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 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 June 30, 2014:

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

Revenues
Admissions	$	—		$	477,481		$	1,186		$	—		$	478,667
Food and beverage		—			211,070			527			—			211,597
Other theatre		—			36,234			75			—			36,309


Total revenues		—			724,785			1,788			—			726,573


Operating costs and expenses
Film exhibition costs		—			256,663			557			—			257,220
Food and beverage costs		—			30,228			113			—			30,341
Operating expense		16			188,189			1,078			—			189,283
Rent		—			113,316			545			—			113,861
General and administrative:
Merger, acquisition and transaction costs		—			572			—			—			572
Other		—			15,148			1			—			15,149
Depreciation and amortization		—			51,737			13			—			51,750


Operating costs and expenses		16			655,853			2,307			—			658,176


Operating income (loss)		(16	)		68,932			(519	)		—			68,397
Other expense (income)
Equity in net (earnings) loss of subsidiaries		(28,261	)		519			—			27,742			—
Other income		—			(4,157	)		—			—			(4,157	)
Interest expense:
Corporate borrowings		27,937			37,552			—			(37,500	)		27,989
Capital and financing lease obligations		—			2,486			—			—			2,486
Equity in earnings of non-consolidated entities		—			(9,597	)		—			—			(9,597	)
Investment expense (income)		(31,085	)		(6,243	)		—			37,500			172


Total other expense (income)		(31,409	)		20,560			—			27,742			16,893


Earnings (loss) from continuing operations before income taxes		31,393			48,372			(519	)		(27,742	)		51,504
Income tax provision		—			20,090			—			—			20,090


Earnings (loss) from continuing operations		31,393			28,282			(519	)		(27,742	)		31,414
Loss from discontinued operations, net of income taxes		—			(21	)		—			—			(21	)


Net earnings (loss)	$	31,393		$	28,261		$	(519	)	$	(27,742	)	$	31,393

Six months ended June 30, 2014:

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

Revenues
Admissions	$	—		$	885,427		$	2,260		$	—		$	887,687
Food and beverage		—			392,387			974			—			393,361
Other theatre		—			68,140			143			—			68,283


Total revenues		—			1,345,954			3,377			—			1,349,331


Operating costs and expenses
Film exhibition costs		—			468,295			1,025			—			469,320
Food and beverage costs		—			55,233			231			—			55,464
Operating expense		(64	)		367,007			2,033			—			368,976
Rent		—			227,786			1,019			—			228,805
General and administrative:
Merger, acquisition and transaction costs		—			934			—			—			934
Other		—			33,367			2			—			33,369
Depreciation and amortization		—			106,486			41			—			106,527


Operating costs and expenses		(64	)		1,259,108			4,351			—			1,263,395


Operating income (loss)		64			86,846			(974	)		—			85,936
Other expense (income)
Equity in net (earnings) loss of subsidiaries		(20,293	)		973			—			19,320			—
Other income		—			(8,386	)		—			—			(8,386	)
Interest expense:
Corporate borrowings		57,555			77,296			—			(77,204	)		57,647
Capital and financing lease obligations		—			5,011			—			—			5,011
Equity in earnings of non-consolidated entities		—			(4,213	)		—			—			(4,213	)
Investment income		(64,083	)		(20,805	)		(1	)		77,204			(7,685	)


Total other expense (income)		(26,821	)		49,876			(1	)		19,320			42,374


Earnings (loss) from continuing operations before income taxes		26,885			36,970			(973	)		(19,320	)		43,562
Income tax provision		—			16,990			—			—			16,990


Earnings (loss) from continuing operations		26,885			19,980			(973	)		(19,320	)		26,572
Gain from discontinued operations, net of income taxes		—			313			—			—			313


Net earnings (loss)	$	26,885		$	20,293		$	(973	)	$	(19,320	)	$	26,885

Three months ended June 30, 2013:

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

Revenues
Admissions	$	—		$	514,141		$	1,165		$	—		$	515,306
Food and beverage		—			218,959			518			—			219,477
Other theatre		—			27,820			62			—			27,882


Total revenues		—			760,920			1,745			—			762,665


Operating costs and expenses
Film exhibition costs		—			284,834			561			—			285,395
Food and beverage costs		—			30,448			102			—			30,550
Operating expense		158			186,132			929			—			187,219
Rent		—			113,035			507			—			113,542
General and administrative:
Merger, acquisition and transaction costs		—			706			—			—			706
Other		—			17,033			1			—			17,034
Depreciation and amortization		—			50,356			14			—			50,370


