taxes		—			(770	)		—			—			(770	)

Net income (loss)	$	285		$	(2,946	)	$	(846	)	$	3,792		$	285

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

Assets
Current assets:
Cash and equivalents	$	286	$	160,440		$	41,326	$	—		$	202,052
Receivables, net		880		41,257			74		—			42,211
Other current assets		—		87,307			2,192		—			89,499
Current assets held for sale		—		4,431			—		—			4,431

Total current assets		1,166		293,435			43,592		—			338,193
Investment in equity of subsidiaries		243,249		54,546			—		(297,795	)		—
Property, net		—		865,159			78		—			865,237
Intangible assets, net		—		132,057			—		—			132,057
Intercompany advances		2,005,518		(2,057,068	)		51,550		—			—
Goodwill		—		1,923,667			—		—			1,923,667
Other long-term assets		33,941		265,542			155		—			299,638
Noncurrent assets held for sale		—		1,834			—		—			1,834

Total assets	$	2,283,874	$	1,479,172		$	95,375	$	(297,795	)	$	3,560,626

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—	$	194,232		$	887	$	—		$	195,119
Accrued expenses and other liabilities		10,859		102,459			1,560		—			114,878
Deferred revenues and income		—		165,564			40		—			165,604
Current maturities of corporate borrowings and capital and financing lease obligations		8,004		2,787			—		—			10,791
Current liabilities held for sale		—		3,851			—		—			3,851

Total current liabilities		18,863		468,893			2,487		—			490,243
Corporate borrowings		2,086,002		—			—		—			2,086,002
Capital and financing lease obligations		—		58,629			—		—			58,629
Deferred revenues—for exhibitor services agreement		—		327,043			—		—			327,043
Other long-term liabilities		—		337,789			38,342		—			376,131
Noncurrent liabilities held for sale		—		43,569			—		—			43,569

Total liabilities		2,104,865		1,235,923			40,829		—			3,381,617
Stockholder's equity		179,009		243,249			54,546		(297,795	)		179,009

Total liabilities and stockholder's equity	$	2,283,874	$	1,479,172		$	95,375	$	(297,795	)	$	3,560,626

(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.

Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(20,515	)	$	41,613		$	(194	)	$	—	$	20,904

Cash flows from investing activities:
Capital expenditures		—			(19,067	)		(3	)		—		(19,070	)
Investments in non-consolidated entities, net		—			(195	)		1,717			—		1,522
Proceeds from the disposition of long-term assets		—			1,069			—			—		1,069
Other, net		—			(536	)		—			—		(536	)

Net cash provided by (used in) investing activities		—			(18,729	)		1,714			—		(17,015	)

Cash flows from financing activities:
Repurchase of Senior Subordinated Notes due 2014		(51,035	)		—			—			—		(51,035	)
Deferred financing costs		(90	)		—			—			—		(90	)
Principal payments under capital and financing lease obligations		—			(804	)		—			—		(804	)
Principle payments under Term Loan		(2,001	)		—			—			—		(2,001	)
Change in construction payables		—			(20,670	)		—			—		(20,670	)
Change in intercompany advances		73,241			(73,196	)		(45	)		—		—

Net cash provided by (used in) financing activities		20,115			(94,670	)		(45	)		—		(74,600	)

Effect of exchange rate changes on cash and equivalents		—			217			209			—		426

Net increase (decrease) in cash and equivalents		(400	)		(71,569	)		1,684			—		(70,285	)
Cash and equivalents at beginning of period		686			232,009			39,642			—		272,337

Cash and equivalents at end of period	$	286		$	160,440		$	41,326		$	—	$	202,052

(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	$	(22,656	)	$	97,371		$	612		$	—	$	75,327

Cash flows from investing activities:
Capital expenditures		—			(31,931	)		(87	)		—		(32,018	)
Proceeds from sale/leaseback transactions		—			953			—			—		953
Investments in non-consolidated entities, net		—			(19,508	)		(1	)		—		(19,509	)
Other, net		—			(1,180	)		—			—		(1,180	)

Net cash used in investing activities		—			(51,666	)		(88	)		—		(51,754	)

Cash flows from financing activities:
Deferred financing costs		(231	)		—			—			—		(231	)
Principal payments under capital and financing lease obligations		—			(1,050	)		—			—		(1,050	)
Principle payments under Term Loan		(1,625	)		—			—			—		(1,625	)
Change in construction payables		—			(6,913	)		—			—		(6,913	)
Change in intercompany advances		24,512			(24,698	)		186			—		—

Net cash provided by (used in) financing activities		22,656			(32,661	)		186			—		(9,819	)

Effect of exchange rate changes on cash and equivalents		—			(36	)		(251	)		—		(287	)

Net increase in cash and equivalents		—			13,008			459			—		13,467
Cash and equivalents at beginning of period		—			261,096			40,062			—		301,158

Cash and equivalents at end of period	$	—		$	274,104		$	40,521		$	—	$	314,625

The Company, in the normal course of business, is party to various legal actions. Except as described below, management believes that the potential exposure, if any, from such matters would not have a material adverse effect on the financial condition, cash flows or results of operations of the Company.

United States of America v. AMC Entertainment Inc. and American Multi-Cinema, Inc. (No. 99 01034 FMC (SHx), filed in the U.S. District Court for the Central District of California). On January 29, 1999, the Department of Justice (the "Department") filed suit alleging that the Company's stadium style theatres violated the ADA and related regulations. The Department alleged the Company had failed to provide persons in wheelchairs seating arrangements with lines-of-sight comparable to the general public. The Department alleged various non-line-of-sight violations as well.

