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 OPERATIONS

(in thousands)

	Three Months Ended (unaudited)									Nine Months Ended (unaudited)

	Three Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			June 29, 2012 through August 30, 2012			Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)			(Successor)			(Successor)			(Predecessor)
Revenues
Admissions	$	466,988		$	76,356		$	364,449		$	1,365,178		$	76,356		$	1,241,857
Food and beverage		201,612			32,365			153,580			589,026			32,365			513,729
Other theatre		27,384			5,785			17,672			82,247			5,785			86,929

Total revenues		695,984			114,506			535,701			2,036,451			114,506			1,842,515

Operating costs and expenses
Film exhibition costs		242,006			34,659			193,812			718,725			34,659			657,730
Food and beverage costs		26,284			4,778			20,727			80,032			4,778			69,946
Operating expense		182,630			46,059			126,599			534,059			46,059			468,680
Rent		111,865			33,493			77,040			339,213			33,493			299,805
General and administrative:
Merger, acquisition and transaction costs		299			504			169			1,952			504			1,615
Management fee		—			—			1,250			—			—			3,750
Other		26,450			7,269			11,699			59,797			7,269			42,736
Depreciation and amortization		48,603			16,602			32,637			147,435			16,602			137,818
Impairment of long-lived assets		—			—			—			—			—			285

Operating costs and expenses		638,137			143,364			463,933			1,881,213			143,364			1,682,365

Operating income (loss)		57,847			(28,858	)		71,768			155,238			(28,858	)		160,150
Other expense (income)
Other expense (income)		110			49			839			(184	)		49			1,985
Interest expense:
Corporate borrowings		32,221			10,241			27,855			97,704			10,241			108,994
Capital and financing lease obligations		2,606			442			972			7,914			442			3,878
Equity in (earnings) losses of non-consolidated entities		(14,323	)		3,378			1,208			(38,143	)		3,378			(18,240	)
Investment income		(69	)		(1	)		(15	)		(3,406	)		(1	)		(66	)

Total other expense		20,545			14,109			30,859			63,885			14,109			96,551

Earnings (loss) from continuing operations before income taxes		37,302			(42,967	)		40,909			91,353			(42,967	)		63,599
Income tax provision		3,430			100			2,100			10,860			100			3,005

Earnings (loss) from continuing operations		33,872			(43,067	)		38,809			80,493			(43,067	)		60,594
Earnings (loss) from discontinued operations, net of income taxes		(407	)		24			37,407			4,290			24			34,533

Net earnings (loss)	$	33,465		$	(43,043	)	$	76,216		$	84,783		$	(43,043	)	$	95,127

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Three Months Ended (unaudited)									Nine Months Ended (unaudited)

	Three Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			June 29, 2012 through August 30, 2012			Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)			(Successor)			(Successor)			(Predecessor)
Net earnings (loss)	$	33,465		$	(43,043	)	$	76,216		$	84,783		$	(43,043	)	$	95,127
Foreign currency translation adjustment, net of tax		(1,624	)		(895	)		8,973			341			(895	)		9,563
Pension and other benefit adjustments:
Net loss arising during the period, net of tax		—			—			—			—			—			(18,939	)
Net prior service credit arising during the period, net of tax		—			—			—			—			—			1,806
Amortization of net (gain) loss included in net periodic benefit costs, net of tax		(20	)		—			404			(58	)		—			988
Amortization of prior service credit included in net periodic benefit costs, net of tax		—			—			(183	)		—			—			(764	)
Unrealized gain (loss) on marketable securities:
Unrealized holding gain (loss) arising during the period, net of tax		(8,342	)		(731	)		(6,136	)		(4,841	)		(731	)		2,134
Less: reclassification adjustment for gains included in investment income, net of tax		(280	)		(1	)		(18	)		(301	)		(1	)		(72	)
Unrealized gain from equity method investees' cash flow hedge:
Unrealized holding gains arising during the period, net of tax		21			—			—			2,489			—			—
Holding gains reclassified to equity in earnings of non-consolidated entities		(43	)		—			—			(290	)		—			—

Other comprehensive income (loss)		(10,288	)		(1,627	)		3,040			(2,660	)		(1,627	)		(5,284	)

Total comprehensive income (loss)	$	23,177		$	(44,670	)	$	79,256		$	82,123		$	(44,670	)	$	89,843

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30, 2013		December 31, 2012

	(Successor)		(Successor)
	(unaudited)
ASSETS
Current assets:
Cash and equivalents	$	128,485	$	130,928
Receivables, net		47,895		97,108
Other current assets		73,467		70,627

Total current assets		249,847		298,663
Property, net		1,155,574		1,147,959
Intangible assets, net		236,553		243,180
Goodwill		2,296,374		2,251,296
Other long-term assets		388,518		332,740

Total assets	$	4,326,866	$	4,273,838

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable	$	189,767	$	226,220
Accrued expenses and other liabilities		167,455		155,286
Deferred revenues and income		136,407		171,122
Current maturities of corporate borrowings and capital and financing lease obligations		14,537		14,280

Total current liabilities		508,166		566,908
Corporate borrowings		2,067,905		2,070,671
Capital and financing lease obligations		111,207		116,369
Exhibitor services agreement		333,622		318,154
Other long-term liabilities		455,258		433,151

Total liabilities		3,476,158		3,505,253

Commitments and contingencies
Stockholder's equity:
Common stock, 1 share issued with 1¢ par value		—		—
Additional paid-in capital		801,811		801,811
Accumulated other comprehensive income		6,784		9,444
Accumulated earnings (deficit)		42,113		(42,670	)

Total stockholder's equity		850,708		768,585

Total liabilities and stockholder's equity	$	4,326,866	$	4,273,838

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended (unaudited)

	Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)
Cash flows from operating activities:
Net earnings (loss)	$	84,783		$	(43,043	)	$	95,127
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation and amortization		147,435			16,602			138,349
Impairment of assets		—			—			285
Loss (gain) on extinguishment and modification of debt		(422	)		—			538
Amortization of discount (premium) on corporate borrowings		(9,447	)		(965	)		1,346
Deferred income taxes		8,430			—			—
Theatre and other closure expense		4,489			434			13,515
Gain on dispositions		(4,545	)		(74	)		(50,269	)
Equity in earnings and losses from non-consolidated entities, net of distributions		(21,020	)		3,421			1,327
Change in assets and liabilities:
Receivables		55,548			2,773			39,691
Other assets		(2,045	)		(31,618	)		34,035
Accounts payable		(24,690	)		12,814			(69,546	)
Accrued expenses and other liabilities		(44,228	)		8,226			(63,962	)
Other, net		9,934			(695	)		(869	)

Net cash provided by (used in) operating activities		204,222			(32,125	)		139,567

Cash flows from investing activities:
Capital expenditures		(175,361	)		(10,638	)		(94,392	)
Merger, net of cash acquired		—			3,110			—
Investments in non-consolidated entities, net		(3,013	)		(13	)		(1,456	)
Acquisition of Rave theatres, net of cash acquired		(1,128	)		—			—
Proceeds from the disposition of long-term assets		4,646			107			7,574
Other, net		(5,422	)		(442	)		1,503

Net cash used in investing activities		(180,278	)		(7,876	)		(86,771	)

Cash flows from financing activities:
Proceeds from issuance of Term Loan due 2020		773,063			—			—
Repayment of Term Loan due 2016		(464,088	)		—			—
Repayment of Term Loan due 2018		(296,250	)		—			—
Proceeds from issuance of Term Loan due 2018		—			—			297,000
Repayment of Term Loan due 2013		—			—			(140,657	)
Repurchase of Senior Subordinated Notes due 2014		—			—			(300,000	)
Deferred financing costs		(9,106	)		—			(7,713	)
Principal payments under capital and financing lease obligations		(4,651	)		(222	)		(2,075	)
Principal payments under Term Loan		(5,876	)		—			(5,627	)
Change in construction payables		(19,404	)		(1,245	)		(8,765	)
Capital contribution		—			100,000			—

Net cash provided by (used in) financing activities		(26,312	)		98,533			(167,837	)
Effect of exchange rate changes on cash and equivalents		(75	)		(389	)		52

Net increase (decrease) in cash and equivalents		(2,443	)		58,143			(114,989	)
Cash and equivalents at beginning of period		130,928			98,531			213,520

Cash and equivalents at end of period	$	128,485		$	156,674		$	98,531

AMC ENTERTAINMENT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(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 (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 primarily located in the United States. AMCE is a wholly-owned subsidiary of AMC Entertainment Holdings, Inc. ("Parent") and an indirect, wholly-owned subsidiary of Dalian Wanda Group Co., Ltd. ("Wanda"), a Chinese private conglomerate.

On August 30, 2012, Wanda acquired Parent through a merger between Parent and Wanda Film Exhibition Co. Ltd. ("Merger Subsidiary"), a wholly-owned indirect subsidiary of Wanda, whereby Merger Subsidiary merged with and into Parent with Parent continuing as the surviving corporation and as a wholly-owned indirect subsidiary of Wanda (the "Merger"). In connection with the change of control pursuant to the Merger, the Company's assets and liabilities were adjusted to fair value on the closing date of the Merger by application of "push down" accounting. As a result of the application of "push down" accounting in connection with the Merger, the Company's financial statement presentations herein distinguish between a predecessor period ("Predecessor"), for periods prior to the Merger, and a successor period ("Successor"), for periods subsequent to the Merger. The Successor applied "push down" accounting and its financial statements reflect a new basis of accounting that is based on the fair value of assets acquired and liabilities assumed as of the Merger date, August 30, 2012. The Consolidated Financial Statements presented herein are those of Successor from August 31, 2012 through September 30, 2013, and those of Predecessor for all periods prior to the Merger date. As a result of the application of "push down" accounting at the time of the Merger, the financial statements for the Predecessor period and for the Successor period are presented on different bases and are, therefore, not comparable. See Note 2—Merger for additional information regarding the Merger.

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 Transition Report on Form 10-K for the transition period from March 30, 2012 to December 31, 2012. The December 31, 2012 Consolidated Balance Sheet data was derived from the audited balance sheet included in the Transition Report on Form 10-K, but does not include all disclosures required by generally accepted accounting principles in the United States ("U.S. GAAP"). 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 nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the calendar year ending December 31, 2013. The Company manages its business under one operating segment called Theatrical Exhibition.

Use of Estimates: Preparing the financial statements in conformity with U.S. GAAP 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.

Fiscal Year: On November 15, 2012, the Company changed its fiscal year to a calendar year ending on December 31^st of each year. Prior to the change, the Company had a 52/53 week fiscal year ending on the Thursday closest to the last day of March. All references to "fiscal year", unless otherwise noted, refer to the 52/53 week fiscal year, which ended on the Thursday closest to the last day of March.

Prior Period Adjustments: During the three months ended June 30, 2013, management identified adjustments necessary to correct the valuation allowance for deferred tax assets recognized when "push down" accounting was applied at the date of the Merger and to correct changes in the valuation allowance for deferred tax assets recognized subsequent to the Merger. The Company initially corrected these amounts as out-of-period adjustments during the three months ended June 30, 2013. The Company revised its presentation during the third quarter of 2013 to record these adjustments in the appropriate periods.

Management determined that an increase to the valuation allowance at the date of the Merger was necessary to provide for deferred tax assets that more likely than not will not be realized. The prior period adjustment increased reported goodwill by $31,463,000, decreased other current assets by $30,300,000 and increased other long-term liabilities by $1,163,000 as of December 31, 2012. The Company has adjusted its December 31, 2012 balance sheet included in this Form 10-Q from amounts previously reported to reflect these adjustments.

Management also determined that during the successor period from August 31, 2012 through December 31, 2012, reductions to the valuation allowance were incorrectly recorded, resulting in an understatement of tax expense and net loss from continuing operations of $5,520,000.

The Company adjusted for the cumulative effect in the carrying amount of other long-term liabilities for the immaterial error related to the successor period from August 31, 2012 through December 31, 2012 of $5,520,000 with an offsetting adjustment to accumulated deficit.

Such adjustments do not require previously filed reports with the SEC to be amended and such corrections may be made the next time the Company files the prior year financial statements.

See Note 2—Merger and Note 3—Acquisition, for additional information regarding the Merger and the Rave Acquisitions.

Discontinued Operations: The results of operations for the Company's discontinued operations have been eliminated from the Company's continuing operations and classified as discontinued operations for each period presented within the Company's Consolidated Statements of Operations. During the nine months ended September 30, 2013, the Company received $4,666,000 for a sales price adjustment from the sale of theatres located in Canada. The sales price adjustment was related to tax attributes of the theatres sold in Canada, which were not determinable or probable of collection at the date of the sale. The Company completed its tax returns for periods prior to the date of sale during the nine months ended September 30, 2013, at which time the buyer was able to determine amounts due pursuant to the sales price adjustment and remit payment to the Company. The Company recorded the additional gain on sale following the guidance for gain contingencies in ASC 450-30-25-1 when the gains were realizable.

The Company calculated the gain on sale and closure of its theatres in Canada and in the UK as follows during the period of December 30, 2011 through August 30, 2012:

(In thousands)	Total

	(Predecessor)
Proceeds from sale of UK theatre	$	395
Proceeds from sale of Canada theatres		1,472
Cash payment for closure of Canada theatre		(7,562	)

Net cash payment	$	(5,695	)
Fixed asset write-offs		(1,885	)
Recognition of cumulative translation losses in AOCI(1)		(11,069	)
Legal and professional fees		(1,582	)
Operating Lease Liabilities:
Deferred rent write-off		14,848
Unfavorable lease write-off		31,099
Deferred gain write-off		13,666

Gain on sale, net of lease termination expense	$	39,382

The Company operated all of the Canada and UK theatres pursuant to long-term operating lease agreements with original terms of 20 years. In connection with the sales of these theatres, the buyers assumed responsibility under the operating lease agreements and the Company was relieved of its legal obligation for future payments under the lease agreements. For the theatre that was closed, the Company paid the landlord $7,562,000 to terminate its obligation under the lease at the date of closing.