Operating costs and expenses		158			682,544			2,114			—			684,816


Operating income (loss)		(158	)		78,376			(369	)		—			77,849
Other expense (income)
Equity in net (earnings) loss of subsidiaries		(57,888	)		47			—			57,841			—
Other income		—			(294	)		—			—			(294	)
Interest expense:
Corporate borrowings		32,539			43,733			—			(43,962	)		32,310
Capital and financing lease obligations		—			2,637			—			—			2,637
Equity in earnings of non-consolidated entities		—			(23,252	)		(22	)		—			(23,274	)
Investment expense (income)		(36,385	)		(7,115	)		(180	)		43,962			282


Total other expense (income)		(61,734	)		15,756			(202	)		57,841			11,661


Earnings (loss) from continuing operations before income taxes		61,576			62,620			(167	)		(57,841	)		66,188
Income tax provision		—			4,330			—			—			4,330


Earnings (loss) from continuing operations		61,576			58,290			(167	)		(57,841	)		61,858
Gain (loss) from discontinued operations, net of income taxes		—			(402	)		120			—			(282	)


Net earnings (loss)	$	61,576		$	57,888		$	(47	)	$	(57,841	)	$	61,576

Six months ended June 30, 2013:

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

Revenues
Admissions	$	—		$	896,001		$	2,189		$	—		$	898,190
Food and beverage		—			386,470			944			—			387,414
Other theatre		—			54,699			164			—			54,863


Total revenues		—			1,337,170			3,297			—			1,340,467


Operating costs and expenses
Film exhibition costs		—			475,708			1,011			—			476,719
Food and beverage costs		—			53,544			204			—			53,748
Operating expense		169			349,367			1,893			—			351,429
Rent		—			226,365			983			—			227,348
General and administrative:
Merger, acquisition and transaction costs		—			1,653			—			—			1,653
Other		—			33,346			1			—			33,347
Depreciation and amortization		—			98,810			22			—			98,832


Operating costs and expenses		169			1,238,793			4,114			—			1,243,076


Operating income (loss)		(169	)		98,377			(817	)		—			97,391
Other expense (income)
Equity in net (earnings) loss of subsidiaries		(43,517	)		218			—			43,299			—
Other income		—			(294	)		—			—			(294	)
Interest expense:
Corporate borrowings		65,680			88,449			—			(88,646	)		65,483
Capital and financing lease obligations		—			5,308			—			—			5,308
Equity in (earnings) losses of non-consolidated entities		2			(23,809	)		(13	)		—			(23,820	)
Investment income		(73,652	)		(18,065	)		(266	)		88,646			(3,337	)


Total other expense (income)		(51,487	)		51,807			(279	)		43,299			43,340


Earnings (loss) from continuing operations before income taxes		51,318			46,570			(538	)		(43,299	)		54,051
Income tax provision		—			7,430			—			—			7,430


Earnings (loss) from continuing operations		51,318			39,140			(538	)		(43,299	)		46,621
Gain from discontinued operations, net of income taxes		—			4,377			320			—			4,697


Net earnings (loss)	$	51,318		$	43,517		$	(218	)	$	(43,299	)	$	51,318

Three months ended June 30, 2014:

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

Net earnings (loss)	$	31,393	$	28,261		$	(519	)	$	(27,742	)	$	31,393
Equity in other comprehensive income (loss) of subsidiaries		158		(347	)		—			189			—
Foreign currency translation adjustment, net of tax		—		(252	)		(347	)		—			(599	)
Pension and other benefit adjustments:
Amortization of net gains included in net periodic benefit costs, net of tax		—		(210	)		—			—			(210	)
Amortization of prior service credit included in net periodic benefit costs, net of tax		—		(254	)		—			—			(254	)
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period, net of tax		—		1,340			—			—			1,340
Less: reclassification adjustment for gains included in investment expense (income), net of tax		—		(11	)		—			—			(11	)
Unrealized gains from equity method investees' cash flow hedge:
Unrealized holding losses arising during the period, net of tax		—		(240	)		—			—			(240	)
Holding losses reclassified to equity in earnings of non-consolidated entities, net of tax		—		132			—			—			132


Other comprehensive income (loss)		158		158			(347	)		189			158


Total comprehensive income (loss)	$	31,551	$	28,419		$	(866	)	$	(27,553	)	$	31,551