The Company and the Department reached a settlement regarding the extent of betterments and remedies required for line-of-sight violations which the trial court approved on November 29, 2010. On January 21, 2003, the trial court entered summary judgment in favor of the Department on the non-line-of-sight matters. On December 5, 2003, the trial court entered a consent order and final judgment on non-line-of-sight issues under which the Company agreed to remedy certain violations at its stadium-style theatres and at certain theatres it may open in the future. Currently the Company estimates that these betterments will be required at approximately 140 stadium-style theatres. The Company estimates that the total cost of these betterments will be approximately $60,000,000, and through June 28, 2012 the Company has incurred and capitalized approximately $53,329,000 of these costs. The estimate is based on actual costs incurred on remediation work completed to date.

Michael Bateman v. American Multi-Cinema, Inc. (No. CV07-00171). In January 2007, a class action complaint was filed against the Company in the Central District of the United States District Court of California (the "District Court") alleging violations of the Fair and Accurate Credit Transactions Act ("FACTA"). FACTA provides in part that neither expiration dates nor more than the last 5 numbers of a credit or debit card may be printed on receipts given to customers. FACTA imposes significant penalties upon violators where the violation is deemed to have been willful. Otherwise damages are limited to actual losses incurred by the card holder. On October 11, 2011, the District Court granted final approval of the class action settlement. The settlement did not have a material adverse impact to the Company's financial condition, results of operations or cash flows. A Notice of Appeal to the Ninth Circuit Court of Appeals from the District Court's final approval order was filed by a putative class member who objected to the class settlement in the district court; the appeal is pending.

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

In July 2012, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2012-02, Intangibles-Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment, ("ASU 2012-02"). Under this amendment, an entity will have an option to first assess the qualitative factors to determine whether the existence of events and

circumstances indicates that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. ASU 2012-02 will be effective for the indefinite-lived intangible asset impairment test performed for fiscal years beginning after September 15, 2012, and is effective for the Company in fiscal 2014. Early adoption is permitted. The Company does not expect the adoption of ASU 2012-02 to have a material impact on the Company's consolidated financial position, cash flows, or results of operations.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220)—Presentation of Comprehensive Income, ("ASU 2011-05"). This ASU provides companies with an option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two-separate but consecutive statements. This ASU eliminated the option of presenting the components of other comprehensive income as part of the statement of changes in stockholder's equity. In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220)—Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standard Update No. 2011-05, ("ASU 2011-12"), which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. ASU 2011-05 and the deferrals in ASU 2011-12 will be effective for fiscal years and interim periods within those years, beginning after December 15, 2011 with retrospective application required. The Company adopted these accounting standard updates as of the beginning of fiscal 2013 and included the presentation requirements in its consolidated financial statements as of the first quarter of fiscal 2013.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurements (Topic 820)—Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs, ("ASU 2011-04"). This ASU will require disclosures regarding transfers between Level 1 and Level 2 of the fair value hierarchy, disclosures about the sensitivity of a fair value measurement categorized within Level 3 of the fair value hierarchy, and the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position, but for which the fair value of such items is required to be disclosed. ASU 2011-04 will be effective during interim and annual periods beginning after December 15, 2011 and was effective for the Company as of the beginning of fiscal 2013. See Note 5—Fair Value Measurements for the required disclosures.

In connection with the merger with LCE Holdings Inc., Parent, AMCE and the Sponsors entered into an Amended and Restated Fee Agreement, which provides for an annual management fee of $5,000,000, payable quarterly and in advance to each Sponsor, on a pro rata basis, until the earlier of (i) the twelfth anniversary from December 23, 2004, and (ii) such time as the sponsors own less than 20% in the aggregate of Parent. In addition, the fee agreement provided for reimbursements by AMCE to the Sponsors for their out-of-pocket expenses and to Parent of up to $3,500,000 for fees payable by Parent in any single fiscal year in order to maintain its corporate existence, corporate overhead expenses and salaries or other compensation of certain employees. The Amended and Restated Fee Agreement terminated on June 11, 2007, the date of the holdco merger, and was superseded by a substantially identical agreement entered into by AMC Entertainment Holdings, Inc., AMCE, the Sponsors and Parents' other stockholders.

Upon the consummation of a change in control transaction or an initial public offering, each of the Sponsors will be entitled to receive, in lieu of quarterly payments of the annual management fee, a fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the fee agreement (assuming a twelve year term from the date of the original fee agreement), calculated using the treasury rate having a final maturity date that is closest to the twelfth anniversary of the date of the original fee agreement date. As of June 28, 2012, the Company estimates that this amount would be $20,924,000.

The fee agreement also provides that the Company will indemnify the Sponsors against all losses, claims, damages and liabilities arising in connection with the management services provided by the Sponsors under the fee agreement.

Pursuant to its tax sharing arrangement, the Company has recorded $32,500,000 due from Parent related to AMCE tax benefits utilized as part of the consolidated tax return.

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

In addition to historical information, this Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act." The words "forecast," "estimate," "project," "intend," "expect," "should," "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations of AMC Entertainment Inc.," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty.

Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For further information about these and other risks and uncertainties, see Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended March 29, 2012 and in this Quarterly Report on Form 10-Q.

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

We are one of the world's leading theatrical exhibition companies. During the thirteen weeks ended June 28, 2012, we permanently closed one theatre with 10 screens in the U.S., permanently closed one theatre operated pursuant to a joint venture with 6 screens, temporarily closed two theatres with 19 screens in the U.S. to remodel into dine-in theatres, and classified 6 theatres with 134 screens located in Canada as discontinued operations. As of June 28, 2012, we owned, operated or had interests in 338 theatres and 4,865 screens.

Our Theatrical Exhibition revenues are generated primarily from box office admissions and theatre concession sales. The balance of our revenues are generated from ancillary sources, including on-screen advertising, fees earned from the AMC Stubs™ guest frequency membership program, rental of theatre auditoriums, breakage income from gift card and packaged tickets sales, on-line ticketing fees and arcade games located in theatre lobbies.