Other Expense (Income): The following table sets forth the components of other expense (income):

	Three Months Ended (unaudited)							Nine Months Ended (unaudited)

(In thousands)	Three Months Ended September 30, 2013		From Inception August 31, 2012 through September 27, 2012		June 29, 2012 through August 30, 2012			Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012		December 30, 2011 through August 30, 2012
	(Successor)		(Successor)		(Predecessor)			(Successor)			(Successor)		(Predecessor)
Loss on redemption of 8% Senior Subordinated Notes due 2014	$	—	$	—	$	1,297		$	—		$	—	$	1,937
Loss (gain) on Senior Secured Credit Facility		110		—		—			(130	)		—		383
Other expense (income)		—		49		(458	)		(54	)		49		(335	)

Other expense (income)	$	110	$	49	$	839		$	(184	)	$	49	$	1,985

Parent and Wanda completed a Merger on August 30, 2012 in which Wanda indirectly acquired all of the outstanding capital stock of Parent. Parent merged with Merger Subsidiary, whereby Merger Subsidiary merged with and into Parent with Parent continuing as the surviving corporation and as a wholly-owned indirect subsidiary of Wanda. The merger consideration totaled $701,811,000, with $700,000,000 invested by Wanda and $1,811,000 invested by members of management, for which 1,338,048 shares of Parent's Class A common stock and 3,497 shares of Parent's Class N common stock were issued, respectively. The management investment was equal to 50% of the after tax amount received by the applicable members of management with respect to equity awards outstanding at the time of the Merger. The price per share paid by management was equal to the fully diluted per share consideration received by the Company's former shareholders in the Merger. Wanda also acquired cash, corporate borrowings and capital and financing lease obligations in connection with the Merger, as described below.

In connection with the Merger agreement, $35,000,000 of consideration otherwise payable to the equity holders was deposited into an Indemnity Escrow Fund and $2,000,000 otherwise payable to the equity holders was deposited into an account designated by the Stockholder Representative. The $35,000,000 of consideration previously deposited in the Indemnity Escrow Fund, which was established to cover any indemnity claims by Wanda against the sellers (former owners) relating to their representations, warranties and covenants in connection with the Merger, was released in full on April 3, 2013. There were no indemnity claims made. Further, the $2,000,000 previously deposited in an account designated by the Stockholder Representative, which account was established to cover post-merger closing de minimis taxes and administrative fees and expenses, has also been released in full. On April 15, 2013, $1,600,000 net of such taxes, fees and expenses, was released back to the selling stockholders, including members of management. The Company accounted for the entire $701,811,000 as purchase price, which included the amounts placed in escrow, because the Company believed any contingencies requiring escrow were remote and that the amounts would be paid out subsequently.

As a result of the Merger and related change of control, the Company applied "push down" accounting, which requires allocation of the Merger consideration to the estimated fair values of the assets and liabilities acquired in the Merger. The allocation of Merger consideration was based on management's judgment after evaluating several factors, including a valuation assessment performed by a third party appraiser. Final appraisal reports were received during the first quarter of 2013. The appraisal measurements included a combination of income, replacement costs and market approaches and represents management's best estimate of fair value at August 30, 2012, the acquisition date. Management finalized its purchase price allocation during the first quarter of 2013. Adjustments made during the first quarter of 2013 increased recorded goodwill by approximately $32,000,000. Property, net and other long-term assets decreased by approximately $28,000,000 and $4,000,000, respectively, due to final determinations of fair values assigned to tangible assets. The following is a summary of the allocation of the Merger consideration:

(In thousands)	Total

Cash	$	101,641
Receivables, net		29,775
Other current assets		34,840
Property, net(1)		1,034,597
Intangible assets, net(2)		246,507
Goodwill(3)		2,204,223
Other long-term assets(4)		339,013
Accounts payable		(134,186	)
Accrued expenses and other liabilities		(138,535	)
Gift card, packaged tickets, and loyalty program liability(5)		(117,841	)
Corporate borrowings(6)		(2,086,926	)
Capital and financing lease obligations		(60,922	)
Exhibitor services agreement(7)		(322,620	)
Other long-term liabilities(8)		(427,755	)

Total Merger consideration	$	701,811

Corporate borrowings		2,086,926
Capital and financing lease obligations		60,922
Less: cash		(101,641	)

Total transaction value	$	2,748,018

below-market, or favorable, terms. Certain of the Company's leased locations were considered to be at favorable terms, and an intangible asset was ascribed for such lease agreements. However, the majority of lease agreements were considered to be at market terms. As a result, there is no owned real estate or lease intangible asset value ascribed to the majority of the Company's locations. In estimating the fair value of the favorable lease agreements, market rents were estimated for each of the Company's leased locations. If the contractual rents were considered to be below the market rent, a favorable lease agreement was valued by discounting the difference between the contractual rent and estimated market rates over the remaining lease term. Renewal options in the leases were also considered in determining the remaining lease term.

: Other intangible assets were also considered. For the Company's business, the largest intangible asset (other than favorable lease agreements) is the trade name. There was no customer relationship asset since the Company's customers represent "walk-in traffic" in which the customer would not meet the legal or separable criteria under ASC 805. The royalty savings method, a form of the income approach, was used to estimate the fair value of the trade name. In estimating the appropriate royalty rate for the trade name, the Company considered the impact and contribution that the trade name provides to the Company's operating cash flows. The Company assessed that the trade name does provide some contribution to the Company's operating cash flow, but that the attendance in the theatre is ultimately driven by factors that are not separable from goodwill such as the quality of the film product, the location of each individual theatre, the physical condition of the individual theatre, and the competitive landscape of the individual theatre.
: Other than the favorable lease agreements and the trade name, there are not many other operating intangible assets for the Company's business. However, the Company does have some contractual relationships identified as intangible assets. These contractual relationships include the non-compete agreement that was entered into as part of the Company's acquisition of Kerasotes, management agreements in which the Company manages certain theatres that are owned by a third party, and the NCM tax receivable agreement (the "NCM TRA") which represents an agreement in which the Company receives a certain portion of a tax benefit that NCM is expected to receive as part of the Company's partial ownership interest in NCM. The non-compete agreement was valued using the differential cash flow method, a form of the income approach, in which the cash flows of the Company were estimated under a scenario in which the non-compete agreement was in place and a scenario in which there was no non-compete agreement. The value of the non-compete agreement was considered to be the difference of the discounted cash flows between the two scenarios over the remaining contractual term of the agreement. The management agreements were valued using the income approach, in which the annual management fees over the life of the agreements, were discounted. The NCM TRA was valued using the income approach in which the future tax benefit distribution realized from any tax amortization of intangible assets was estimated and discounted. The Company determined the value of the TRA using a discounted cash flow model. For the purposes of its analysis, the Company estimated the cash receipts from taxable transactions that were known as of the date of the Merger. The Company did not consider future transactions that NCM may undertake. The Company estimated a run-off

of the intangible asset amortization benefits from the TRA due to the following transactions:

1.: ESA (Exhibitor Services Agreement)—relates to the amortization due to a modification of the initial ESA agreement.
2.: CUA (Common Unit Adjustment)—relates to NCM issuing additional common units to the founding members if there is an increase in the number of theatres under the ESA agreement. A reduction of common units is made if there are theatres removed from the ESA agreement.
3.: AMC II Benefit—relates to AMC's acquisition of Kerasotes theatres.
4.: IPO Exchange Benefit—relates to amortization from NCM's IPO in 2007.
5.: IPO II Exchange Benefit—relates to amortization step ups from NCM's secondary IPO in 2010.
6.: Capital Account Administration Allocation—relates to receipts attributable to the account administration.

: The estimated TRA receipts through 2037 are tax effected at 40%, based on a blended federal and 50-state average tax rate. The after tax receipts were discounted to a present value using a discount rate of 12.0%, based on the cost of equity of NCM, as the TRA payments only benefit the equity holders.
(3): Goodwill represents the excess of the Merger consideration over the net assets recognized and represents the future expected economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill associated with the Merger is not tax deductible. Additionally, the Company expects to realize synergies and cost savings related to the Merger. Wanda is the largest theatre exhibition operator in China through its controlling ownership interest in Wanda Cinema Line. The combined ownership and scale of AMC and Wanda Cinema Line, has enabled them to enhance relationships and obtain better terms from important food and beverage, lighting and theatre supply vendors, and to expand their strategic partnership with IMAX. Wanda and AMC are also working together to offer Hollywood studios and other production companies valuable access to their industry-leading promotion and distribution platforms, with the goal of gaining greater access to content and playing a more important role in the industry going forward.
(4): Other long-term assets primarily include equity method investments, real estate held for investment and marketable equity securities recorded at fair value.
(5): Represents a liability related to the sales of gift cards, packaged tickets and AMC Stubs™ memberships and rewards outstanding at August 30, 2012, recorded at fair value. The Company determined fair value for the gift cards and packaged tickets by removing the amount of unrecognized breakage income that was included in the deferred revenue amounts prior to the Merger. The Company made purchase accounting adjustments to reduce its deferred revenues for packaged tickets by $24,859,000 and gift cards by $7,441,000 such that the Company would recognize a normal profit margin on its deferred

revenues for the future redemptions of the sales that occurred prior to the Merger. The Company did not make any fair value adjustments to its deferred revenues related to AMC Stubs as a result of the Merger because deferred revenues for the annual memberships require performance by AMC in the future and there was not sufficient historical data to estimate amounts of future breakage for AMC Stubs rewards. AMC Stubs vested rewards expire after 90 days if unused and AMC Stubs progress rewards expire to the extent members do not renew their annual membership.

(6): Corporate borrowings include borrowings under the Senior Secured Credit Facility-Term Loan due 2016, the Senior Secured Credit Facility-Term Loan due 2018, the 8.75% Senior Fixed Rate Notes due 2019 and the 9.75% Senior Subordinated Notes due 2020, recorded at fair value.
(7): In connection with the completion of NCM, Inc.'s IPO on February 13, 2007, the Company entered into the Exhibitor Services Agreement that provided favorable terms to NCM in exchange for a payment of $231,308,000. The Exhibitor Services Agreement was considered an unfavorable contract to the Company and the fair value of the contract was estimated as the present value of the difference between the Company's expected payments under the contract and a market rate over the life of the contract.
(8): Other long-term liabilities consist of certain theatre leases that have been identified as unfavorable, adjustments to reset deferred rent related to escalations of minimum rentals to zero, adjustments for pension and postretirement medical plan liabilities and deferred RealD Inc. lease incentive recorded at fair value. Other long-term liabilities include deferred tax liabilities resulting from indefinite temporary differences that arose primarily from the application of "push down" accounting.

Quoted market prices and observable market based inputs were used to estimate the fair value of corporate borrowings (Level 2) and the Company's investments in NCM and equity securities available for sale, including RealD Inc. common stock (Level 1). The fair value measurements of other tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows, appraisals, market comparables, and quoted market prices.

During the nine months ended September 30, 2013, the Company incurred additional Merger-related costs of approximately $951,000, which are included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations.

For further information about other Merger-related costs and change of control transactions for Corporate Borrowings, see Note 2—Merger and Note 9—Corporate Borrowings and Capital and Financing Lease Obligations in the Company's Transition Report on Form 10-K for the transition year ended December 31, 2012.

The unaudited pro forma financial information presented below sets forth the Company's historical statements of operations for the periods indicated and gives effect to the Merger as if "push down" accounting had been applied as of December 30, 2011. Such information is presented for comparative

purposes to the Consolidated Statements of Operations only and does not purport to represent what the Company's results of operations would actually have been had these transactions occurred on the date indicated or to project its results of operations for any future period or date.

	Three Months Ended			Nine Months Ended

(In thousands)	Pro forma June 29, 2012 through September 27, 2012			Pro forma December 30, 2011 through September 27, 2012
	(Predecessor)			(Predecessor)
	(unaudited)
Revenues
Admissions	$	440,805		$	1,318,213
Food and beverage		185,945			546,094
Other theatre		22,818			69,139

Total revenues		649,568			1,933,446

Operating Costs and Expenses
Film exhibition costs		228,471			692,389
Food and beverage costs		25,505			74,724
Operating expense		173,411			516,810
Rent		110,138			332,112
General and administrative:
Merger, acquisition and transaction costs		673			2,119
Management fee		—			—
Other		18,747			49,781
Depreciation and amortization		48,373			150,537
Impairment of long-lived assets		—			285

Operating costs and expenses		605,318			1,818,757

Operating income		44,250			114,689
Other expense (income)
Other expense		888			2,034
Interest expense:
Corporate borrowings		34,505			106,254
Capital and financing lease obligations		1,414			4,320
Equity in (earnings) losses of non-consolidated entities		2,456			(7,161	)
Investment (income) expense		193			(3,389	)

Total other expense		39,456			102,058

Earnings from continuing operations before income taxes		4,794			12,631
Income tax provision		5,300			8,500

Earnings (loss) from continuing operations		(506	)		4,131
Earnings from discontinued operations, net of income taxes		37,431			34,557

Net earnings	$	36,925		$	38,688

In December 2012, the Company completed the acquisition of 4 theatres and 61 screens from Rave Reviews Cinemas, LLC and 6 theatres and 95 screens from Rave Digital Media, LLC, (together "Rave"). The total purchase price for the Rave theatres, paid in cash, was $88,683,000, net of cash acquired, and is subject to working capital and other purchase price adjustments. Approximately $881,000 of the total purchase price was paid during the nine months ended September 30, 2013. The Company acquired the Rave theatres based on their highly complementary geographic presence in certain key markets. Additionally, the Company expects to realize synergies and cost savings related to the Rave acquisition as a result of moving to the Company's operating practices, decreasing costs for newspaper advertising, food and beverage costs, and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies.

The acquisitions are being treated as a purchase in accordance with Accounting Standards Codification, ("ASC") 805, Business Combinations, which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management's judgment after evaluating several factors, including bid prices from potential buyers and a valuation assessment. The allocation of purchase price is subject to changes as an appraisal of assets and liabilities is not yet completed. The following is a summary of a preliminary allocation of the purchase price:

During the nine months ended September 30, 2013, the Company incurred acquisition-related costs for the Rave theatres of approximately $610,000, which are included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. The

Company's operating results for the nine months ended September 30, 2013 were not materially impacted by this acquisition.

