NOTE 12—CONDENSED CONSOLIDATING FINANCIAL INFORMATION

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 8.75% Senior Fixed Rate Notes due 2019 (the "Notes due 2019"), 9.75% Senior Subordinated Notes due 2020 (the "Notes due 2020") and the 5.875% Senior Subordinated Notes due 2022 (the "Notes due 2022") are full and unconditional, joint and several and subject to customary release provisions. The Company and its subsidiary guarantors' investments in its consolidated subsidiaries are presented under the equity method of accounting.

Three months ended March 31, 2014:

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

Revenues
Admissions	$	—		$	407,946		$	1,074		$	—		$	409,020
Food and beverage		—			181,317			447			—			181,764
Other theatre		—			31,906			68			—			31,974


Total revenues		—			621,169			1,589			—			622,758


Operating costs and expenses
Film exhibition costs		—			211,632			468			—			212,100
Food and beverage costs		—			25,005			118			—			25,123
Operating expense		(80	)		178,818			955			—			179,693
Rent		—			114,470			474			—			114,944
General and administrative:
Merger, acquisition and transaction costs		—			362			—			—			362
Other		—			18,219			1			—			18,220
Depreciation and amortization		—			54,749			28			—			54,777


Operating costs and expenses		(80	)		603,255			2,044			—			605,219


Operating income (loss)		80			17,914			(455	)		—			17,539
Other expense (income)
Equity in net loss of subsidiaries		7,968			454			—			(8,422	)		—
Other income		—			(4,229	)		—			—			(4,229	)
Interest expense:
Corporate borrowings		29,618			39,744			—			(39,704	)		29,658
Capital and financing lease obligations		—			2,525			—			—			2,525
Equity in losses of non-consolidated entities		—			5,384			—			—			5,384
Investment income		(32,998	)		(14,562	)		(1	)		39,704			(7,857	)


Total other expense (income)		4,588			29,316			(1	)		(8,422	)		25,481


Loss from continuing operations before income taxes		(4,508	)		(11,402	)		(454	)		8,422			(7,942	)
Income tax benefit		—			(3,100	)		—			—			(3,100	)


Loss from continuing operations		(4,508	)		(8,302	)		(454	)		8,422			(4,842	)
Earnings from discontinued operations, net of income taxes		—			334			—			—			334


Net loss	$	(4,508	)	$	(7,968	)	$	(454	)	$	8,422		$	(4,508	)

Three months ended March 31, 2013:

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

Revenues
Admissions	$	—		$	381,860		$	1,024		$	—		$	382,884
Food and beverage		—			167,511			426			—			167,937
Other theatre		—			26,879			102			—			26,981


Total revenues		—			576,250			1,552			—			577,802


Operating costs and expenses
Film exhibition costs		—			190,874			450			—			191,324
Food and beverage costs		—			23,096			102			—			23,198
Operating expense		11			163,235			964			—			164,210
Rent		—			113,330			476			—			113,806
General and administrative:
Merger, acquisition and transaction costs		—			947			—			—			947
Other		—			16,313			—			—			16,313
Depreciation and amortization		—			48,454			8			—			48,462


Operating costs and expenses		11			556,249			2,000			—			558,260


Operating income (loss)		(11	)		20,001			(448	)		—			19,542
Other expense (income)
Equity in net loss of subsidiaries		14,371			171			—			(14,542	)		—
Interest expense:
Corporate borrowings		33,141			44,716			—			(44,684	)		33,173
Capital and financing lease obligations		—			2,671			—			—			2,671
Equity in (earnings) losses of non-consolidated entities		2			(557	)		9			—			(546	)
Investment income		(37,267	)		(10,950	)		(86	)		44,684			(3,619	)


Total other expense		10,247			36,051			(77	)		(14,542	)		31,679


Loss from continuing operations before income taxes		(10,258	)		(16,050	)		(371	)		14,542			(12,137	)
Income tax provision		—			3,100			—			—			3,100


Loss from continuing operations		(10,258	)		(19,150	)		(371	)		14,542			(15,237	)
Earnings from discontinued operations, net of income taxes		—			4,779			200			—			4,979


Net loss	$	(10,258	)	$	(14,371	)	$	(171	)	$	14,542		$	(10,258	)

As of March 31, 2014:

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

Assets
Current assets:
Cash and equivalents	$	565		$	308,818		$	41,751		$	—		$	351,134
Receivables, net		(10	)		53,300			26			—			53,316
Deferred tax asset		—			111,827			—			—			111,827
Other current assets		—			81,541			1,525			—			83,066


Total current assets		555			555,486			43,302			—			599,343
Investment in equity of subsidiaries		1,618,172			18,647			—			(1,636,819	)		—
Property, net		—			1,191,741			293			—			1,192,034
Intangible assets, net		—			232,118			—			—			232,118
Intercompany advances		1,837,258			(1,836,264	)		(994	)		—			—
Goodwill		—			2,291,943			—			—			2,291,943
Deferred tax asset		—			96,824			—			—			96,824
Other long-term assets		14,864			385,878			24			—			400,766


Total assets	$	3,470,849		$	2,936,373		$	42,625		$	(1,636,819	)	$	4,813,028




Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—		$	223,569		$	415		$	—		$	223,984
Accrued expenses and other liabilities		17,384			118,435			(77	)		—			135,742
Deferred revenues and income		—			169,881			—			—			169,881
Current maturities of corporate borrowings and capital and financing lease obligations		15,676			8,525			—			—			24,201