Box office admissions are our largest source of revenue. We predominantly license "first-run" films from distributors owned by major film production companies and from independent distributors. We license films on a film-by-film and theatre-by-theatre basis. Film exhibition costs are accrued based on the applicable admissions revenues and estimates of the final settlement pursuant to our film licenses. Licenses that we enter into typically state that rental fees are based on either aggregate terms established prior to the opening of the picture or on a mutually agreed settlement upon the conclusion of the picture run. Under an aggregate terms formula, we pay the distributor a specified percentage of box office gross or pay based on a scale of percentages tied to different amounts of box office gross. The settlement process allows for negotiation based upon how a film actually performs.

Technical innovation has allowed us to enhance the consumer experience through premium formats such as IMAX, 3D and other large screen formats. When combined with our major markets' customer base, the operating flexibility of digital technology will enhance our capacity utilization and dynamic pricing capabilities. This will enable us to achieve higher ticket prices for premium formats and provide incremental revenue from the exhibition of alternative content such as live concerts, sporting events, Broadway shows, opera and other non-traditional programming. Within each of our major markets, we are able to charge a premium for these services relative to our smaller markets. We will continue to broaden our content offerings through the installation of additional IMAX, and ETX (our proprietary large screen format) and the presentation of attractive alternative content.

Concessions sales are our second largest source of revenue after box office admissions. Concessions items traditionally include popcorn, soft drinks, candy and hot dogs. Different varieties of concession items are offered at our theatres based on preferences in that particular geographic region. Our strategy emphasizes prominent and appealing concessions counters designed for rapid service and efficiency including a guest friendly self-serve experience. We design our theatres to have more concessions capacity to make it easier to serve larger numbers of customers. Strategic placement of large concessions stands within theatres increases their visibility, aids in reducing the length of lines, allows flexibility to introduce new concepts and improves traffic flow around the concessions stands. To address recent consumer trends, we are expanding our menu of premium food and beverage products to include made-to-order drinks and meals, customized coffee, healthy snacks, alcohol and other gourmet products. We plan to invest across a spectrum of enhanced food and beverage formats, from simple, less capital-intensive concession design improvements to the development of new dine-in theatre options to rejuvenate theatres approaching the end of their useful lives as traditional movie theatres and, in some of our larger theatres, to more efficiently leverage their additional capacity. The costs of these conversions in some cases are partially covered by investments from the theatre landlord. We have successfully implemented our dine-in theatre concepts at 8 locations, which feature full kitchen facilities, seat-side servers and a separate bar and lounge area. We plan to continue to invest in one or more enhanced food and beverage offerings over the next three years across 85 to 110 theatres.

Our revenues are dependent upon the timing and popularity of film releases by distributors. The most marketable films are usually released during the summer and the calendar year-end holiday seasons. Therefore, our business is highly seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. Our results of operations may vary significantly from quarter to quarter.

During fiscal 2012, films licensed from our six largest distributors based on revenues accounted for approximately 83% of our U.S. and Canada admissions revenues. Our revenues attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor's films in any given year.

During the period from 1990 to 2011, the annual number of first-run films released by distributors in the United States ranged from a low of 370 in 1995 to a high of 638 in 2008, according to Motion Picture Association of America 2011 MPAA Theatrical Market Statistics. The number of digital 3D films released annually increased to a high of 45 in 2011 from a low of 0 during this same time period.

We continually upgrade the quality of our theatre circuit by adding new screens through new builds (including expansions) and acquisitions, substantial upgrades to seating concepts, expansion of food and beverage offerings, including dine-in theatres, and by disposing of older screens through closures and sales. We are an industry leader in the development and operation of theatres. Typically our theatres have 12 or more screens and offer amenities to enhance the movie-going experience, such as stadium seating providing unobstructed viewing, digital sound and enhanced seat design. We have increased our 3D enabled screens, including ETX 3D enabled screens, by 24 to 2,171 screens and our IMAX screens by 14 to 124 screens since June 30, 2011; and as of June 28, 2012, approximately 47.2% of our screens were 3D enabled screens, including IMAX 3D enabled screens, and approximately 2.5% of our screens were IMAX 3D enabled screens. We are the largest IMAX exhibitor in the world with a 45% market share in the United States and each of our IMAX local installations is protected by geographic exclusivity. On July 16, 2012, we, along with the IMAX Corporation, announced an expansion of our existing joint revenue sharing arrangement to include the installation of 8 confirmed and up to 18 additional IMAX theatres in the United States.

In July of 2012, we sold 6 of the 8 theatres located in Canada. The operations of these 6 theatres have been eliminated from our ongoing operations during the first quarter of fiscal 2013 and the related assets and liabilities have been classified as held for sale. During the second quarter of fiscal 2013, two theatres with 48 screens were sold under an asset purchase agreement to Empire Theatres Limited and 4 theatres with 86 screens were sold under the share purchase agreement to Cineplex, Inc. The total net proceeds from the sales were approximately $1,421,000, and are subject to working capital and other purchase price adjustments as described in these agreements. We do not have any significant continuing involvement in the operations of these 6 theatres after the disposition. The results of operations of these 6 theatres have been classified as discontinued operations, and information presented for all periods reflects the new classification. We are in discussions with the landlords regarding the ongoing operations at the remaining 2 theatres located in Canada.

On May 20, 2012, Parent and Dalian Wanda Group Co., Ltd., a Chinese private conglomerate, announced that they signed an agreement pursuant to which Wanda will acquire all of the outstanding capital stock of Parent. Upon the closing, Parent and the Company will become wholly owned Subsidiaries of Wanda. The transaction is valued at approximately $2.6 billion. The consummation of the transaction is subject to customary closing conditions. Wanda and Parent expect to complete the transaction at the end of August.

On April 6, 2012, we redeemed $51,035,000 aggregate principal amount of our 8.00% Senior Subordinated Notes due 2014 (the "Notes due 2014") at a price of $1,000 per $1,000 principal amount. We used the net proceeds from the issuance of the Senior Secured Credit Facility term loans (the "Term Loan due 2018"), which was borrowed on February 22, 2012, to pay for the consideration of the

Cash Tender Offer plus accrued and unpaid interest on the principal amount of the Notes due 2014. We recorded a loss on extinguishment related to the Cash Tender Offer of $121,000 in Other expense during the thirteen weeks ended June 28, 2012.