Six months ended June 30, 2014:

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

Net earnings (loss)	$	26,885	$	20,293		$	(973	)	$	(19,320	)	$	26,885
Equity in other comprehensive income (loss) of subsidiaries		1,973		(434	)		—			(1,539	)		—
Foreign currency translation adjustment, net of tax		—		1			(434	)		—			(433	)
Pension and other benefit adjustments:
Amortization of net gains included in net periodic benefit costs, net of tax		—		(421	)		—			—			(421	)
Amortization of prior service credit included in net periodic benefit costs, net of tax		—		(508	)		—			—			(508	)
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period, net of tax		—		3,359			—			—			3,359
Less: reclassification adjustment for gains included in investment expense (income), net of tax		—		(15	)		—			—			(15	)
Unrealized gains from equity method investees' cash flow hedge:
Unrealized holding losses arising during the period, net of tax		—		(272	)		—			—			(272	)
Holding losses reclassified to equity in earnings of non-consolidated entities, net of tax		—		263			—			—			263


Other comprehensive income (loss)		1,973		1,973			(434	)		(1,539	)		1,973


Total comprehensive income (loss)	$	28,858	$	22,266		$	(1,407	)	$	(20,859	)	$	28,858

Three months ended June 30, 2013

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

Net earnings (loss)	$	61,576	$	57,888		$	(47	)	$	(57,841	)	$	61,576
Equity in other comprehensive income (loss) of subsidiaries		3,374		(87	)		—			(3,287	)		—
Foreign currency translation adjustment, net of tax		—		418			(87	)		—			331
Pension and other benefit adjustments:
Amortization of net gains included in net periodic benefit costs, net of tax		—		(19	)		—			—			(19	)
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period, net of tax		—		1,147			—			—			1,147
Less: reclassification adjustment for gains included in investment expense (income), net of tax		—		(13	)		—			—			(13	)
Unrealized gains from equity method investees' cash flow hedge:
Unrealized holding gains arising during the period, net of tax		—		2,175			—			—			2,175
Holding gains reclassified to equity in earnings of non-consolidated entities, net of tax		—		(247	)		—			—			(247	)


Other comprehensive income (loss)		3,374		3,374			(87	)		(3,287	)		3,374


Total comprehensive income (loss)	$	64,950	$	61,262		$	(134	)	$	(61,128	)	$	64,950

Six months ended June 30, 2013

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

Net earnings (loss)	$	51,318	$	43,517		$	(218	)	$	(43,299	)	$	51,318
Equity in other comprehensive income of subsidiaries		7,628		1,333			—			(8,961	)		—
Foreign currency translation adjustment, net of tax		—		632			1,333			—			1,965
Pension and other benefit adjustments:
Amortization of net gains included in net periodic benefit costs, net of tax		—		(38	)		—			—			(38	)
Unrealized gains on marketable securities:
Unrealized holding gains arising during the period, net of tax		—		3,501			—			—			3,501
Less: reclassification adjustment for gains included in investment expense (income), net of tax		—		(21	)		—			—			(21	)
Unrealized gains from equity method investees' cash flow hedge:
Unrealized holding gains arising during the period, net of tax		—		2,468			—			—			2,468
Holding gains reclassified to equity in earnings of non-consolidated entities, net of tax		—		(247	)		—			—			(247	)


Other comprehensive income		7,628		7,628			1,333			(8,961	)		7,628


Total comprehensive income	$	58,946	$	51,145		$	1,115		$	(52,260	)	$	58,946

As of June 30, 2014:

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

Assets
Current assets:
Cash and equivalents	$	563		$	191,052		$	41,547		$	—		$	233,162
Receivables, net		(21	)		63,539			32			—			63,550
Deferred tax asset		—			93,396			—			—			93,396
Other current assets		—			81,081			1,577			—			82,658


Total current assets		542			429,068			43,156			—			472,766
Investment in equity of subsidiaries		1,627,780			17,012			—			(1,644,792	)		—
Property, net		—			1,207,311			297			—			1,207,608
Intangible assets, net		—			229,917			—			—			229,917
Intercompany advances		1,679,457			(1,677,059	)		(2,398	)		—			—
Goodwill		—			2,291,943			—			—			2,291,943
Deferred tax asset		—			96,824			—			—			96,824
Other long-term assets		14,536			396,072			21			—			410,629