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, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of September 30, 2013, include a 15.44% interest in NCM, a 50% interest in two U.S. theatres and one IMAX screen, 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"). 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 the Company's non-consolidated equity method investments for the three months ended September 30, 2013, the period June 29, 2012 through August 30, 2012, and the period August 31, 2012 through September 27, 2012 is shown below:

Condensed financial information of the Company's non-consolidated equity method investments for the nine months ended September 30, 2013, the period December 30, 2011 through August 30, 2012, and the period August 31, 2012 through September 27, 2012 is shown below:

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

	Three Months Ended								Nine Months Ended

(In thousands)	Three Months Ended September 30, 2013		From Inception August 31, 2012 through September 27, 2012			June 29, 2012 through August 30, 2012			Nine Months Ended September 30, 2013		From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012
	(Successor)		(Successor)			(Predecessor)			(Successor)		(Successor)			(Predecessor)
National CineMedia, LLC	$	7,218	$	116		$	7,027		$	15,917	$	116		$	16,560
Digital Cinema Implementation Partners, LLC		5,159		541			2,132			12,986		541			7,079
Open Road Releasing, LLC		1,600		(3,933	)		(10,616	)		8,650		(3,933	)		(6,676	)
Other		346		(102	)		249			590		(102	)		1,277

The Company's recorded equity in earnings (losses)	$	14,323	$	(3,378	)	$	(1,208	)	$	38,143	$	(3,378	)	$	18,240

DCIP Transactions. The Company will make capital contributions to DCIP for projector and installation costs in excess of an agreed upon cap ($68,000 per system for digital conversions and $44,000 for new build locations). 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.

Open Road Films Transactions. The Company recorded the following transactions with Open Road Films:

NCM Transactions. Effective June 7, 2013, NCM issued 5,315,837 common membership units to another founding member due to an acquisition, which caused a decrease in the Company's ownership share from 16.29% to 15.59%. As of September 30, 2013, the Company owns 19,052,770 common membership units, or a 15.44% 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 $359,335,000, based on the publically quoted price per share of NCM, Inc. on September 30, 2013 of $18.86 per share.

The Company recorded the following changes in the carrying amount of its investment in NCM and equity in earnings of NCM during the nine months ended September 30, 2013:

(In thousands)	Investment in NCM(1)			Exhibitor Services Agreement(2)			Other Comprehensive (Income)			Cash Received		Equity in (Earnings) Loss			Advertising (Revenue)

	(Successor)			(Successor)			(Successor)			(Successor)		(Successor)			(Successor)
Ending balance December 31, 2012	$	245,047		$	(318,154	)	$	(797	)
Receipt of common units		26,315			(26,315	)		—
Receipt of excess cash distributions		(16,896	)		—			—		$	16,896	$	—		$	—
Amortization of deferred revenue		—			10,846			—			—		—			(10,846	)
Unrealized gain from cash flow hedge		1,101			—			(1,101	)		—		—			—
Change in interest gain(3)		2,716			—			—			—		(2,716	)		—
Equity in earnings(4)		15,383			—			—			—		(15,383	)		—
Equity in loss from amortization of basis difference(5)		(2,182	)		—			—			—		2,182			—

For the period ended or balance as of September 30, 2013	$	271,484		$	(333,623	)	$	(1,898	)	$	16,896	$	(15,917	)	$	(10,846	)

(1): As of the date of the Merger, August 30, 2012, the Company's investment in NCM consisted of a single investment tranche (Tranche 1 Investment) consisting of 17,323,782 membership units recorded at fair value (Level 1). As a result of the Rave theatre acquisitions in December of 2012, and as provided under the Common Unit Adjustment Agreement dated as of February 13, 2007, the Company received 1,728,988 additional NCM common membership units in 2013 valued at $26,315,000 and is recorded in a new tranche, (Tranche 2 Investment).
(2): Represents the unamortized portion of the Exhibitor Services Agreement ("ESA") with NCM. Such amounts are being amortized to other theatre 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). In connection with the Merger on August 30, 2012, the amounts related to the ESA were adjusted to estimated fair value.
(3): A non-cash gain was recorded to adjust the Company's investment balance due to NCM's issuance of 5,315,837 common membership units to another founding member, at a price per share in excess of the Company's average carrying amount per share.

During the nine month successor period ended September 30, 2013, payments received of $3,677,000 related to the NCM tax receivable agreement are recorded in investment income net of related amortization for the NCM tax receivable agreement intangible asset. Amounts related to the NCM tax receivable agreement of $3,949,000 were recorded in equity in earnings of non-consolidated entities during the period December 30, 2011 through August 30, 2012. Prior to the Merger, the Company did not have any carrying value related to the NCM tax receivable agreement. In connection with push down accounting as required by the Merger, the Company recorded an amortizable intangible asset in the amount of $20,900,000 related to the NCM tax receivable agreement. Because the Company has established a separate asset apart from its equity method investment in NCM that derives all of its fair value from the expected future payments under the NCM tax receivable agreement, the Company will account for the cash receipts under the NCM tax receivable agreement separately from its equity method investment in NCM. Prior to the Merger, the majority of the Company's investment in NCM (Tranche 1) was recorded at a carrying value of $0 and the remainder of the Company's investment in NCM (Tranche 2) was recorded at a carrying value of $72,323,000. Subsequent to the Merger, the Company increased the carrying value of its Tranche 1 and Tranche 2 investments in NCM from $72,323,000 to a fair value of $250,155,000. As both the NCM tax receivable agreement and investment in NCM were separately recorded at fair value as a result of the Merger, the Company will account for the NCM tax receivable agreement intangible amortization and NCM tax receivable agreement cash receipts separately as components of investment income, and the Company will account for its share of earnings in NCM and distributions of its earnings following the equity method.

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 September 30, 2013:

			Fair Value Measurements at September 30, 2013 Using

(In thousands)	Total Carrying Value at September 30, 2013		Quoted prices in active market (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	(Successor)
*Other long-term assets:*
Money Market Mutual Funds	$	113	$	113	$	—	$	—
Equity securities, available-for-sale:
RealD Inc. Common Stock		8,559		8,559		—		—
Mutual Fund Large U.S. Equity		2,515		2,515		—		—
Mutual Fund Small/Mid U.S. Equity		758		758		—		—
Mutual Fund International		392		392		—		—
Mutual Fund Balance		160		160		—		—
Mutual Fund Fixed Income		379		379		—		—

Total assets at fair value	$	12,876	$	12,876	$	—	$	—

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. See Note 11—Accumulated Other Comprehensive Income for the unrealized gain on the equity securities recorded in accumulated other comprehensive income.

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:

Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value.

A rollforward of reserves for theatre and other closure and disposition of assets is as follows:

	Nine Months Ended

(In thousands)	Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)
Beginning balance	$	61,344		$	62,935		$	66,497
Theatre and other closure expense—continuing operations		4,489			434			5,953
Theatre and other closure expense—discontinued operations		—			—			7,562
Transfer of assets and liabilities		(55	)		—			(456	)
Foreign currency translation adjustment		(322	)		648			683
Cash payments		(8,947	)		(871	)		(17,304	)

Ending balance	$	56,509		$	63,146		$	62,935

Theatre and other closure expense was primarily due to accretion on previously closed properties with remaining lease obligations during the nine month Successor period ended September 30, 2013 and the period of August 31, 2012 through September 27, 2012. During the Predecessor period of December 30, 2011 through August 30, 2012, theatre and other closure expense of $5,953,000 was primarily due to accretion on previously closed properties with remaining lease obligations and an early termination of a lease agreement. In addition, the Company closed one theatre with 20 screens located in Canada and paid the landlord $7,562,000 to terminate the lease agreement during the Predecessor period. During the three months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period June 29, 2012 through August 30, 2012, the Company recognized theatre and other closure expense of $1,469,000, $434,000, and $764,000, respectively. During the nine months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period December 30, 2011 through August 30, 2012, the Company recognized theatre and other closure expense from continuing operations of $4,489,000, $434,000, and $5,953,000, respectively.

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:

	Nine Months Ended

(In thousands)	Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)
Income tax expense at the federal statutory rate	$	31,975		$	(15,050	)	$	22,260
Effect of:
State income taxes		(3,610	)		100			3,005
Permanent items		120			—			1,000
Change in FIN 48 Reserve		3,535			—			—
Change in net operating loss carryforward for excess tax deductions		(28,420	)		—			—
Valuation allowance		7,260			15,050			(23,260	)

Income tax expense	$	10,860		$	100		$	3,005

Effective income tax rate		11.9	%		(0.2	)%		4.7	%

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

The change in FIN 48 reserve relates to gross increases due to new positions during the nine months ended September 30, 2013 of $4,000,000, partially offset by favorable resolutions with taxing authorities of $(465,000).

If, in the future, the Company generates sufficient earnings in the United States federal and state tax jurisdictions where it has recorded full valuation allowances, management's conclusion regarding the need for a valuation allowance in these tax jurisdictions could change. If this were to occur, the Company could have a reduction of some or a significant portion of the Company's recorded valuation allowance in the near term, which would reduce the Company's income tax provision and therefore increase net earnings. This determination would be dependent on a number of factors which would include, but not be limited to, the Company's expectation of future taxable income.

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 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	$	—		$	465,941		$	1,047		$	—		$	466,988
Food and beverage		—			201,164			448			—			201,612
Other theatre		—			27,332			52			—			27,384

Total revenues		—			694,437			1,547			—			695,984

Operating Costs and Expenses
Film exhibition costs		—			241,533			473			—			242,006
Food and beverage costs		—			26,191			93			—			26,284
Operating expense		5			181,717			908			—			182,630
Rent		—			111,365			500			—			111,865
General and administrative:
Merger, acquisition and transaction costs		—			299			—			—			299
Other		—			26,449			1			—			26,450
Depreciation and amortization		—			48,593			10			—			48,603

Operating costs and expenses		5			636,147			1,985			—			638,137

Operating income (loss)		(5	)		58,290			(438	)		—			57,847
Other expense (income)
Equity in net (earnings) loss of subsidiaries		(29,913	)		438			—			29,475			—
Other expense (income)		—			110			—			—			110
Interest expense:
Corporate borrowings		32,359			42,620			—			(42,758	)		32,221
Capital and financing lease obligations		—			2,606			—			—			2,606
Equity in earnings of non-consolidated entities		—			(14,323	)		—			—			(14,323	)
Investment income		(35,916	)		(6,911	)		—			42,758			(69	)

Total other expense (income)		(33,470	)		24,540			—			29,475			20,545

Earnings (loss) from continuing operations before income taxes		33,465			33,750			(438	)		(29,475	)		37,302
Income tax provision		—			3,430			—			—			3,430

Earnings (loss) from continuing operations		33,465			30,320			(438	)		(29,475	)		33,872
Loss from discontinued operations, net of income taxes		—			(407	)		—			—			(407	)

Net earnings (loss)	$	33,465		$	29,913		$	(438	)	$	(29,475	)	$	33,465

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

Revenues
Admissions	$	—		$	76,090		$	266		$	—		$	76,356
Food and beverage		—			32,264			101			—			32,365
Other theatre		—			5,758			27			—			5,785

Total revenues		—			114,112			394			—			114,506

Operating Costs and Expenses
Film exhibition costs		—			34,565			94			—			34,659
Food and beverage costs		—			4,755			23			—			4,778
Operating expense		(11	)		45,778			292			—			46,059
Rent		—			33,332			161			—			33,493
General and administrative:
Merger, acquisition and transaction costs		—			504			—			—			504
Management fee		—			—			—			—			—
Other		—			7,277			(8	)		—			7,269
Depreciation and amortization		—			16,598			4			—			16,602

Operating costs and expenses		(11	)		142,809			566			—			143,364

Operating income (loss)		11			(28,697	)		(172	)		—			(28,858	)
Other expense (income)
Equity in net losses of subsidiaries		44,380			289			—			(44,669	)		—
Other expense		—			49			—			—			49
Interest expense:
Corporate borrowings		10,273			11,679			—			(11,711	)		10,241
Capital and financing lease obligations		—			442			—			—			442
Equity in losses of non-consolidated entities		112			3,253			13			—			3,378
Investment income		(11,711	)		(1	)		—			11,711			(1	)

Total other expense		43,054			15,711			13			(44,669	)		14,109

Loss from continuing operations before income taxes		(43,043	)		(44,408	)		(185	)		44,669			(42,967	)
Income tax provision		—			100			—			—			100

Loss from continuing operations		(43,043	)		(44,508	)		(185	)		44,669			(43,067	)
Earnings (loss) from discontinued operations, net of income taxes		—			128			(104	)		—			24

Net loss	$	(43,043	)	$	(44,380	)	$	(289	)	$	44,669		$	(43,043	)

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

Revenues
Admissions	$	—		$	363,672		$	777		$	—		$	364,449
Food and beverage		—			153,239			341			—			153,580
Other theatre		—			17,616			56			—			17,672

Total revenues		—			534,527			1,174			—			535,701

Operating Costs and Expenses
Film exhibition costs		—			193,391			421			—			193,812
Food and beverage costs		—			20,656			71			—			20,727
Operating expense		(2	)		125,957			644			—			126,599
Rent		—			76,713			327			—			77,040
General and administrative:
Merger, acquisition and transaction costs		—			169			—			—			169
Management fee		—			1,250			—			—			1,250
Other		—			11,687			12			—			11,699
Depreciation and amortization		—			32,629			8			—			32,637

Operating costs and expenses		(2	)		462,452			1,483			—			463,933

Operating income (loss)		2			72,075			(309	)		—			71,768
Other expense (income)
Equity in net earnings of subsidiaries		(73,930	)		(14,205	)		—			88,135			—
Other expense		—			839			—			—			839
Interest expense:
Corporate borrowings		27,601			35,662			—			(35,408	)		27,855
Capital and financing lease obligations		—			972			—			—			972
Equity in losses of non-consolidated entities		14			1,083			111			—			1,208
Investment income		(29,899	)		(5,524	)		—			35,408			(15	)

Total other expense		(76,214	)		18,827			111			88,135			30,859

Earnings (loss) from continuing operations before income taxes		76,216			53,248			(420	)		(88,135	)		40,909
Income tax provision		—			2,100			—			—			2,100