On April 1, 2011, we fully launched AMC Stubs, a guest frequency program, which allows members to earn rewards, including $10 for each $100 spent, redeemable on future purchases at AMC locations. The portion of the admissions and concessions revenues attributed to the rewards is deferred as a reduction of admissions and concessions revenues, based on member redemptions. Rewards must be redeemed no later than 90 days from the date of issuance. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. Rewards not redeemed within 90 days are forfeited and recognized as admissions or concessions revenues based on original point of sale. The program's annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership period.

During our launch of AMC Stubs in the prior fiscal year, admissions and concessions revenues were reduced due to the ramp up in membership causing more rewards to be earned than redeemed. AMC Stubs membership has stabilized during the current fiscal year, resulting in a much less pronounced impact on admissions and concessions revenues. The following table reflects AMC Stubs activity during the thirteen weeks ended June 28, 2012:

							AMC Stubs Revenue for Thirteen Weeks Ended June 28, 2012

(In thousands)	Deferred Membership Fees			Deferred Rewards			Other Theatre Revenues (Membership Fees)		Admissions Revenues			Concessions Revenues
Balance, March 29, 2012	$	13,693		$	20,961
Membership fees received		6,083			—		$	—	$	—		$	—
Rewards accumulated, net of expirations:
Admissions		—			3,404			—		(3,404	)		—
Concessions		—			9,909			—		—			(9,909	)
Rewards redeemed:
Admissions		—			(4,164	)		—		4,164			—
Concessions		—			(8,460	)		—		—			8,460
Amortization of deferred revenue		(6,220	)		—			6,220		—			—

For the period ended or balance as of June 28, 2012	$	13,556		$	21,650		$	6,220	$	760		$	(1,449	)

The following table reflects AMC Stubs activity during the thirteen weeks ended June 30, 2011:

							AMC Stubs Revenue for Thirteen Weeks Ended June 30, 2011

(In thousands)	Deferred Membership Fees			Deferred Rewards			Other Theatre Revenues (Membership Fees)		Admissions Revenues			Concessions Revenues
Balance, March 31, 2011	$	858		$	579		$	—	$	—		$	—
Membership fees received		7,529			—			—		—			—
Rewards accumulated, net of expirations:
Admissions		—			3,754			—		(3,754	)		—
Concession purchases		—			6,039			—		—			(6,039	)
Rewards redeemed:
Admissions		—			(836	)		—		836			—
Concessions		—			(1,364	)		—		—			1,364
Amortization of deferred revenue		(1,144	)		—			1,144		—			—

For the period ended or balance as of June 30, 2011	$	7,243		$	8,172		$	1,144	$	(2,918	)	$	(4,675	)

The following table sets forth our revenues, operating costs and expenses attributable to our theatrical exhibition operations.

	Thirteen Weeks Ended

(In thousands)	June 28, 2012		June 30, 2011		% Change
Revenues
Theatrical exhibition
Admissions	$	453,782	$	465,739		-2.6	%
Concessions		189,461		188,172		0.7	%
Other theatre		30,364		21,647		40.3	%

Total revenues	$	673,607	$	675,558		-0.3	%

Operating Costs and Expenses
Theatrical exhibition
Film exhibition costs	$	243,829	$	252,599		-3.5	%
Concession costs		26,796		25,535		4.9	%
Operating expense		171,902		174,194		-1.3	%
Rent		113,040		112,531		0.5	%
General and administrative expense:
Merger, acquisition and transaction costs		308		612		-49.7	%
Management Fee		1,250		1,250		—	%
Other		15,326		14,450		6.1	%
Depreciation and amortization		48,382		51,639		-6.3	%

Operating costs and expenses	$	620,833	$	632,810		-1.9	%

	Thirteen Weeks Ended

	June 28, 2012		June 30, 2011
Operating Data—Continuing Operations:
New theatre screens		—		12
Screen closures		35		42
Average screens—continuing operations(1)		4,798		4,874
Number of screens operated		4,865		4,964
Number of theatres operated		338		351
Screens per theatre		14.4		14.1
Attendance (in thousands)—continuing operations(1)		50,185		52,728

We present Adjusted EBITDA as a supplemental measure of our performance. We define Adjusted EBITDA as income (loss) from continuing operations plus (i) income tax provisions, (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance and to include any cash distributions of earnings from our equity method investees. These further adjustments are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this

presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

	Thirteen Weeks Ended

(In thousands)	June 28, 2012			June 30, 2011
Income from continuing operations	$	19,855		$	1,055
Plus:
Income tax provision		400			525
Interest expense		41,177			41,349
Depreciation and amortization		48,382			51,639
Certain operating expenses(1)		3,596			4,897
Equity in earnings of non-consolidated entities		(8,753	)		(496	)
Cash distributions from non-consolidated entities(2)		509			2,249
Investment income		(26	)		(25	)
Other expense(3)		121			340
General and administrative expense—unallocated:
Merger, acquisition and transaction costs		308			612
Management fee		1,250			1,250
Stock-based compensation expense		491			491

Adjusted EBITDA(2)	$	107,310		$	103,886

(1): Amounts represent preopening expense, theatre and other closure expense, deferred digital equipment rent expense, and disposition of assets and other gains included in operating expenses.
(2): Effective July 1, 2011, cash distributions from non-consolidated entities were included in our Adjusted EBITDA presentation with conforming reclassification made for the current and prior year presentation. The presentation reclassification reflects how our management evaluates our Adjusted EBITDA performance and is consistent with treatment in our various debt covenant calculations.
(3): Other expense for fiscal 2013 is comprised of expenses on extinguishment of indebtedness related to the redemption of our Notes due 2014 of $121,000. Other expense for fiscal 2012 is comprised of expenses on extinguishment of indebtedness related to the redemption of our 11% Senior Subordinated Notes due 2016 of $42,000 and expenses related to the modification of the Senior Secured Credit Facility of $298,000.

Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be construed as an alternative to net income (loss) as an indicator of operating performance or as an alternative to cash flow provided by operating activities as a measure of liquidity (as determined in accordance with GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA because we believe it provides management and investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service debt. In addition, we use Adjusted EBITDA for incentive compensation purposes.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:

Revenues. Total revenues decreased 0.3%, or $1,951,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011. Admissions revenues decreased 2.6%, or $11,957,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011, primarily due to a 4.8% decrease in attendance, partially offset by a 2.4% increase in average ticket prices. Total admissions revenues were increased by rewards redeemed, net of deferrals, of $760,000 during the first quarter of fiscal 2013 related to rewards accumulated under AMC Stubs and admissions revenues were reduced by deferrals, net of rewards redeemed, of $2,918,000 during the first quarter of fiscal 2012 related to awards accumulated under AMC Stubs. The rewards accumulated under AMC Stubs are deferred and recognized in future periods upon redemption or expiration of guest rewards. The increase in average ticket price was primarily due to an increase in attendance from 3D and IMAX film product for which we are able to charge more per ticket than for a standard 2D film. Admissions revenues at comparable theatres (theatres opened on or before the first quarter of fiscal 2012 and before giving effect to the net deferral of admissions revenues due to the AMC Stubs guest frequency program) decreased 2.8%, or $12,939,000, during the thirteen weeks ended June 28, 2012 from the comparable period last year, due to decreases in attendance, partially offset by increases in average ticket prices. Concessions revenues increased 0.7%, or $1,289,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011, due to the decrease in net deferral of concession revenues related to the AMC Stubs guest frequency program and a 5.9% increase in average concessions per patron, partially offset by the decrease in attendance. The increase in concessions per patron includes the impact of the decrease in net deferral of concession revenue related to AMC Stubs, concession price increases and the opening of new concession stands with broader and more diverse food and beverage offerings. Total concessions revenues were reduced by a net amount of $1,449,000 and $4,675,000 during the first quarter of fiscal 2013 and fiscal 2012, respectively, related to rewards accumulated under AMC Stubs and deferred to be recognized in future periods upon redemption or expiration of guest rewards. Other theatre revenues increased 40.3%, or $8,717,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011, primarily due to increases in membership fees earned through the AMC Stubs guest frequency program and gift card breakage income recognized under the Proportional Method. During the thirteen weeks ended June 30, 2011, gift card breakage income was recognized under the Remote Method.

Operating Costs and Expenses. Operating costs and expenses decreased 1.9%, or $11,977,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011. Film exhibition costs decreased 3.5%, or $8,770,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011 primarily due to the decrease in admissions revenues and the decrease in film exhibition costs as a percentage of admission revenues. As a percentage of admissions revenues, film exhibition costs were 53.7% in the current period and 54.2% in the prior period. Concession costs increased 4.9%, or $1,261,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011 due to the increase in concession costs as a percentage of concession revenues and the increase in concession revenues. As a percentage of concessions revenues, concession costs were 14.1% in the current period compared with 13.6% in the prior period, primarily due to concession cost increases, size increases and a shift in product mix to premium items that generate higher sales and lower percentage margins. As a percentage of revenues,

operating expense was 25.5% in the current period as compared to 25.8% in the prior period, primarily due to decreases in theatre salaries and property taxes, partially offset by increases in repairs and maintenance (due to increases in the number of digital projection systems), RealD license fees and IMAX expense. Rent expense increased 0.5%, or $509,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011.

Merger, Acquisition and Transaction Costs. Merger, acquisition and transaction costs were $308,000 during the thirteen weeks ended June 28, 2012 compared to $612,000 during the thirteen weeks ended June 30, 2011.

Management Fees. Management fees were unchanged during the thirteen weeks ended June 28, 2012. Management fees of $1,250,000 are paid quarterly, in advance, to our Sponsors in exchange for consulting and other services.

Other. Other general and administrative expense increased 6.1%, or $876,000, during the thirteen weeks ended June 28, 2012 compared to the thirteen weeks ended June 30, 2011 due primarily to increases in annual incentive compensation expense and pension expense.

Depreciation and Amortization. Depreciation and amortization decreased 6.3%, or $3,257,000, compared to the prior period resulting from theatre closures and the declining net book value of theatre assets.

Other Expense. Other expense for fiscal 2013 is comprised of expenses on extinguishment of indebtedness related to the redemption of our Notes due 2014 of $121,000. Other expense for fiscal 2012 is comprised of expenses on extinguishment of indebtedness related to the redemption of our 11% Senior Subordinated Notes due 2016 of $42,000 and expenses related to the modification of the Senior Secured Credit Facility of $298,000.

Interest Expense. Interest expense was essentially unchanged for the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively.

Equity in Earnings of Non-Consolidated Entities. Equity in earnings of non-consolidated entities were $8,753,000 in the current period compared to equity in earnings of $496,000 in the prior period. The increase in equity in earnings of non-consolidated entities was primarily due to equity earnings related to Open Road Releasing, LLC as a result of the DVD film release, The Grey, and increases in earnings from DCIP, partially offset by decreases in earnings and distributions received from NCM. See Note 4—Investments for further information.

Income Tax Provision. The income tax provision from continuing operations was a provision of $400,000 for the thirteen weeks ended June 28, 2012 and $525,000 for the thirteen weeks ended June 30, 2011. See Note 7—Income Taxes for further information.

Loss from Discontinued Operations, Net. In July of 2012, we sold 6 of the 8 theatres located in Canada. In addition, on December 29, 2008, we sold our operations in Mexico, including 44 theatres and 493 screens. The results of operations of the 6 Canada theatres and the Cinemex theatres have been classified as discontinued operations for all periods presented. See Note 2—Discontinued Operations for further information.