Total assets	$	3,322,315		$	2,991,088		$	41,076		$	(1,644,792	)	$	4,709,687




Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—		$	258,195		$	495		$	—		$	258,690
Accrued expenses and other liabilities		5,409			136,203			(103	)		—			141,509
Deferred revenues and income		—			159,943			1			—			159,944
Current maturities of corporate borrowings and capital and financing lease obligations		14,225			8,722			—			—			22,947


Total current liabilities		19,634			563,063			393			—			583,090
Corporate borrowings		1,776,792			6,944			—			—			1,783,736
Capital and financing lease obligations		—			105,478			—			—			105,478
Exhibitor services agreement		—			324,445			—			—			324,445
Other long-term liabilities		—			363,378			23,671			—			387,049


Total liabilities		1,796,426			1,363,308			24,064			—			3,183,798
Stockholder's equity		1,525,889			1,627,780			17,012			(1,644,792	)		1,525,889


Total liabilities and stockholder's equity	$	3,322,315		$	2,991,088		$	41,076		$	(1,644,792	)	$	4,709,687

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

Six months ended June 30, 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	$	4,992		$	103,835		$	(2,579	)	$	—	$	106,248


Cash flows from investing activities:
Capital expenditures		—			(115,183	)		(25	)		—		(115,208	)
Investments in non-consolidated entities, net		—			(1,060	)		—			—		(1,060	)
Proceeds from the disposition of long-term assets		—			9			—			—		9
Other, net		—			1,540			—			—		1,540


Net cash used in investing activities		—			(114,694	)		(25	)		—		(114,719	)


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		(639,728	)		—			—			—		(639,728	)
Payment of initial public offering costs					(281	)		—			—		(281	)
Cash used to pay dividends to Parent		(19,489	)										(19,489	)
Deferred financing costs		(7,874	)		—			—			—		(7,874	)
Principal payments under capital and financing lease obligations		—			(3,388	)		—			—		(3,388	)
Principle payments under Term Loan		(3,875	)		—			—			—		(3,875	)
Principal amount of coupon payment under Senior Subordinated Notes due 2020		(3,052	)		—			—			—		(3,052	)
Change in intercompany advances		294,104			(295,869	)		1,765			—		—


Net cash provided by (used in) financing activities		(4,914	)		(299,538	)		1,765			—		(302,687	)


Effect of exchange rate changes on cash and equivalents		—			(540	)		549			—		9


Net increase (decrease) in cash and equivalents		78			(310,937	)		(290	)		—		(311,149	)
Cash and equivalents at beginning of period		485			501,989			41,837			—		544,311


Cash and equivalents at end of period	$	563		$	191,052		$	41,547		$	—	$	233,162

Six months ended June 30, 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	$	1,195		$	129,215		$	3,094		$	—	$	133,504


Cash flows from investing activities:
Capital expenditures		—			(104,687	)		(8	)		—		(104,695	)
Investments in non-consolidated entities, net		—			(2,781	)		15			—		(2,766	)
Acquisition of Rave theatres, net of cash acquired		—			(1,128	)		—			—		(1,128	)
Proceeds from the disposition of long-term assets		—			4,866			—			—		4,866
Other, net		—			(4,677	)		—			—		(4,677	)


Net cash used in investing activities		—			(108,407	)		7			—		(108,400	)


Cash flows from financing activities:
Proceeds from issuance of Term Loan due 2020		773,063			—			—			—		773,063
Repayment of Term Loan due 2016		(464,088	)		—			—			—		(464,088	)
Repayment of Term Loan due 2018		(296,250	)		—			—			—		(296,250	)
Deferred financing costs		(8,111	)		—			—			—		(8,111	)
Principal payments under capital and financing lease obligations		—			(3,064	)		—			—		(3,064	)
Principle payments under Term Loan		(3,939	)		—			—			—		(3,939	)
Payment of construction payables		—			(19,404	)		—			—		(19,404	)
Change in intercompany advances		(2,002	)		4,937			(2,935	)		—		—


Net cash used in financing activities		(1,327	)		(17,531	)		(2,935	)		—		(21,793	)


Effect of exchange rate changes on cash and equivalents		—			(57	)		(18	)		—		(75	)


Net increase (decrease) in cash and equivalents		(132	)		3,220			148			—		3,236
Cash and equivalents at beginning of period		308			89,168			41,452			—		130,928


Cash and equivalents at end of period	$	176		$	92,388		$	41,600		$	—	$	134,164