Earnings (loss) from continuing operations		76,216			51,148			(420	)		(88,135	)		38,809
Earnings from discontinued operations, net of income taxes		—			22,782			14,625			—			37,407

Net earnings	$	76,216		$	73,930		$	14,205		$	(88,135	)	$	76,216

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

Revenues
Admissions	$	—		$	1,361,942		$	3,236		$	—		$	1,365,178
Food and beverage		—			587,634			1,392			—			589,026
Other theatre		—			82,031			216			—			82,247

Total revenues		—			2,031,607			4,844			—			2,036,451

Operating Costs and Expenses
Film exhibition costs		—			717,241			1,484			—			718,725
Food and beverage costs		—			79,735			297			—			80,032
Operating expense		174			531,084			2,801			—			534,059
Rent		—			337,730			1,483			—			339,213
General and administrative:
Merger, acquisition and transaction costs		—			1,952			—			—			1,952
Other		—			59,795			2			—			59,797
Depreciation and amortization		—			147,403			32			—			147,435

Operating costs and expenses		174			1,874,940			6,099			—			1,881,213

Operating income (loss)		(174	)		156,667			(1,255	)		—			155,238
Other expense (income)
Equity in net (earnings) loss of subsidiaries		(73,430	)		656			—			72,774			—
Other income		—			(184	)		—			—			(184	)
Interest expense:
Corporate borrowings		98,039			131,069			—			(131,404	)		97,704
Capital and financing lease obligations		—			7,914			—			—			7,914
Equity in (earnings) losses of non-consolidated entities		2			(38,132	)		(13	)		—			(38,143	)
Investment income		(109,568	)		(24,976	)		(266	)		131,404			(3,406	)

Total other expense (income)		(84,957	)		76,347			(279	)		72,774			63,885

Earnings (loss) from continuing operations before income taxes		84,783			80,320			(976	)		(72,774	)		91,353
Income tax provision		—			10,860			—			—			10,860

Earnings (loss) from continuing operations		84,783			69,460			(976	)		(72,774	)		80,493
Earnings from discontinued operations, net of income taxes		—			3,970			320			—			4,290

Net earnings (loss)	$	84,783		$	73,430		$	(656	)	$	(72,774	)	$	84,783

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

Revenues
Admissions	$	—		$	76,090		$	266		$	—		$	76,356
Food and beverage		—			32,264			101			—			32,365
Other theatre		—			5,758			27			—			5,785

Total revenues		—			114,112			394			—			114,506

Operating Costs and Expenses
Film exhibition costs		—			34,565			94			—			34,659
Food and beverage costs		—			4,755			23			—			4,778
Operating expense		(11	)		45,778			292			—			46,059
Rent		—			33,332			161			—			33,493
General and administrative:
Merger, acquisition and transaction costs		—			504			—			—			504
Management fee		—			—			—			—			—
Other		—			7,277			(8	)		—			7,269
Depreciation and amortization		—			16,598			4			—			16,602

Operating costs and expenses		(11	)		142,809			566			—			143,364

Operating income (loss)		11			(28,697	)		(172	)		—			(28,858	)
Other expense (income)
Equity in net losses of subsidiaries		44,380			289			—			(44,669	)		—
Other expense		—			49			—			—			49
Interest expense:
Corporate borrowings		10,273			11,679			—			(11,711	)		10,241
Capital and financing lease obligations		—			442			—			—			442
Equity in losses of non-consolidated entities		112			3,253			13			—			3,378
Investment income		(11,711	)		(1	)		—			11,711			(1	)

Total other expense		43,054			15,711			13			(44,669	)		14,109

Loss from continuing operations before income taxes		(43,043	)		(44,408	)		(185	)		44,669			(42,967	)
Income tax provision		—			100			—			—			100

Loss from continuing operations		(43,043	)		(44,508	)		(185	)		44,669			(43,067	)
Earnings (loss) from discontinued operations, net of income taxes		—			128			(104	)		—			24

Net loss	$	(43,043	)	$	(44,380	)	$	(289	)	$	44,669		$	(43,043	)

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

Revenues
Admissions	$	—		$	1,238,682		$	3,175		$	—		$	1,241,857
Food and beverage		—			512,400			1,329			—			513,729
Other theatre		—			86,704			225			—			86,929

Total revenues		—			1,837,786			4,729			—			1,842,515

Operating Costs and Expenses
Film exhibition costs		—			656,207			1,523			—			657,730
Food and beverage costs		—			69,665			281			—			69,946
Operating expense		255			466,107			2,318			—			468,680
Rent		—			298,470			1,335			—			299,805
General and administrative:
Merger, acquisition and transaction costs		—			1,615			—			—			1,615
Management fee		—			3,750			—			—			3,750
Other		—			42,677			59			—			42,736
Depreciation and amortization		—			137,772			46			—			137,818
Impairment of long-lived assets		—			285			—			—			285

Operating costs and expenses		255			1,676,548			5,562			—			1,682,365

Operating income (loss)		(255	)		161,238			(833	)		—			160,150
Other expense (income)
Equity in net earnings of subsidiaries		(86,177	)		(14,710	)		—			100,887			—
Other expense		—			1,985			—			—			1,985
Interest expense:
Corporate borrowings		107,959			140,202			—			(139,167	)		108,994
Capital and financing lease obligations		—			3,878			—			—			3,878
Equity in (earnings) losses of non-consolidated entities		86			(17,224	)		(1,102	)		—			(18,240	)
Investment income		(117,250	)		(21,983	)		—			139,167			(66	)

Total other expense		(95,382	)		92,148			(1,102	)		100,887			96,551

Earnings from continuing operations before income taxes		95,127			69,090			269			(100,887	)		63,599
Income tax provision		—			3,005			—			—			3,005

Earnings from continuing operations		95,127			66,085			269			(100,887	)		60,594
Earnings from discontinued operations, net of income taxes		—			20,092			14,441			—			34,533

Net earnings	$	95,127		$	86,177		$	14,710		$	(100,887	)	$	95,127

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

Assets
Current assets:
Cash and equivalents	$	210		$	86,844		$	41,431	$	—		$	128,485
Receivables, net		(10	)		47,852			53		—			47,895
Other current assets		—			72,092			1,375		—			73,467

Total current assets		200			206,788			42,859		—			249,847
Investment in equity of subsidiaries		962,990			19,653			—		(982,643	)		—
Property, net		—			1,155,488			86		—			1,155,574
Intangible assets, net		—			236,553			—		—			236,553
Intercompany advances		1,982,701			(1,983,355	)		654		—			—
Goodwill		—			2,296,374			—		—			2,296,374
Other long-term assets		8,327			379,748			443		—			388,518

Total assets	$	2,954,218		$	2,311,249		$	44,042	$	(982,643	)	$	4,326,866

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—		$	189,466		$	301	$	—		$	189,767
Accrued expenses and other liabilities		27,855			139,527			73		—			167,455
Deferred revenues and income		—			136,402			5		—			136,407
Current maturities of corporate borrowings and capital and financing lease obligations		7,750			6,787			—		—			14,537

Total current liabilities		35,605			472,182			379		—			508,166
Corporate borrowings		2,067,905			—			—		—			2,067,905
Capital and financing lease obligations		—			111,207			—		—			111,207
Exhibitor services agreement		—			333,622			—		—			333,622
Other long-term liabilities		—			431,248			24,010		—			455,258

Total liabilities		2,103,510			1,348,259			24,389		—			3,476,158
Stockholder's equity		850,708			962,990			19,653		(982,643	)		850,708

Total liabilities and stockholder's equity	$	2,954,218		$	2,311,249		$	44,042	$	(982,643	)	$	4,326,866

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

Assets
Current assets:
Cash and equivalents	$	308	$	89,168		$	41,452	$	—		$	130,928
Receivables, net		20		97,004			84		—			97,108
Other current assets		—		69,150			1,477		—			70,627

Total current assets		328		255,322			43,013		—			298,663
Investment in equity of subsidiaries		888,865		16,980			—		(905,845	)		—
Property, net		—		1,147,874			85		—			1,147,959
Intangible assets, net		—		243,180			—		—			243,180
Intercompany advances		1,958,022		(1,958,901	)		879		—			—
Goodwill		—		2,251,296			—		—			2,251,296
Other long-term assets		59		332,199			482		—			332,740

Total assets	$	2,847,274	$	2,287,950		$	44,459	$	(905,845	)	$	4,273,838

Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable	$	—	$	225,754		$	466	$	—		$	226,220
Accrued expenses and other liabilities		14		154,903			369		—			155,286
Deferred revenues and income		—		171,105			17		—			171,122
Current maturities of corporate borrowings and capital and financing lease obligations		8,004		6,276			—		—			14,280

Total current liabilities		8,018		558,038			852		—			566,908
Corporate borrowings		2,070,671		—			—		—			2,070,671
Capital and financing lease obligations		—		116,369			—		—			116,369
Exhibitor services agreement		—		318,154			—		—			318,154
Other long-term liabilities		—		406,524			26,627		—			433,151

Total liabilities		2,078,689		1,399,085			27,479		—			3,505,253
Stockholder's equity		768,585		888,865			16,980		(905,845	)		768,585

Total liabilities and stockholder's equity	$	2,847,274	$	2,287,950		$	44,459	$	(905,845	)	$	4,273,838

(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	$	30,193		$	174,272		$	(243	)	$	—	$	204,222

Cash flows from investing activities:
Capital expenditures		—			(175,353	)		(8	)		—		(175,361	)
Investments in non-consolidated entities, net		—			(3,028	)		15			—		(3,013	)
Acquisition of Rave theatres, net of cash acquired		—			(1,128	)		—			—		(1,128	)
Proceeds from the disposition of long-term assets		—			4,646			—			—		4,646
Other, net		—			(5,422	)		—			—		(5,422	)

Net cash provided by (used in) investing activities		—			(180,285	)		7			—		(180,278	)

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		(9,106	)		—			—			—		(9,106	)
Principal payments under capital and financing lease obligations		—			(4,651	)		—			—		(4,651	)
Principle payments under Term Loan		(5,876	)		—			—			—		(5,876	)
Change in construction payables		—			(19,404	)		—			—		(19,404	)
Change in intercompany advances		(28,034	)		27,809			225			—		—

Net cash provided by (used in) financing activities		(30,291	)		3,754			225			—		(26,312	)

Effect of exchange rate changes on cash and equivalents		—			(65	)		(10	)		—		(75	)

Net decrease in cash and equivalents		(98	)		(2,324	)		(21	)		—		(2,443	)
Cash and equivalents at beginning of period		308			89,168			41,452			—		130,928

Cash and equivalents at end of period	$	210		$	86,844		$	41,431		$	—	$	128,485

(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	$	20,371		$	(4,454	)	$	(48,042	)	$	—	$	(32,125	)

Cash flows from investing activities:
Capital expenditures		—			(10,639	)		1			—		(10,638	)
Merger, net of cash acquired		—			3,110			—			—		3,110
Investments in non-consolidated entities, net		—			—			(13	)		—		(13	)
Proceeds from the disposition of long-term assets		—			129			(22	)		—		107
Other, net		—			(442	)		—			—		(442	)

Net cash used in investing activities		—			(7,842	)		(34	)		—		(7,876	)

Cash flows from financing activities:
Principal payments under capital and financing lease obligations		—			(222	)		—			—		(222	)
Change in construction payables		—			(1,245	)		—			—		(1,245	)
Capital contribution		100,000			—			—			—		100,000
Change in intercompany advances		(120,362	)		69,505			50,857			—		—

Net cash provided by (used in) financing activities		(20,362	)		68,038			50,857			—		98,533

Effect of exchange rate changes on cash and equivalents		—			3,833			(4,222	)		—		(389	)

Net increase (decrease) in cash and equivalents		9			59,575			(1,441	)		—		58,143
Cash and equivalents at beginning of period		291			55,326			42,914			—		98,531

Cash and equivalents at end of period	$	300		$	114,901		$	41,473		$	—	$	156,674

(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	$	22,355		$	118,575		$	(1,363	)	$	—	$	139,567

Cash flows from investing activities:
Capital expenditures		—			(94,371	)		(21	)		—		(94,392	)
Investments in non-consolidated entities, net		—			(3,062	)		1,606			—		(1,456	)
Proceeds from the disposition of long-term assets		—			7,417			157			—		7,574
Other, net		—			1,503			—			—		1,503

Net cash provided by (used in) investing activities		—			(88,513	)		1,742			—		(86,771	)

Cash flows from financing activities:
Proceeds from issuance of Term Loan due 2018		297,000			—			—			—		297,000
Repayment of Term Loan due 2013		(140,657	)		—			—			—		(140,657	)
Repurchase of Senior Subordinated Notes due 2014		(300,000	)		—			—			—		(300,000	)
Deferred financing costs		(7,713	)		—			—			—		(7,713	)
Principal payments under capital and financing lease obligations		—			(2,075	)		—			—		(2,075	)
Principal payments under Term Loan		(5,627	)		—			—			—		(5,627	)
Change in construction payables		—			(8,765	)		—			—		(8,765	)
Change in intercompany advances		134,933			(136,089	)		1,156			—		—

Net cash provided by (used in) financing activities		(22,064	)		(146,929	)		1,156			—		(167,837	)

Effect of exchange rate changes on cash and equivalents		—			(1,012	)		1,064			—		52

Net increase (decrease) in cash and equivalents		291			(117,879	)		2,599			—		(114,989	)
Cash and equivalents at beginning of period		—			173,205			40,315			—		213,520

Cash and equivalents at end of period	$	291		$	55,326		$	42,914		$	—	$	98,531

The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including an online ticketing vendor, food and beverage 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 estimated loss is within a range and no point in this range 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. 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 2013, the Financial Accounting Standards Board ("FASB") issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, ("ASU 2013-11"). This amendment provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. However, to the extent that (i) a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or (ii) the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted and retrospective application is also permitted. The Company will adopt ASU 2013-11 as of the beginning of 2014 and is in the process of evaluating the impact of this pronouncement.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830)—Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, ("ASU 2013-05"). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in ASC 830-30 to release any related cumulative translation adjustment into net earnings. Accordingly, the cumulative translation adjustment should be released into net earnings only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the

subsidiary or group of assets had resided. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted as of the beginning of the entity's fiscal year. The Company will adopt ASU 2013-05 as of the beginning of 2014 and does not expect the adoption of ASU 2013-05 to have a material impact on the Company's consolidated financial position, cash flows, or results of operations.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, ("ASU 2013-02"). Under this amendment, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 is effective prospectively for reporting periods beginning after December 15, 2012. Early adoption is permitted. The Company adopted the disclosure requirements of ASU 2013-02 in the first quarter of 2013. See Note 11—Accumulated Other Comprehensive Income for the required disclosure.