Net Income. Net income was $18,184,000 and $285,000 for the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively. Net income during the thirteen weeks ended June 28, 2012 was positively impacted by the increase in AMC Stubs membership fees earned, the increase in gift card breakage income recognized under the Proportional Method, the decrease in depreciation and amortization, and the increase in equity in earnings of non-consolidated entities. Net income was negatively impacted by the decrease in attendance during the thirteen weeks ended June 28, 2012.

Our consolidated revenues are primarily collected in cash, principally through box office admissions and theatre concessions sales. We have an operating "float" which partially finances our operations and which generally permits us to maintain a smaller amount of working capital capacity. This float exists because admissions revenues are received in cash, while exhibition costs (primarily film rentals) are ordinarily paid to distributors from 20 to 45 days following receipt of box office admissions revenues. Film distributors generally release the films which they anticipate will be the most successful during the summer and holiday seasons. Consequently, we typically generate higher revenues during such periods.

The Proposed Acquisition by Wanda will constitute a "change of control" under the indentures governing our outstanding Notes due 2014. If the closing of the Proposed Acquisition occurs, we currently intend to retire or redeem all of our outstanding Notes due 2014 at par on the earliest practicable date following the closing, using a combination of cash on hand and funds contributed to us by Wanda.

On June 22, 2012, we announced we had received the requisite consents from holders of each of our Notes due 2019 and our Notes due 2020 and, together, (the "Notes") for (i) a waiver of the requirement for us to comply with the "change of control" covenant in each of the Indenture governing the Notes due 2019 and the Indenture governing the Notes due 2020 and, together, (the "Indentures") in connection with the Proposed Acquisition (the "Waivers"), including the Company's obligation to make a "change of control offer" in connection with the Proposed Acquisition with respect to each series of Notes, and (ii) certain amendments to the Indentures to reflect the change in ownership going forward by adding Wanda and its affiliates to the definition of "Permitted Holder" under each of the Indentures. We entered into supplemental indentures to give effect to the Waivers and certain amendments to the Indentures, which will become operative upon payment of the applicable consent fee immediately prior to the closing of the Proposed Acquisition. The holders of each of the Notes due 2019 and Notes due 2020, who validly consented to the Waiver and the proposed amendments, will be eligible to receive a consent fee of $2.50 per $1,000 principal amount at the closing date of the Proposed Acquisition.

On July 2, 2012, we entered into a waiver and fourth amendment to our credit agreement dated as of January 26, 2006 (the "Credit Agreement") to, among, other things: (i) waive a certain specified default that would otherwise occur upon the change of control effected by the Proposed Acquisition, (ii) permit us to change our fiscal year after completion of the Proposed Acquisition, (iii) reflect the change in ownership going forward by restating the definition of "Permitted Holder" to include only Wanda and its affiliates under the Credit Agreement in connection with the Proposed Acquisition, (iv) provide for a minimum LIBOR percentage of 1.00%, from, and only after, the completion of the Proposed Acquisition, to the Credit Facility term loans due December 2016 ("Term Loan due 2016"), and (v) provide for an interest rate of L+375 basis points to the Credit Facility term loans due January 2018 ("Term Loan due 2018"), from and only after, the completion of the Proposed Acquisition. The current applicable margin for borrowings under the Term Loan due 2016 is 3.25% with respect to LIBOR borrowings and the applicable margin for borrowings under the Term Loan due 2018 is 4.25%, which is based on LIBOR plus 3.25% and is subject to a 1.00% minimum LIBOR rate with respect to LIBOR borrowings.

change of control transaction, the Company would no longer pay the annual management fee of $5,000,000 to the Sponsors.

We believe that cash generated from operations, existing cash and equivalents and funds contributed to us by Wanda will be sufficient to fund operations and planned capital expenditures and debt retirements for at least the next 12 months and enable us to maintain compliance with covenants related to the Senior Secured Credit Facility and our 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").

Cash flows provided by operating activities, as reflected in the Consolidated Statements of Cash Flows, were $20,904,000 and $75,327,000 during the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively. The decrease in cash flows provided by operating activities for the thirteen weeks ended June 28, 2012 was primarily due to an increase in payments on film rent payables, accounts payables, annual incentive compensation, accrued interest payable, and a decrease in deferred revenues. We had working capital deficit as of June 28, 2012 and March 29, 2012 of $152,050,000 and $177,720,000, respectively. Working capital includes $165,604,000 and $174,355,000 of deferred revenues and income as of June 28, 2012 and March 29, 2012, respectively. We have the ability to borrow against our credit facility to meet obligations as they come due (subject to limitations on the incurrence of indebtedness in our various debt instruments) and could incur indebtedness of $180,402,000 on our Credit Facility to meet these obligations as of June 28, 2012.

Cash flows used in investing activities, as reflected in the Consolidated Statements of Cash Flows, were $17,015,000 and $51,754,000, during the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively. Cash outflows from investing activities include capital expenditures of $19,070,000 and $32,018,000 during the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively. Our capital expenditures primarily consisted of maintaining our theatre circuit, technology upgrades, strategic growth initiatives and remodels. We expect that our gross cash outflows for capital expenditures will be approximately $110,000,000 to $130,000,000 for fiscal 2013.

We made partnership investments (received returns of capital) in non-consolidated entities accounted for under the equity method of approximately $(1,522,000) and $19,509,000, during the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively.

We fund the costs of constructing new theatres using existing cash balances; cash generated from operations or borrowed funds, as necessary. We generally lease our theatres pursuant to long-term non-cancelable operating leases which may require the developer, who owns the property, to reimburse us for the construction costs. We may decide to own the real estate assets of new theatres and, following construction, sell and leaseback the real estate assets pursuant to long-term non-cancelable operating leases.

Cash flows used in financing activities, as reflected in the Consolidated Statement of Cash Flows, were $74,600,000 and $9,819,000 during the thirteen weeks ended June 28, 2012 and June 30, 2011, respectively. Financing activities consist of construction payables, deferred financing costs, and principal payments under the Notes due 2014, Term Loan and capital and financial lease obligations.