Total current liabilities		33,060			520,410			338			—			553,808
Corporate borrowings		1,925,186			6,944			—			—			1,932,130
Capital and financing lease obligations		—			107,391			—			—			107,391
Exhibitor services agreement		—			328,259			—			—			328,259
Other long-term liabilities		—			355,197			23,640			—			378,837


Total liabilities		1,958,246			1,318,201			23,978			—			3,300,425
Stockholder's equity		1,512,603			1,618,172			18,647			(1,636,819	)		1,512,603


Total liabilities and stockholder's equity	$	3,470,849		$	2,936,373		$	42,625		$	(1,636,819	)	$	4,813,028

As of December 31, 2013:

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

Assets
Current assets:
Cash and equivalents	$	485		$	501,989		$	41,837		$	—		$	544,311
Receivables, net		(10	)		106,096			62			—			106,148
Deferred tax asset		—			110,097			—			—			110,097
Other current assets		—			79,433			1,391			—			80,824


Total current assets		475			797,615			43,290			—			841,380
Investment in equity of subsidiaries		1,617,629			18,903			—			(1,636,532	)		—
Property, net		—			1,179,666			88			—			1,179,754
Intangible assets, net		—			234,319			—			—			234,319
Intercompany advances		1,953,778			(1,953,145	)		(633	)		—			—
Goodwill		—			2,291,943			—			—			2,291,943
Deferred tax asset		—			96,824			—			—			96,824
Other long-term assets		7,841			394,031			632			—			402,504


Total assets	$	3,579,723		$	3,060,156		$	43,377		$	(1,636,532	)	$	5,046,724




Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—		$	267,675		$	488		$	—		$	268,163
Accrued expenses and other liabilities		306			170,676			(62	)		—			170,920
Deferred revenues and income		—			202,833			—			—			202,833
Current maturities of corporate borrowings and capital and financing lease obligations		7,750			8,330			—			—			16,080


Total current liabilities		8,056			649,514			426			—			657,996
Corporate borrowings		2,062,728			6,944			—			—			2,069,672
Capital and financing lease obligations		—			109,258			—			—			109,258
Exhibitor services agreement		—			329,913			—			—			329,913
Other long-term liabilities		—			346,898			24,048			—			370,946


Total liabilities		2,070,784			1,442,527			24,474			—			3,537,785
Stockholder's equity		1,508,939			1,617,629			18,903			(1,636,532	)		1,508,939


Total liabilities and stockholder's equity	$	3,579,723		$	3,060,156		$	43,377		$	(1,636,532	)	$	5,046,724

Three months ended March 31, 2014:

(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	$	15,308		$	(16,429	)	$	(454	)	$	—	$	(1,575	)


Cash flows from investing activities:
Capital expenditures		—			(55,562	)		(37	)		—		(55,599	)
Investments in non-consolidated entities, net		—			(721	)		—			—		(721	)
Payments from the disposition of long-term assets		—			(128	)		—			—		(128	)
Other, net		—			(1,783	)		—			—		(1,783	)


Net cash used in investing activities		—			(58,194	)		(37	)		—		(58,231	)


Cash flows from financing activities:
Proceeds from issuance of Senior Subordinated Notes due 2022		375,000			—			—			—		375,000
Repurchase of Senior Subordinated Notes due 2019		(496,903	)		—			—			—		(496,903	)
Payment of initial public offering costs					(281	)		—			—		(281	)
Deferred financing costs		(7,568	)		—			—			—		(7,568	)
Principal payments under capital and financing lease obligations		—			(1,672	)		—			—		(1,672	)
Principle payments under Term Loan		(1,938	)		—			—			—		(1,938	)
Change in intercompany advances		116,181			(116,542	)		361			—		—


Net cash provided by (used in) financing activities		(15,228	)		(118,495	)		361			—		(133,362	)


Effect of exchange rate changes on cash and equivalents		—			(53	)		44			—		(9	)


Net increase (decrease) in cash and equivalents		80			(193,171	)		(86	)		—		(193,177	)
Cash and equivalents at beginning of period		485			501,989			41,837			—		544,311


Cash and equivalents at end of period	$	565		$	308,818		$	41,751		$	—	$	351,134

Three months ended March 31, 2013:

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

Cash flows from operating activities:
Net cash provided by operating activities	$	28,805		$	3,951		$	3,126		$	—	$	35,882


Cash flows from investing activities:
Capital expenditures		—			(39,345	)		(5	)		—		(39,350	)
Investments in non-consolidated entities, net		—			(2,665	)		(6	)		—		(2,671	)
Acquisition of Rave theatres, net of cash acquired		—			(315	)		—			—		(315	)
Proceeds from the disposition of long-term assets		—			4,991			—			—		4,991
Other, net		—			(956	)		—			—		(956	)


Net cash used in investing activities		—			(38,290	)		(11	)		—		(38,301	)


Cash flows from financing activities:
Deferred financing costs		(175	)		—			—			—		(175	)
Principal payments under capital and financing lease obligations		—			(1,511	)		—			—		(1,511	)
Principle payments under Term Loan		(2,001	)		—			—			—		(2,001	)
Change in construction payables		—			(20,541	)		—			—		(20,541	)
Change in intercompany advances		(26,638	)		29,656			(3,018	)		—		—


Net cash provided by (used in) financing activities		(28,814	)		7,604			(3,018	)		—		(24,228	)


Effect of exchange rate changes on cash and equivalents		—			(57	)		9			—		(48	)


Net increase (decrease) in cash and equivalents		(9	)		(26,792	)		106			—		(26,695	)
Cash and equivalents at beginning of period		308			89,168			41,452			—		130,928


Cash and equivalents at end of period	$	299		$	62,376		$	41,558		$	—	$	104,233