The following table presents the changes in accumulated other comprehensive income by component:

The following table presents details about accumulated other comprehensive income components:

	Gains Reclassified from Accumulated Other Comprehensive Income

(In thousands)	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013			Affected Line Item in the Consolidated Statements of Operations
	(Successor)			(Successor)
Amortization of pension and other benefit adjustments:
Actuarial gains	$	(20	)	$	(58	)	General and administrative: Other
Unrealized gains on marketable securities:
Gain on marketable securities		(280	)		(301	)	Investment income
Unrealized gain from equity method investees' cash flow hedge:
Gain from equity method investees' cash flow hedge		(43	)		(290	)	Equity in earnings of non-consolidated entities

Total reclassifications	$	(343	)	$	(649	)

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 2013.

Net periodic benefit cost recognized for the plans during the three months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period June 29, 2012 through August 30, 2012 consists of the following:

	Pension Benefits									Other Benefits

(In thousands)	Three Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			June 29, 2012 through August 30, 2012			Three Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012		June 29, 2012 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)			(Successor)			(Successor)		(Predecessor)
Components of net periodic benefit cost:
Service cost	$	45		$	14		$	31		$	49		$	14	$	30
Interest cost		1,128			349			803			217			72		178
Expected return on plan assets		(1,177	)		(339	)		(741	)		—			—		—
Amortization of net (gain) loss		—			—			368			(20	)		—		36
Amortization of prior service credit		—			—			—			—			—		(183	)

Net periodic benefit cost (gain)	$	(4	)	$	24		$	461		$	246		$	86	$	61

Net periodic benefit cost recognized for the plans during the nine months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period December 30, 2011 through August 30, 2012 consists of the following:

	Pension Benefits									Other Benefits

(In thousands)	Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012			Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012		December 30, 2011 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)			(Successor)			(Successor)		(Predecessor)
Components of net periodic benefit cost:
Service cost	$	135		$	14		$	121		$	146		$	14	$	111
Interest cost		3,384			349			3,122			652			72		674
Expected return on plan assets		(3,530	)		(339	)		(2,927	)		—			—		—
Amortization of net (gain) loss		—			—			900			(58	)		—		88
Amortization of prior service credit		—			—			—			—			—		(764	)

Net periodic benefit cost (gain)	$	(11	)	$	24		$	1,216		$	740		$	86	$	109

A summary of the carrying value of corporate borrowings and capital and financing lease obligations is as follows:

(In thousands)	September 30, 2013			December 31, 2012

	(Successor)			(Successor)
Senior Secured Credit Facility-Term Loan due 2016 (4.25% as of December 31, 2012)	$	—		$	465,878
Senior Secured Credit Facility-Term Loan due 2018 (4.75% as of December 31, 2012)		—			297,000
Senior Secured Credit Facility-Term Loan due 2020 (3.50% as of September 30, 2013)		769,372			—
8.75% Senior Fixed Rate Notes due 2019		649,475			654,692
9.75% Senior Subordinated Notes due 2020		656,808			661,105
Capital and financing lease obligations, 8.25% - 11%		117,994			122,645

		2,193,649			2,201,320
Less: current maturities		(14,537	)		(14,280	)

	$	2,179,112		$	2,187,040

On April 30, 2013, the Company entered into a new $925,000,000 Senior Secured Credit Facility pursuant to which the Company borrowed term loans and used the proceeds to fund the redemption of both the Senior Secured Credit Facility Term Loan due 2016 (the "Term Loan due 2016") and the Senior Secured Credit Facility Term Loan due 2018 (the "Term Loan due 2018"). The Senior Secured Credit Facility is comprised of a $150,000,000 Revolving Credit Facility, which matures on April 30, 2018 (the "Revolving Credit Facility"), and a $775,000,000 term loan, which matures on April 30, 2020 (the "Term Loan due 2020"). The Term Loan due 2020 requires repayments of principal of 0.25% of the original principal amount, or $1,937,500, per quarter, with the remaining principal payable upon maturity. The term loan was issued at a 0.25% discount which will be amortized to interest expense over the term of the loan. The Company capitalized deferred financing costs of approximately $6,905,000 related to the issuance of the Revolving Credit Facility and approximately $2,201,000 related to the issuance of the Term Loan due 2020 during 2013. Concurrently with the Term Loan due 2020 borrowings on April 30, 2013, the Company redeemed all of the outstanding Term Loan due 2016 and the Term Loan due 2018 at a redemption price of 100% of the outstanding aggregate principal balance of $464,088,000 and $296,250,000, respectively, plus accrued and unpaid interest. The Company recorded a net gain of approximately $(130,000) in other expense (income), which consisted of the Term Loan due 2016 premium write-off, partially offset by the expense for the third-party costs incurred in connection with the repurchase of the Term Loan due 2016 and the Term Loan due 2018, during the nine months ended September 30, 2013. At September 30, 2013, the aggregate principal balance of the Term Loan due 2020 was $771,125,000 and there were no borrowings under the Revolving Credit Facility.

Borrowings under the Senior Secured Credit Facility bear interest at a rate equal to an applicable margin plus, at the Company's option, either a base rate or LIBOR. The minimum rate for base rate borrowings is 1.75% and the minimum rate for LIBOR-based borrowings is 0.75%. The applicable margin for the Term loan due 2020 is 1.75% for base rate borrowings and 2.75% for LIBOR based loans. The applicable margin for the Revolving Credit Facility ranges from 1.25% to 1.5% for base rate borrowings and from 2.25% to 2.5% for LIBOR based borrowings. The Revolving Credit Facility also provides for an unused commitment fee of 0.50% per annum and for letter of credit fees of up to 0.25% per annum plus the applicable margin for LIBOR-based borrowings on the undrawn amount of the letter of credit. The applicable rate for borrowings under the Term Loan due 2020 at September 30, 2013 was 3.5% based on LIBOR (2.75% margin plus 0.75% minimum LIBOR rate). Prior to redemption, the applicable rate for borrowings under the Term Loan due 2016 at April 30, 2013 was 4.25% based on LIBOR (3.25% margin plus 1.00% minimum LIBOR rate) and the applicable rate for borrowings under the Term Loan due 2018 was 4.75% (3.75% margin plus 1.00% minimum LIBOR rate). The Company is obligated to repay $7,750,000 of the Term Loan due 2020 per annum through April 30, 2019, with any remaining balance due on April 30, 2020. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facility at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans.

The Senior Secured Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries, to sell assets; incur additional indebtedness; prepay other indebtedness (including the notes); pay dividends and distributions or repurchase their capital stock; create liens on assets; make investments; make acquisitions; engage in mergers or consolidations; engage in transactions with affiliates; amend constituent documents and material agreements governing subordinated indebtedness, including the Notes due 2020; change the business conducted by it and its subsidiaries; and enter into agreements that restrict dividends from subsidiaries. In addition, the Senior Secured Credit Facility requires the Company and its subsidiaries to maintain, on the last day of each fiscal quarter, a net senior secured leverage ratio, as defined in the Senior Secured Credit Facility, of no more than 3.25 to 1 as long as the commitments under the Revolving Credit Facility remain outstanding. The Senior Secured Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of (i) a change in control, as defined in the Senior Secured Credit Facility, (ii) defaults under other indebtedness of the Company, any guarantor or any significant subsidiary having a principal amount of $25,000,000 or more, and (iii) one or more uninsured judgments against the Company, any guarantor, or any significant subsidiary for an aggregate amount exceeding $25,000,000 with respect to which enforcement proceedings are brought or a stay of enforcement is not in effect for any period of 60 consecutive days.

All obligations under the Senior Secured Credit Facility are guaranteed by each of the Company's wholly-owned domestic subsidiaries. All obligations under the Senior Secured Credit Facility, and the guarantees of those obligations (as well as cash management obligations), are secured by substantially all of the Company's assets as well as those of each subsidiary guarantor.

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 Transition Report on Form 10-K for the transition year ended December 31, 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 and an industry leader in innovation and operational excellence. Our Theatrical Exhibition revenues are generated primarily from box office admissions and theatre food and beverage sales. The balance of our revenues are generated from ancillary sources, including on-screen advertising, fees earned from our AMC Stubs™ customer 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. As of September 30, 2013, we owned, operated or had interests in 343 theatres and 4,950 screens.

During the nine months ended September 30, 2013, we opened three theatres with a total of 25 screens in the U.S., permanently closed 4 theatres with 29 screens in the U.S., and temporarily closed 300 screens and reopened 266 screens in the U.S. to implement our strategy and install consumer experience upgrades.

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 receipts 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 enables 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 and enhance the customer experience through the installation of additional IMAX and ETX (our proprietary large screen format) screens and the presentation of attractive alternative content as well as substantial upgrades to seating concepts.

Food and beverage sales are our second largest source of revenue after box office admissions. Food and beverage items traditionally include popcorn, soft drinks, candy and hot dogs. Different varieties of food and beverage items are offered at our theatres based on preferences in the particular geographic region. Our traditional food and beverage strategy emphasizes prominent and appealing food and beverage counters designed for rapid service and efficiency, including a customer friendly self-serve experience. We design our theatres to have more food and beverage capacity to make it easier to serve larger numbers of customers. Strategic placement of large food and beverage 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 food and beverage 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, premium beers, wine and mixed drinks and other gourmet products. We plan to invest across a spectrum of enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage 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 monetize attendance. 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 11 locations, which feature full kitchen facilities, seat-side servers and a separate bar and lounge area. Starting in 2014, we plan to invest an average of $45,000,000 annually over the next five years to enhance food and beverage offerings across approximately 200 theatres. Consistent with previous experience, we expect landlords will contribute an average of $10,000,000 of capital annually to fund these projects.

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 and from year to year.

During the 2012 calendar year, films licensed from our seven largest distributors based on revenues accounted for approximately 90% of our U.S. 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 2012, 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 677 in 2012, according to Motion Picture Association of America 2012 Theatrical Market Statistics and prior reports. 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 premium seat design. Over the next five years starting in 2014, we intend to invest approximately $600,000,000 in recliner re-seat conversions. Consistent with previous experience, we expect landlords will contribute an average of $35,000,000 of capital annually to fund these projects.

Recliner re-seats are the key feature of full theatre renovations. These exhaustive theatre renovations involve stripping theatres to their basic structure in order to replace finishes throughout, upgrade the sight and sound experience, install modernized points of sale and, most importantly,

replace traditional theatre seats with plush, electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button. The renovation process typically involves losing 66% seating capacity. For an industry historically focused on quantity, this reduction in seating capacity could be viewed as counter-intuitive and harmful to revenues. However, the quality improvement in the customer experience is driving, on average, an 84% increase in attendance at these locations. Our customers have responded favorably to the significant personal space gains from ample row depths, ability to recline or stretch their legs, extra-wide pillowed chaise and oversized armrests.

As of September 30, 2013, we had 2,234 3D enabled screens, including ETX 3D enabled screens, and 136 IMAX 3D enabled screens; approximately 47.9% of our screens were 3D enabled screens, including IMAX 3D enabled screens, and approximately 2.7% of our screens were IMAX 3D enabled screens. We are the largest IMAX exhibitor in the world with a 44% market share in the United States and each of our IMAX local installations is protected by geographic exclusivity.

On April 1, 2011, we fully launched AMC Stubs, a customer 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 food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected 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 food and beverage revenues. Progress rewards (member expenditures toward earned rewards) for expired memberships are forfeited upon expiration of the membership and recognized as admissions or food and beverage revenues. The program's annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership period.