During the thirteen weeks ended June 28, 2012, we made principal payments of $51,035,000 related to our Notes due 2014 Cash Tender Offer. See Note 9—Corporate Borrowings for further information.

Reference is made to Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources in our Annual Report on Form 10-K for the fiscal year ended March 29, 2012 for certain information about our Senior Secured Credit Facility, our Notes due 2014, our Notes due 2019, and our Notes due 2020.

Each indenture relating to our notes (Notes due 2014, Notes due 2019, and Notes due 2020) allows us to incur specified permitted indebtedness (as defined therein) without restriction. Each indenture also allows us to incur any amount of additional debt as long as we can satisfy the applicable coverage ratio of each indenture, after giving effect to the event on a pro forma basis. Under the indenture for the Notes due 2014 (our most restrictive indenture), we could borrow approximately $330,100,000 (assuming an interest rate of 8.75% per annum on the additional indebtedness) in addition to specified permitted indebtedness at June 28, 2012. If we cannot satisfy the coverage ratios of the indentures, generally we can incur, in addition to amounts borrowed under the Senior Secured Credit Facility, no more than $100,000,000 of new "permitted indebtedness" under the terms of the indentures relating to the Notes due 2014.

As of June 28, 2012, the Company was in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Notes due 2014, the Notes due 2019, and the Notes due 2020.

We hold an investment in 15.47% of NCM LLC accounted for following the equity method as of June 28, 2012. The estimated fair market value of these units was approximately $250,675,000, based upon the publically quoted price per share of NCM, Inc. on June 28, 2012 of $14.47 per share. Because we have little tax basis in these units, the sale of all these units at June 28, 2012 would require us to report taxable income of approximately $355,669,000, including distributions received from NCM LLC that were previously deferred. Our investment in NCM LLC is a source of liquidity for us and we expect that any sales we may make of NCM LLC units would be made in such a manner to most efficiently manage any related tax liability. We have available net operating loss carryforwards which could reduce any related tax liability.

The Company has commitments and contingencies for capital and financing leases, corporate borrowings, operating leases, capital related betterments and pension funding that were summarized in a table in the Company's Form 10-K for the year ended March 29, 2012. Since March 29, 2012 there have been no material changes to the commitments and contingencies of the Company outside the ordinary course of business.

See Note 12—New Accounting Pronouncements to these condensed consolidated financial statements for further information regarding recently issued accounting standards.

We are exposed to various market risks including interest rate risk and foreign currency exchange rate risk.

Market risk on variable-rate financial instruments. We maintain a Senior Secured Credit Facility comprised of a $192,500,000 revolving credit facility and Senior Secured Term Loans due 2016 and 2018. The senior Secured Credit Facility permits borrowings at a rate equal to an applicable margin plus, at our option, either a base rate or LIBOR. Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding

borrowings during the reporting period following an increase in market interest rates. We had no borrowings on our revolving credit facility as of June 28, 2012 and had an aggregate principal of $768,342,000 outstanding under the Senior Secured Term Loans due 2016 and 2018 as of June 28, 2012. A 100 basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facility by $1,942,000 during the thirteen weeks ended June 28, 2012.

Market risk on fixed-rate financial instruments. Included in long-term corporate borrowings are outstanding principal amounts of $140,000,000 of our Notes due 2014, $600,000,000 of our Notes due 2019, and $600,000,000 of our Notes due 2020. Increases in market interest rates would generally cause a decrease in the fair value of the Notes due 2014, Notes due 2019, and Notes due 2020 and a decrease in market interest rates would generally cause an increase in fair value of the Notes due 2014, Notes due 2019, and Notes due 2020.

Foreign currency exchange rates. We currently operate theatres in Canada and the United Kingdom. As a result of these operations, we have assets, liabilities, revenues and expenses denominated in foreign currencies. The strengthening of the U.S. dollar against the respective currencies causes a decrease in the carrying values of assets, liabilities, revenues and expenses denominated in such foreign currencies and the weakening of the U.S. dollar against the respective currencies causes an increase in the carrying values of these items. The increases and decreases in assets, liabilities, revenues and expenses are included in accumulated other comprehensive loss. Changes in foreign currency exchange rates also impact the comparability of earnings in these countries on a year-to-year basis. As the U.S. dollar strengthens, comparative translated earnings decrease, and as the U.S. dollar weakens, comparative translated earnings from foreign operations increase. A 10% increase in the value of the U.S. dollar against all foreign currencies of countries where we currently operate theatres would increase earnings before income taxes by approximately $252,000 for the thirteen weeks ended June 28, 2012 and decrease accumulated other comprehensive loss by approximately $9,059,000 as of June 28, 2012. A 10% decrease in the value of the U.S. dollar against all foreign currencies of countries where we currently operate theatres would decrease earnings before income taxes by approximately $308,000 for the thirteen weeks ended June 28, 2012 and increase accumulated other comprehensive loss by approximately $11,072,000 as of June 28, 2012.

The Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that material information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company's Chief Executive Officer and Chief Financial Officer have evaluated these disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and have determined that such disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Reference is made to Note 11—Commitments and Contingencies to the Company's unaudited condensed consolidated financial statements contained elsewhere in this quarterly report on Form 10-Q for information on certain litigation to which we are a party.

Reference is made to Part I Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended March 29, 2012.

EXHIBIT NUMBER			DESCRIPTION

	2.3		Unit Purchase Agreement among Kerasotes ShowPlace Theatres Holdings, LLC, Kerasotes ShowPlace Theatres, LLC, ShowPlace Theatres Holding Company, LLC, AMC ShowPlace Theatres, Inc. and American Multi-Cinema, Inc. (incorporated by reference from Exhibit 2.1 to the Company's Form 8-K (File No. 1-8747) filed on July 14, 2010).
	3.1		Restated and Amended Certificate of Incorporation of AMC Entertainment Inc. (as amended on December 2, 1997, September 18, 2001 and December 23, 2004) (incorporated by reference from Exhibit 3.1 to the AMCE's Current Report on Form 8-K (File No. 1-8747) filed on December 27, 2004).
	3.2		Amended and Restated By-laws of AMC Entertainment Inc. (incorporated by reference from Exhibit 3.2 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on December 27, 2004).
			Certificates of Incorporation or corresponding instruments, with amendments, of the following additional registrants:
	3.3.1		Loews Citywalk Theatre Corporation (incorporated by reference from Exhibit 3.3.1 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.3.2		LCE Mexican Holdings, Inc. (incorporated by reference from Exhibit 3.3.9 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.3.3		AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.3.93 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.3.4		AMC Entertainment International, Inc. (incorporated by reference from Exhibit 3.3.94 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.3.5		American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.3.10 to AMCE's Form 10-Q (File No. 1-8747) filed on February 8, 2008).
	3.3.6		Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.3.97 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.3.7		AMC ShowPlace Theatres, Inc. (incorporated by reference from Exhibit 3.3.8 to AMCE's Form 10-Q (File No. 1-8747) filed on August 10, 2010).
	3.3.8		AMC ITD, Inc. (incorporated by reference from Exhibit 3.3.10 to AMCE's Registration Statement on Form S-4 (File No. 333-171819) filed on January 21, 2011).
	3.4		By-laws of the following Additional Registrants: (incorporated by reference from Exhibit 3.4 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006):
			Loews Citywalk Theatre Corporation
	3.5		By-laws of LCE Mexican Holdings, Inc. (incorporated by reference from Exhibit 3.5 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.6		By-laws of AMC Card Processing Services, Inc. (incorporated by reference from Exhibit 3.20 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.7		By-laws of AMC Entertainment International, Inc. (incorporated by reference from Exhibit 3.21 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).

EXHIBIT NUMBER			DESCRIPTION

	3.8		By-laws of American Multi-Cinema, Inc. (incorporated by reference from Exhibit 3.9 to AMCE's Form 10-Q (File No. 1-8747) filed on February 8, 2008).
	3.9		By-laws of Club Cinema of Mazza, Inc. (incorporated by reference from Exhibit 3.24 to AMCE's Registration Statement on Form S-4 (File No. 333-133574) filed on April 27, 2006).
	3.10		By-laws of AMC ShowPlace Theatres, Inc. (incorporated by reference from Exhibit 3.10 to AMCE's Form 10-Q (File No. 1-8747) filed on August 10, 2010).
	3.11		By-laws of AMC ITD, Inc. (incorporated by reference from Exhibit 3.11 to AMCE's Registration Statement on Form S-4 (File No. 333-171819) filed on January 21, 2011).
	4.1		Second Supplemental Indenture, dated as of June 21, 2012, respecting AMC Entertainment Inc.'s 9.75% Senior Subordinated Notes due 2020, between AMC Entertainment Inc. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.2 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on June 22, 2012).
	4.2		Registration Rights Agreement, dated December 15, 2010, respecting AMC Entertainment Inc.'s 9.75% Senior Subordinated Notes due 2020, among Goldman, Sachs & Co., J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Foros Securities LLC, as representatives of the initial purchasers of the 2020 Senior Subordinated Notes and J.P. Morgan Securities LLC, as market maker (incorporated by reference from Exhibit 4.2 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on December 17, 2010).
	4.4		Fourth Supplemental Indenture, dated as of June 21, 2012, respecting AMC Entertainment Inc.'s 8.75% Senior Notes due 2019, between AMC Entertainment Inc. and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on June 22, 2012).
	4.5		Waiver and Amendment No. 4 to Credit Agreement, dated July 2, 2012 by and between AMC Entertainment Inc. and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 10.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on July 3, 2012).
	*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
	*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.
	*32.1		Section 906 Certifications of Gerardo I. Lopez (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.
	**101.INS		XBRL Instance Document
	**101.SCH		XBRL Taxonomy Extension Schema Document
	**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
	**101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
	**101.LAB		XBRL Taxonomy Extension Label Linkbase Document
	**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Pursuant to the requirements 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.


(Mark One)
ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2012
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to


Delaware (State or other jurisdiction of incorporation or organization)		43-1304369 (I.R.S. Employer Identification No.)
920 Main Kansas City, Missouri (Address of principal executive offices)		64105 (Zip Code)


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



PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income (Loss)	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 6.	Exhibits	42
	Signatures	44

		Weighted Average Exercise Price Per Share

Outstanding at March 29, 2012	35,678.168	$	449.88
Granted	—		—
Forfeited	—		—

Outstanding at June 28, 2012	35,678.168	$	449.88

Exercisable at June 28, 2012	23,211.888	$	427.37

		Weighted Average Grant Date Fair Value

Unvested at March 29, 2012	5,366	$	752.00
Granted	—		—
Forfeited	—		—

Unvested at June 28, 2012	5,366	$	752.00

	Thirteen Weeks Ended June 28, 2012

(In thousands)	NCM		DCIP		ORF		Other			Total
Revenues	$	110,100	$	42,175	$	32,900	$	8,449		$	193,624
Operating costs and expenses		108,300		32,973		24,500		9,215			174,988

Net earnings (loss)	$	1,800	$	9,202	$	8,400	$	(766	)	$	18,636


	Level 1:		Quoted market prices in active markets for identical assets or liabilities.
	Level 2:		Observable market based inputs or unobservable inputs that are corroborated by market data.
	Level 3:		Unobservable inputs that are not corroborated by market data.


		AMC ENTERTAINMENT INC.
Date: August 10, 2012		/s/ GERARDO I. LOPEZ Gerardo I. Lopez Chief Executive Officer, Director and President
Date: August 10, 2012		/s/ CRAIG R. RAMSEY Craig R. Ramsey Executive Vice President and Chief Financial Officer