The following tables reflect AMC Stubs activity during the Successor three month period and nine month period ended September 30, 2013:

							AMC Stubs Revenue for Three Months Ended September 30, 2013

(In thousands)	Deferred Membership Fees			Deferred Rewards			Other Theatre Revenues (Membership Fees)		Admissions Revenues			Food and Beverage Revenues
Balance, June 30, 2013	$	11,746		$	14,899
Membership fees received		9,554			—		$	—	$	—		$	—
Rewards accumulated, net of expirations:
Admissions		—			5,799			—		(5,799	)		—
Food and beverage		—			13,231			—		—			(13,231	)
Rewards redeemed:
Admissions		—			(5,497	)		—		5,497			—
Food and beverage		—			(12,448	)		—		—			12,448
Amortization of deferred revenue		(6,651	)		—			6,651		—			—

For the period ended or balance as of September 30, 2013	$	14,649		$	15,984		$	6,651	$	(302	)	$	(783	)

							AMC Stubs Revenue for Nine Months Ended September 30, 2013

(In thousands)	Deferred Membership Fees			Deferred Rewards			Other Theatre Revenues (Membership Fees)		Admissions Revenues			Food and Beverage Revenues
Balance, December 31, 2012	$	10,596		$	15,819
Membership fees received		21,556			—		$	—	$	—		$	—
Rewards accumulated, net of expirations:
Admissions		—			9,970			—		(9,970	)		—
Food and beverage		—			28,517			—		—			(28,517	)
Rewards redeemed:
Admissions		—			(11,756	)		—		11,756			—
Food and beverage		—			(26,566	)		—		—			26,566
Amortization of deferred revenue		(17,503	)		—			17,503		—			—

For the period ended or balance as of September 30, 2013	$	14,649		$	15,984		$	17,503	$	1,786		$	(1,951	)

The following tables reflect AMC Stubs activity for the pro forma thirteen week period and thirty-nine week period ended September 27, 2012:

							AMC Stubs Revenue for Thirteen Weeks Ended September 27, 2012

(In thousands)	Deferred Membership Fees			Deferred Rewards			Other Theatre Revenues (Membership Fees)		Admissions Revenues			Food and Beverage Revenues
Balance, June 28, 2012	$	13,556		$	21,650
Membership fees received		4,076			—		$	—	$	—		$	—
Rewards accumulated, net of expirations:
Admissions		—			291			—		(291	)		—
Food and beverage		—			7,604			—		—			(7,604	)
Rewards redeemed:
Admissions		—			(3,976	)		—		3,976			—
Food and beverage		—			(8,026	)		—		—			8,026
Amortization of deferred revenue		(6,111	)		—			6,111		—			—

For the period ended or balance as of September 27, 2012	$	11,521		$	17,543		$	6,111	$	3,685		$	422

							AMC Stubs Revenue for Thirty-nine Weeks Ended September 27, 2012

(In thousands)	Deferred Membership Fees			Deferred Rewards			Other Theatre Revenues (Membership Fees)		Admissions Revenues			Food and Beverage Revenues
Balance, December 29, 2011	$	12,222		$	18,462
Membership fees received		17,576			—		$	—	$	—		$	—
Rewards accumulated, net of expirations:
Admissions		—			7,674			—		(7,674	)		—
Food and beverage		—			27,470			—		—			(27,470	)
Rewards redeemed:
Admissions		—			(12,185	)		—		12,185			—
Food and beverage		—			(23,878	)		—		—			23,878
Amortization of deferred revenue		(18,277	)		—			18,277		—			—

For the period ended or balance as of September 27, 2012	$	11,521		$	17,543		$	18,277	$	4,511		$	(3,592	)

On April 30, 2013, we entered into a new $925,000,000 Senior Secured Credit Facility pursuant to which we borrowed term loans and used the proceeds to fund the redemption of both the Senior Secured Credit Facility Term Loan due 2016 (the "Term Loan due 2016") and the Senior Secured Credit Facility Term Loan due 2018 (the "Term Loan due 2018"). The Senior Secured Credit Facility is comprised of a $150,000,000 Revolving Credit Facility, which matures on April 30, 2018 (the "Revolving Credit Facility"), and a $775,000,000 term loan, which matures on April 30, 2020 (the "Term Loan due 2020"). The Term Loan due 2020 requires repayments of principal of 0.25% of the original principal amount, or $1,937,500, per quarter, with the remaining principal payable upon maturity. The Term Loan due 2020 was issued at a 0.25% discount which will be amortized to interest expense over the term of the loan. We capitalized deferred financing costs of approximately $6,905,000 related to the issuance of the Revolving Credit Facility and approximately $2,201,000 related to the issuance of the Term Loan due 2020 during 2013. Concurrently with the Term Loan due 2020 borrowings on April 30, 2013, we redeemed all of the outstanding Term Loan due 2016 and the Term Loan due 2018 at a redemption price of 100% of the outstanding aggregate principal balance of $464,088,000 and $296,250,000, respectively, plus accrued and unpaid interest. We recorded a net gain of approximately $(130,000) in other expense (income) due to the Term Loan due 2016 premium write-off and the expense for the third-party costs in connection with the repurchase of the Term Loan due 2016 and the Term Loan due 2018 during the nine months ended September 30, 2013. See Note 13—Corporate Borrowings of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for additional information concerning the Senior Secured Credit Facility.

In December 2012, we completed the acquisition of 4 theatres and 61 screens from Rave Reviews Cinemas, LLC and 6 theatres and 95 screens from Rave Digital Media, LLC, (and together "Rave theatres"). The purchase price for the Rave theatres, paid in cash, was $88,683,000, net of cash acquired, and is subject to working capital and other purchase price adjustments. Approximately $881,000 of the total purchase price was paid during the nine months ended September 30, 2013. For additional information about this acquisition, see Note 3—Acquisition of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof.

On August 30, 2012, Wanda acquired Parent through a merger between Parent and Merger Subsidiary, an indirect subsidiary of Wanda, whereby Merger Subsidiary merged with and into Parent with Parent continuing as the surviving corporation and as an indirect subsidiary of Wanda. In connection with the change of control pursuant to the Merger, our assets and liabilities were adjusted to fair value on the closing date of the Merger by application of "push down" accounting. As a result of the application of "push down" accounting in connection with the Merger, our financial statement presentations herein distinguish between a predecessor period for periods prior to the Merger, and a successor period for periods subsequent to the Merger. The Successor applied "push down" accounting and its financial statements reflect a new basis of accounting that is based on the fair value of assets acquired and liabilities assumed as of the Merger date, August 30, 2012. As a result of the application of "push down" accounting at the time of the Merger, the financial statements for the Predecessor period and for the Successor period are presented on different bases and are, therefore, not comparable. See Note 2—Merger of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for additional information regarding the Merger.

In July and August of 2012, we sold 6 and closed 1 of our 8 theatres located in Canada. One theatre with 20 screens was closed prior to the end of the lease term and we made a payment to the landlord of $7,562,000 to terminate this lease. 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 a share purchase agreement to Cineplex, Inc. In July of 2012, the total net proceeds we received from these sales were approximately $1,472,000, and are subject to purchase price adjustments. The operations of these 7 theatres have been eliminated from our ongoing operations. We do not have any significant continuing involvement in the operations of these 7 theatres after the dispositions. During August of 2012, we sold one theatre in the UK with 12 screens. Proceeds from this sale were $395,000 and are subject to working capital and other purchase price adjustments as described in the sales agreement. The results of operations of these 8 theatres have been classified as discontinued operations. We are in discussions with the landlords regarding the ongoing operations at the remaining theatre located in Canada and the remaining theatre located in the UK. In July of 2012, we recorded gains, net of lease termination expense, on the sales of these theatres of $39,382,000, which were included in discontinued operations, and reflect the write off of long-term lease liabilities extinguished in connection with the sales and closure. During the nine months ended September 30, 2013, we received $4,666,000 for a sales price adjustment from the sale of theatres located in Canada. The sales price adjustment was related to tax attributes of the theatres sold in Canada which were not determinable or probable of collection at the date of the sale. We completed our tax returns, for periods prior to the date of sale, during the six months ended June 30, 2013 at which time the buyer was able to determine amounts due pursuant to the sales price adjustment and remit them to us. We recorded the additional gain on sale following the guidance for gain contingencies in ASC 450-30-25-1 when the gains were realizable.

On July 2, 2012, we entered into a waiver and fourth amendment to our former senior secured credit facility dated as of January 26, 2006 to, among, other things: (i) waive a certain specified default that would otherwise occur upon the change of control effected by the Merger, (ii) permit us to change our fiscal year after completion of the Merger, (iii) reflect the change in ownership going forward by restating the definition of "Permitted Holder" to include only Wanda and its affiliates under the former senior secured credit facility in connection with the Merger, (iv) provide for a minimum LIBOR percentage of 1.00%, from, and only after, the completion of the Merger, to the Term Loan due 2016, and (v) provide for an interest rate of LIBOR plus 375 basis points to the Term Loan due 2018, from and only after, the completion of the Merger. At December 31, 2012, the interest rates for borrowings under the Term Loan due 2016 was 4.25%, which was based on LIBOR plus 3.25% and was subject to a 1.00% minimum LIBOR rate with respect to LIBOR borrowings, and the interest rates for borrowings under the Term Loan due 2018 was 4.75%, which was based on LIBOR plus 3.75% and was subject to a 1.00% minimum LIBOR rate with respect to LIBOR borrowings.

On June 22, 2012, we announced we had received the requisite consents from holders of each of our 8.75% Senior Notes due 2019 (the "Notes due 2019") and our 9.75% Senior Subordinated Notes due 2020 (the "Notes due 2020", and collectively with the Notes due 2019, the "Notes") for (i) a waiver of the requirement for it 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 (collectively the "Indentures") in connection with the Merger (the "Waivers"), including its obligation to make a "change of control offer" in connection with the Merger 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 became operative upon payment of the applicable consent fee immediately prior to the closing of the Merger. The holders of each of the Notes due 2019 and Notes due 2020 who validly consented to the Waiver and the proposed amendments received a consent fee of $2.50 per $1,000 principal amount at the closing date of the Merger. Our accounting policy for any cost triggered by the consummation of the Merger was to recognize the cost when the Merger was consummated. Accordingly, these consent fees have not been recorded in the Consolidated Statement of Operations for the Predecessor period since that statement depicts the results of operations just prior to consummation of the transaction. In addition, since the Successor period reflects the effects of push-down accounting, these costs have also not been recorded as an expense in the Successor period. However, the costs were reflected in the purchase accounting adjustments which were applied in arriving at the opening balances of the Successor.

On April 6, 2012, we redeemed $51,035,000 aggregate principal amount of our Notes due 2014 pursuant to a cash tender offer at a price of $1,000 per $1,000 principal amount. We used the net proceeds from the issuance of 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. On August 30, 2012, prior to the consummation of the Merger, we issued a call notice for our remaining outstanding Notes due 2014 at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. On August 30, 2012, we irrevocably deposited $141,027,000 plus accrued and unpaid interest to September 1, 2012 with a trustee to satisfy and to discharge our obligations under the Notes due 2014 and the indenture. We recorded a loss on redemption of $1,297,000 prior to the Merger in other expense (income) related to the extinguishment of the Notes due 2014.

Prior to the fourth quarter of fiscal 2012, we recognized breakage income when gift card redemptions were deemed remote and we determined that there was no legal obligation to remit the unredeemed gift cards to the relevant tax jurisdiction ("Remote Method"), which, based on historical information, we concluded to be 18 months after the gift card was issued. At the end of the fourth quarter of fiscal 2012, we concluded that we had accumulated a sufficient level of historical data from a large pool of homogeneous transactions to allow us to reasonably and objectively determine an estimated gift card breakage rate and the pattern of actual gift card redemptions. Accordingly, we changed our method for recording gift card breakage income to recognize breakage income and derecognize the gift card liability for unredeemed gift cards in proportion to actual redemptions of gift cards ("Proportional Method"). We believe the Proportional Method is preferable to the Remote Method as it better reflects the gift card earnings process resulting in the recognition of gift card breakage income over the period of gift card redemptions (i.e., over the performance period).

In accordance with ASC 250, Accounting Changes and Error Corrections, we concluded that this accounting change represented a change in accounting estimate effected by a change in accounting principle and accordingly, accounted for the change as a change in estimate following a cumulative catch-up method. As a result, the cumulative catch-up adjustment recorded during the thirteen weeks ended June 28, 2012 resulted in an additional $14,969,000 of gift card breakage income under the Proportional Method. We will continue to review historical gift card redemption information at each

reporting period to assess the continued appropriateness of the gift card breakage rates and pattern of redemption.

On February 22, 2012, we entered into an incremental amendment to our former Senior Secured Credit Facility pursuant to which we borrowed the Term Loan due 2018, the proceeds of which, together with cash on hand, were used to fund the cash tender offer and redemption of the Notes due 2014 and to repay our existing Term Loan due 2013. The Term Loan due 2018 was issued under the former Senior Secured Credit Facility for $300,000,000 aggregate principal amount and net proceeds received were $297,000,000. The Term Loan due 2018 required repayments of principal of 1% per annum and the remaining principal payable upon maturity on February 22, 2018. The Term Loan due 2018 bore interest at 4.25% as of June 28, 2012, which was based on LIBOR plus 3.25% and subject to a 1.00% minimum LIBOR rate. On February 22, 2012, we redeemed the outstanding Term Loan due 2013 at a redemption price of 100% of the then outstanding aggregate principal balance of $140,657,000. The Term Loan due 2013 bore interest at 2.0205% on February 22, 2012, which was based on LIBOR plus 1.75%. We recorded a loss on extinguishment of the Term Loan due 2013 of $383,000, during the period December 30, 2011 through August 30, 2012.

On February 7, 2012, we launched a cash tender offer to purchase up to $160,000,000 aggregate principal amount of our outstanding $300,000,000 aggregate principal amount of 8% Senior Subordinated Notes due 2014 ("Notes due 2014"). On February 21, 2012, holders of $108,955,000 aggregate principal amount of our Notes due 2014 tendered pursuant to the cash tender offer. On February 22, 2012, we accepted for purchase $58,063,000 aggregate principal amount for total consideration equal to (i) $972.50 per $1,000 in principal amount of notes validly tendered plus (ii) $30 per $1,000 in principal amount of the notes validly tendered. On March 7, 2012, we accepted for purchase the remaining $50,892,000 aggregate principal amount of our Notes due 2014 tendered on February 21, 2012 for total consideration equal to (i) $972.50 per $1,000 in principal amount of notes validly tendered plus (ii) $30 per $1,000 in principal amount of the notes validly tendered. We also accepted $10,000 aggregate principal amount of Notes due 2014 tendered after February 21, 2012 for total consideration equal to $972.50 per $1,000 in principal amount of the notes validly tendered. We recorded a loss on extinguishment of $1,937,000 related to the cash tender offer and redeemed our Notes due 2014 during the period December 30, 2011 through August 30, 2012. On March 7, 2012, we announced our intent to redeem $51,035,000 aggregate principal amount of Notes due 2014 at a price of $1,000 per $1,000 principal amount such that an aggregate of $160,000,000 of Notes due 2014 would be retired through the tender offer and redemption. On April 6, 2012, we completed the redemption of $51,035,000 aggregate principal amount of Notes due 2014 at a redemption price of 100% of the principal amount plus accrued and unpaid interest.

During the third quarter of 2013, our Parent filed a registration statement for an initial public offering of its common stock (the "IPO"). If the IPO is complete, Parent intends to use the net proceeds for general corporate purposes, which may include, among other things, capital expenditures and retirement of outstanding indebtedness, which may include our Notes due 2019. However, Parent has not made a definitive determination as to how to allocate these proceeds among these and other possible general corporate purposes and Parent does not anticipate doing so prior to the completion of the IPO. Parent may apply the proceeds of the offering to uses that do not improve our operating results or increase the value of our Company. No assurance can be given as to when the IPO will be completed, if ever.

If, in the future, we generate sufficient earnings in the United States federal and state tax jurisdictions where we have recorded valuation allowances, our conclusion regarding the need for a valuation allowance in these tax jurisdictions could change. If this were to occur, we could have a reduction of some or a significant portion of our recorded valuation allowance in the near term, which

would reduce our income tax provision and therefore increase our net earnings. This determination would be dependent on a number of factors which would include, but not be limited to, our expectation of future taxable income.

As a result of the August 30, 2012 Merger described above, our Predecessor does not have financial results for the period June 29, 2012 through September 27, 2012 and the period December 30, 2011 through September 27, 2012. We have prepared separate discussion and analysis of our consolidated operating results for the period August 31, 2012 through September 27, 2012 (Successor), the period June 29, 2012 through August 30, 2012 (Predecessor), and the period December 30, 2011 through August 30, 2012 (Predecessor). Also, in order to present Management's Discussion and Analysis in a way that offers investors a meaningful period to period comparison, we have presented the unaudited pro forma financial information below, which sets forth our historical statements of operations for the periods indicated and gives effect to the Merger as if "push down" accounting had been applied as of December 30, 2011. Such information is presented for comparative purposes to the Consolidated Statements of Operations only and does not purport to represent what our results of operations would actually have been had these transactions occurred on the date indicated or to project its results of operations for any future period or date.

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

	Three Months Ended (unaudited)									Nine Months Ended (unaudited)

	Three Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			June 29, 2012 through August 30, 2012			Nine Months Ended September 30, 2013			From Inception August 31, 2012 through September 27, 2012			December 30, 2011 through August 30, 2012
	(Successor)			(Successor)			(Predecessor)			(Successor)			(Successor)			(Predecessor)
Revenues
Admissions	$	466,988		$	76,356		$	364,449		$	1,365,178		$	76,356		$	1,241,857
Food and beverage		201,612			32,365			153,580			589,026			32,365			513,729
Other theatre		27,384			5,785			17,672			82,247			5,785			86,929

Total revenues		695,984			114,506			535,701			2,036,451			114,506			1,842,515

Operating costs and expenses
Film exhibition costs		242,006			34,659			193,812			718,725			34,659			657,730
Food and beverage costs		26,284			4,778			20,727			80,032			4,778			69,946
Operating expense		182,630			46,059			126,599			534,059			46,059			468,680
Rent		111,865			33,493			77,040			339,213			33,493			299,805
General and administrative:
Merger, acquisition and transaction costs		299			504			169			1,952			504			1,615
Management fee		—			—			1,250			—			—			3,750
Other		26,450			7,269			11,699			59,797			7,269			42,736
Depreciation and amortization		48,603			16,602			32,637			147,435			16,602			137,818
Impairment of long-lived assets		—			—			—			—			—			285

Operating costs and expenses		638,137			143,364			463,933			1,881,213			143,364			1,682,365

Operating income (loss)		57,847			(28,858	)		71,768			155,238			(28,858	)		160,150
Other expense (income)
Other (income) expense		110			49			839			(184	)		49			1,985
Interest expense:
Corporate borrowings		32,221			10,241			27,855			97,704			10,241			108,994
Capital and financing lease obligations		2,606			442			972			7,914			442			3,878
Equity in (earnings) losses of non-consolidated entities		(14,323	)		3,378			1,208			(38,143	)		3,378			(18,240	)
Investment income		(69	)		(1	)		(15	)		(3,406	)		(1	)		(66	)

Total other expense		20,545			14,109			30,859			63,885			14,109			96,551

Earnings (loss) from continuing operations before income taxes		37,302			(42,967	)		40,909			91,353			(42,967	)		63,599
Income tax provision		3,430			100			2,100			10,860			100			3,005

Earnings (loss) from continuing operations		33,872			(43,067	)		38,809			80,493			(43,067	)		60,594
Earnings (loss) from discontinued operations, net of income taxes		(407	)		24			37,407			4,290			24			34,533

Net earnings (loss)	$	33,465		$	(43,043	)	$	76,216		$	84,783		$	(43,043	)	$	95,127

Results of Operations—For the Period August 31, 2012 through September 27, 2012 (Successor)

Revenues. Total revenues were $114,506,000 during the period August 31, 2012 through September 27, 2012. Revenues consisted of (i) admission revenues of $76,356,000, or 66.7% of total

revenues, (ii) food and beverage revenues of $32,365,000, or 28.3% of total revenues, and (iii) other theatre revenues of $5,785,000, or 5.0% of total revenues. Other theatre revenues were driven by advertising revenues, AMC Stubs membership fees earned, and theatre rentals. Attendance at our theatres was 8,249,000 patrons during this period.

Operating costs and expenses. Operating costs and expenses were $143,364,000 during the period August 31, 2012 through September 27, 2012. Film exhibition costs were $34,659,000, or 45.4% of admission revenues, and food and beverage costs were $4,778,000, or 14.8% of food and beverage revenues, during the period August 31, 2012 through September 27, 2012. As a percentage of revenues, operating expense was 40.2% during the period August 31, 2012 through September 27, 2012. Rent expense was $33,493,000 during the period August 31, 2012 through September 27, 2012.

Merger, acquisition and transaction costs. Merger, acquisition and transaction costs were $504,000, during the period August 31, 2012 through September 27, 2012, primarily due to the Merger.

Management fees. Management fees were $0 during the period August 31, 2012 through September 27, 2012. Management fees ceased subsequent to the Merger.

Other. Other general and administrative expense was $7,269,000 during the period August 31, 2012 through September 27, 2012.

Depreciation and amortization. Depreciation and amortization was $16,602,000 during the period August 31, 2012 through September 27, 2012.

Other expense. Other expense was $49,000 during the period August 31, 2012 through September 27, 2012.

Interest expense. Interest expense was $10,683,000 during the period August 31, 2012 through September 27, 2012.

Equity in losses of non-consolidated entities. Equity in losses of non-consolidated entities were $3,378,000 during the period August 31, 2012 through September 27, 2012 and was primarily due to equity in losses from Open Road Releasing, LLC of $3,933,000. See Note 4—Investments of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Investment income. Investment income was $1,000 during the period August 31, 2012 through September 27, 2012.

Income tax provision. The income tax provision from continuing operations was $100,000 for the period August 31, 2012 through September 27, 2012. See Note 7—Income Taxes of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Net loss. Net loss was $43,043,000 for the period August 31, 2012 through September 27, 2012.

Results of Operations—For the Period June 29, 2012 through August 30, 2012 (Predecessor)

Revenues. Total revenues were $535,701,000 during the period June 29, 2012 through August 30, 2012. Revenues consisted of (i) admission revenues of $153,580,000, or 68.0% of total revenues, (ii) food and beverage revenues of $153,580,000, or 28.7% of total revenues, and (iii) other theatre

revenues of $17,672,000, or 3.3% of total revenues. Attendance at our theatres was 40,704,000 patrons during this period.

Operating costs and expenses. Operating costs and expenses were $463,933,000 during the period June 29, 2012 through August 30, 2012. Film exhibition costs were $193,812,000, or 53.2% of admission revenues, and food and beverage costs were $20,727,000, or 13.5% of food and beverage revenues, during the period June 29, 2012 through August 30, 2012. As a percentage of revenues, operating expense was 23.6% during the period June 29, 2012 through August 30, 2012. Rent expense was $77,040,000 during the period June 29, 2012 through August 30, 2012.

Merger, acquisition and transaction costs. Merger, acquisition and transaction costs were $169,000, during the period June 29, 2012 through August 30, 2012, primarily due to the Merger.

Management fees. Management fees were $1,250,000 during the period June 29, 2012 through August 30, 2012. Management fees of $1,250,000 were paid quarterly, in advance, to the former sponsors in exchange for consulting and other services through the date of the Merger.

Other. Other general and administrative expense was $11,699,000 during the period June 29, 2012 through August 30, 2012.

Depreciation and amortization. Depreciation and amortization was $32,637,000 during the period June 29, 2012 through August 30, 2012.

Other expense. Other expense of $839,000 was comprised of expenses related to the redemption of our Notes due 2014 of $1,297,000, partially offset by business interruption insurance recoveries and other income of $458,000, during the period June 29, 2012 through August 30, 2012.

Interest expense. Interest expense was $28,827,000 during the period June 29, 2012 through August 30, 2012.

Equity in losses of non-consolidated entities. Equity in losses of non-consolidated entities were $1,208,000 during the period June 29, 2012 through August 30, 2012 and was primarily due to equity in losses from Open Road Releasing, LLC of $10,616,000, partially offset by equity in earnings from NCM of $7,027,000. See Note 4—Investments of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Investment income. Investment income was $15,000 during the period June 29, 2012 through August 30, 2012.

Income tax provision. The income tax provision from continuing operations was $2,100,000 for the period June 29, 2012 through August 30, 2012. See Note 7—Income Taxes of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Earnings from discontinued operations, net. In July and August of 2012, we sold or closed 7 of the 8 theatres located in Canada and sold one theatre with 12 screens in the UK. In addition, on December 29, 2008, we sold our Cinemex operations in Mexico, including 44 theatres and 493 screens. The results of operations of the 7 Canada theatres, the one UK theatre, and the Cinemex theatres have been classified as discontinued operations for all periods presented. Gains, net of lease termination expense, on the sales and closure of these theatres of $39,382,000 were included in discontinued operations during the period June 29, 2012 through August 30, 2012.

Net earnings. Net earnings of $76,216,000 were driven by attendance and earnings from discontinued operations, for the period June 29, 2012 through August 30, 2012.

Results of Operations—For the Period December 30, 2011 through August 30, 2012 (Predecessor)

Revenues. Total revenues were $1,842,515,000 during the period December 30, 2011 through August 30, 2012. Revenues consisted of (i) admission revenues of $1,241,857,000, or 67.4% of total revenues, (ii) food and beverage revenues of $513,729,000, or 27.9% of total revenues, and (iii) other theatre revenues of $86,929,000, or 4.7% of total revenues. Attendance at our theatres was 138,699,000 patrons during this period.

Operating costs and expenses. Operating costs and expenses were $1,682,365,000 during the period December 30, 2011 through August 30, 2012. Film exhibition costs were $657,730,000, or 53.0% of admission revenues, and food and beverage costs were $69,946,000, or 13.6% of food and beverage revenues, during the period December 30, 2011 through August 30, 2012. As a percentage of revenues, operating expense was 25.4% during the period December 30, 2011 through August 30, 2012. Rent expense was $299,805,000 during the period December 30, 2011 through August 30, 2012.

Merger, acquisition and transaction costs. Merger, acquisition and transaction costs were $1,615,000, during the period December 30, 2011 through August 30, 2012, primarily due to the Merger.

Management fees. Management fees were $3,750,000 during the period December 30, 2011 through August 30, 2012. Management fees of $1,250,000 were paid quarterly, in advance, to the former sponsors in exchange for consulting and other services through the date of the Merger.

Other. Other general and administrative expense was $42,736,000 during the period December 30, 2011 through August 30, 2012.

Depreciation and amortization. Depreciation and amortization was $137,818,000 during the period December 30, 2011 through August 30, 2012.

Impairment of long-lived assets. During the period December 30, 2011 through August 30, 2012, we recognized an impairment loss of $285,000 on three theatres with 33 screens (in Arkansas, Maryland and Utah), which was related to property, net.

Other expense. Other expense of $1,985,000 was comprised of expenses related to the redemption of our Notes due 2014 of $1,937,000 and expenses related to the redemption and modification of our former Senior Secured Credit Facility of $383,000, partially offset by business interruption insurance recoveries and other income of $335,000, during the period December 30, 2011 through August 30, 2012.

Interest expense. Interest expense was $112,872,000 during the period December 30, 2011 through August 30, 2012.

Equity in earnings of non-consolidated entities. Equity in earnings of non-consolidated entities were $18,240,000 during the period December 30, 2011 through August 30, 2012 and was primarily due to equity in earnings from NCM of $16,560,000 and DCIP of $7,079,000, partially offset by equity in losses from Open Road Releasing, LLC of $6,676,000. See Note 4—Investments of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Investment income. Investment income was $66,000 during the period December 30, 2011 through August 30, 2012.

Income tax provision. The income tax provision from continuing operations was $3,005,000 for the period December 30, 2011 through August 30, 2012. See Note 7—Income Taxes of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Net earnings. Net earnings of $95,127,000 were driven by attendance and earnings from discontinued operations, for the period December 30, 2011 through August 30, 2012.

Operating Results in Comparison to the Unaudited Pro Forma Periods ended September 27, 2012

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

(In thousands)	(Unaudited) Three Months Ended September 30, 2013			(Unaudited) Pro forma Thirteen Weeks Ended September 27, 2012					(Unaudited) Nine Months Ended September 30, 2013			(Unaudited) Pro forma Thirty-nine Weeks Ended September 27, 2012

	(Successor)								(Successor)
Revenues
Theatrical exhibition
Admissions	$	466,988		$	440,805		5.9	%	$	1,365,178		$	1,318,213		3.6	%
Food and beverage		201,612			185,945		8.4	%		589,026			546,094		7.9	%
Other theatre		27,384			22,818		20.0	%		82,247			69,139		19.0	%

Total revenues	$	695,984		$	649,568		7.1	%	$	2,036,451		$	1,933,446		5.3	%

Operating Costs and Expenses
Theatrical exhibition
Film exhibition costs	$	242,006		$	228,471		5.9	%	$	718,725		$	692,389		3.8	%
Food and beverage costs		26,284			25,505		3.1	%		80,032			74,724		7.1	%
Operating expense		182,630			173,411		5.3	%		534,059			516,810		3.3	%
Rent		111,865			110,138		1.6	%		339,213			332,112		2.1	%
General and administrative expense:
Merger, acquisition and transaction costs		299			673		-55.6	%		1,952			2,119		-7.9	%
Other		26,450			18,747		41.1	%		59,797			49,781		20.1	%
Depreciation and amortization		48,603			48,373		0.5	%		147,435			150,537		-2.1	%
Impairment of long-lived assets		—			—		—	%		—			285		-100.0	%

Operating costs and expenses		638,137			605,318		5.4	%		1,881,213			1,818,757		3.4	%

Operating income		57,847			44,250		30.7	%		155,238			114,689		35.4	%
Other expense (income)
Other expense (income)		110			888		-87.6	%		(184	)		2,034		*	%
Interest expense:
Corporate borrowings		32,221			34,505		-6.6	%		97,704			106,254		-8.0	%
Capital and financing lease obligations		2,606			1,414		84.3	%		7,914			4,320		83.2	%
Equity in (earnings) losses of non-consolidated entities		(14,323	)		2,456		*	%		(38,143	)		(7,161	)	*	%
Investment (income) expense		(69	)		193		*	%		(3,406	)		(3,389	)	-0.5	%

Total other expense		20,545			39,456		-47.9	%		63,885			102,058		-37.4	%

Earnings from continuing operations before income taxes		37,302			4,794		*	%		91,353			12,631		*	%
Income tax provision		3,430			5,300		-35.3	%		10,860			8,500		27.8	%

Earnings (loss) from continuing operations	$	33,872		$	(506	)	*	%	$	80,493		$	4,131		*	%

	Three Months Ended September 30, 2013				Nine Months Ended September 30, 2013

	(Successor)				(Successor)
Operating Data—Continuing Operations:
Screens acquisitions		—	—			25		—
Screen closures		—	30			29		60
Construction openings (closures), net		13	(3	)		(34	)	(32	)
Average screens—continuing operations(1)		4,858	4,722			4,856		4,749
Number of screens operated						4,950		4,790
Number of theatres operated						343		332
Screens per theatre						14.4		14.4
Attendance (in thousands)—continuing operations(1)		51,893	48,953			148,870		146,948

We present Adjusted EBITDA as a supplemental measure of our performance that is commonly used in our industry. We define Adjusted EBITDA as earnings (loss) from continuing operations plus (i) income tax provisions (benefit), (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.

(In thousands)	Three Months Ended September 30, 2013			Pro forma Thirteen Weeks Ended September 27, 2012			Nine Months Ended September 30, 2013			Pro forma Thirty-nine Weeks Ended September 27, 2012

	(Successor)						(Successor)
Earnings (loss) from continuing operations	$	33,872		$	(506	)	$	80,493		$	4,131
Plus:
Income tax provision		3,430			5,300			10,860			8,500
Interest expense		34,827			35,919			105,618			110,574
Depreciation and amortization		48,603			48,373			147,435			150,537
Impairment of long-lived assets		—			—			—			285
Certain operating expenses(1)		3,365			4,280			9,719			12,356
Equity in (earnings) losses of non-consolidated entities		(14,323	)		2,456			(38,143	)		(7,161	)
Cash distributions from non-consolidated entities(2)		8,221			6,584			20,800			19,610
Investment (income) expense		(69	)		193			(3,406	)		(3,389	)
Other expense (income)(3)		110			1,225			(130	)		2,371
General and administrative expense—unallocated:
Merger, acquisition and transaction costs		299			673			1,952			2,119
Stock-based compensation expense		—			339			—			1,321

Adjusted EBITDA(2)	$	118,335		$	104,836		$	335,198		$	301,254

(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): Cash distributions from non-consolidated entities were included in our Adjusted EBITDA presentation. The presentation reflects how our management evaluates our Adjusted EBITDA performance and is consistent with treatment in our various debt covenant calculations.
(3): Other expense (income) for both the nine months ended September 30, 2013 was due to a net gain of approximately $(130,000), which consisted of the Term Loan due 2016 premium write-off, partially offset by the expense for the third party costs in connection with the repurchase of the Term Loan due 2016 and the Term Loan due 2018. Other expense (income) for the thirty-nine weeks ended September 27, 2012 was primarily due to expenses on extinguishment of indebtedness related to the redemption of our Notes due 2014 of $1,937,000 and expenses related to the redemption and modification of the former Senior Secured Credit Facility of $383,000.

Adjusted EBITDA is a non-U.S. GAAP financial measure commonly used in our industry and should not be construed as an alternative to net earnings (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 U.S. GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies or to EBITDA measures used in our various debt covenants. 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.

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:

Three Months Ended September 30, 2013 and Pro forma Thirteen Weeks Ended September 27, 2012

Revenues. Total revenues increased 7.1%, or $46,416,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012. Admissions revenues increased 5.9%, or $26,183,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, primarily due to a 6.0% increase in attendance. Total admissions revenues were reduced by deferrals, net of rewards redeemed, of $302,000 during the three months ended September 30, 2013 related to rewards accumulated under AMC Stubs due to an increase in members compared to an increase in admissions revenues of $3,685,000 during the pro forma thirteen weeks ended September 27, 2012 for rewards redeemed, net of deferrals. The rewards accumulated under AMC Stubs are deferred and recognized in future periods upon redemption or expiration of customer rewards. Admissions revenues at comparable theatres (theatres opened on or before the third quarter of 2012 and before giving effect to the net deferral of admissions revenues due to the AMC Stubs customer frequency program) increased 4.0%, or $17,465,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, primarily due to the 2.9% increase in attendance and 1.1% increase in average ticket prices. Food and beverage revenues increased 8.4%, or $15,667,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, primarily due to the increase in attendance and a 2.4% increase in average food and beverage per patron. The increase in food and beverage per patron reflects food and beverage price increases and the contribution of our food and beverage strategic initiatives. Total food and beverage revenues were reduced by deferrals, net of rewards redeemed, of $783,000 during the three months ended September 30, 2013 related to rewards accumulated under AMC Stubs due to an increase in members compared to an increase in food and beverage revenues of $422,000 during the pro forma thirteen weeks ended September 27, 2012 for rewards redeemed, net of deferrals. Other theatre revenues increased 20.0%, or $4,566,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, primarily due to increases in advertising revenues, gift card breakage income, internet ticket fees, and AMC Stub membership fees earned.

Operating costs and expenses. Operating costs and expenses increased 5.4%, or $32,819,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012. Film exhibition costs increased 5.9%, or $13,535,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, primarily due to the increase in admissions revenues. As a percentage of admissions revenues, film exhibition costs were 51.8% in both the current period and the pro forma prior period. Food and

beverage costs increased 3.1%, or $779,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012 due to the increase in food and beverage revenues, partially offset by a decrease in food and beverage costs as a percentage of food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 13.0% in the current period compared with 13.7% in the pro forma prior period. As a percentage of revenues, operating expense was 26.2% in the current period as compared to 26.7% in the pro forma prior period, primarily due to increases in revenues. Rent expense increased 1.6%, or $1,727,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, primarily from increases in number of theatres operated due primarily to acquisitions.

Merger, acquisition and transaction costs. Merger, acquisition and transaction costs were $299,000 during the three months ended September 30, 2013 compared to $673,000 during the pro forma thirteen weeks ended September 27, 2012, primarily due to a decrease in legal fees and professional and consulting costs related to the Merger.

Other. Other general and administrative expense increased 41.1%, or $7,703,000, during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, due primarily to increases in expenses for annual and long-term incentive compensation expense related to improvements in earnings from continuing operations, legal costs, and salaries, partially offset by decreases in net periodic benefit costs and the discontinuance of stock-based compensation expense subsequent to the Merger.

Depreciation and amortization. Depreciation and amortization was essentially unchanged during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012 of $48,603,000 and $48,373,000, respectively.

Other expense (income). Other expense (income) was $110,000 during the three months ended September 30, 2013 compared to $888,000 during the pro forma thirteen weeks ended September 27, 2012. During the pro forma thirteen weeks ended September 27, 2012, other expense (income) was primarily due to expenses on extinguishment of indebtedness related to the redemption of our Notes due 2014 of $1,297,000, partially offset by insurance recoveries and other income.

Interest expense. Interest expense decreased 3.0%, or $1,092,000, for the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012, primarily due to the redemptions of the Notes due 2014, the Term Loan due 2016, and the Term Loan due 2018, partially offset by increases in indebtedness and the related interest expense due to the issuance of our Term Loan due 2020 and increases in capital and financing lease obligations and the related interest expense from the Rave acquisition.

Equity in (earnings) losses of non-consolidated entities. Equity in earnings of non-consolidated entities were $14,323,000 in the current period compared to equity in losses of non-consolidated entities of $2,456,000 in the prior period. The increase in equity in earnings of non-consolidated entities was primarily due to increases in equity in earnings from Open Road Releasing, LLC and DCIP. The increase in equity in earnings from Open Road Releasing, LLC was primarily due to increases in non-theatrical related revenues, such as home entertainment and video on demand, that do not have promotional expenses as large as those which are typically associated with theatrical revenues. Cash distributions from non-consolidated entities were $8,221,000 during the current period and $6,584,000 during the pro forma thirteen weeks ended September 27, 2012. See Note 4—Investments of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Investment (income) expense. Investment (income) expense was $(69,000) for the three months ended September 30, 2013 compared to $193,000 for the pro forma thirteen weeks ended September 27, 2012.

Income tax provision. The income tax provision from continuing operations was $3,430,000 for the three months ended September 30, 2013 and $5,300,000 for the pro forma thirteen weeks ended September 27, 2012.See Note 7—Income Taxes of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Earnings (loss) from continuing operations. Earnings (loss) from continuing operations were $33,872,000 and $(506,000) for the three months ended September 30, 2013 and pro forma thirteen weeks ended September 27, 2012, respectively. Net earnings during the three months ended September 30, 2013 compared to the pro forma thirteen weeks ended September 27, 2012 were positively impacted by the increase in attendance, the increase in average food and beverage per patron, and the increase in equity in earnings of non-consolidated entities. Net earnings were negatively impacted by the increase in the general and administrative: other expense.

Nine Months Ended September 30, 2013 and Pro forma Thirty-nine Weeks Ended September 27, 2012

Revenues. Total revenues increased 5.3%, or $103,005,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012. Admissions revenues increased 3.6%, or $46,965,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, primarily due to a 2.2% increase in average ticket prices and a 1.3% increase in attendance. The increase in average ticket price was primarily due to the increase in ticket prices and attendance for standard 2D film, partially offset by the impact of the decrease in net recognition of admissions revenues related to AMC Stubs. Total admissions revenues were increased by rewards redeemed, net of deferrals, of $1,786,000 during the nine months ended September 30, 2013 related to rewards accumulated under AMC Stubs compared to $4,511,000 during the pro forma thirty-nine weeks ended September 27, 2012. The rewards accumulated under AMC Stubs are deferred and recognized in future periods upon redemption or expiration of customer rewards. Admissions revenues at comparable theatres (theatres opened on or before the first quarter of 2012 and before giving effect to the net recognition of admissions revenues due to the AMC Stubs customer frequency program) increased 1.0%, or $12,580,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, due to the 2.8% increase in average ticket prices, partially offset by the 1.0% decrease in attendance. Food and beverage revenues increased 7.9%, or $42,932,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, due to a 6.5% increase in average food and beverage per patron, the increase in attendance, and the decrease in rewards deferred, net of redemptions, of food and beverage revenues related to the AMC Stubs customer frequency program. The increase in food and beverage per patron reflects food and beverage price increases, the contribution of our food and beverage strategic initiatives, and the impact of the decrease in rewards deferred, net of redemptions, of food and beverage revenues related to AMC Stubs. Total food and beverage revenues were reduced by a net amount of $1,951,000 and $3,592,000 during the nine months ended September 30, 2013 and the pro forma thirty-nine weeks ended September 27, 2012, respectively, related to rewards accumulated under AMC Stubs and deferred to be recognized in future periods upon redemption or expiration of customer rewards. Other theatre revenues increased 19.0%, or $13,108,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, primarily due to increases in advertising revenues, gift card breakage income, internet ticket fees, and theatre rentals.

Operating costs and expenses. Operating costs and expenses increased 3.4%, or $62,456,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended

September 27, 2012. Film exhibition costs increased 3.8%, or $26,336,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, primarily due to the increase in admissions revenues and the increase in film exhibition costs as a percentage of admission revenues. As a percentage of admissions revenues, film exhibition costs were 52.6% in the current period and 52.5% in the prior period. Food and beverage costs increased 7.1%, or $5,308,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012 due to the increase in food and beverage revenues, partially offset by the decrease in food and beverage costs as a percentage of food and beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 13.6% in the current period compared with 13.7% in the prior period. As a percentage of revenues, operating expense was 26.2% in the current period as compared to 26.7% in the pro forma prior period, primarily due to increases in revenues. Rent expense increased 2.1%, or $7,101,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, primarily from increases in common area maintenance expenses due to snow removal and a greater number of theatres operated due primarily to acquisitions.

Merger, acquisition and transaction costs. Merger, acquisition and transaction costs were $1,952,000 during the nine months ended September 30, 2013 compared to $2,119,000 during the pro forma thirty-nine weeks ended September 27, 2012, primarily consisting of costs related to the Merger.

Other. Other general and administrative expense increased 20.1%, or $10,016,000, during the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, due primarily to increases in expenses for annual and long-term incentive compensation expense related to improvements in earnings from continuing operations, legal costs, salaries, corporate office ("Theatre Support Center") transition rent, and abandoned projects, partially offset by decreases in net periodic benefit costs and the discontinuance of stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization decreased 2.1%, or $3,102,000, during the nine months ended September 30, 2013 compared to the pro forma prior period due primarily to a reduction in depreciation resulting from a decline in asset retirements recorded in comparison to the prior year, partially offset by increases in depreciation resulting from the additional property acquired in the Rave acquisition.

Impairment of long-lived assets. During the pro forma thirty-nine weeks ended September 27, 2012, we recognized an impairment loss of $285,000 on three theatres with 33 screens (in Arkansas, Maryland and Utah), which was related to property, net.

Other expense (income). Other income was $184,000 during the nine months ended September 30, 2013 compared to other expense of $2,034,000 during the pro forma thirty-nine weeks ended September 27, 2012. Other expense (income) for the pro forma thirty-nine weeks ended September 27, 2012 was primarily due to expenses on extinguishment of indebtedness related to the redemption of our Notes due 2014 of $1,937,000 and expenses related to the redemption and modification of the former Senior Secured Credit Facility of $383,000, partially offset by insurance recoveries.

Interest expense. Interest expense decreased 4.5%, or $4,956,000, for the nine months ended September 30, 2013 compared to the pro forma thirty-nine weeks ended September 27, 2012, primarily due to the redemptions of the Notes due 2014, the Term Loan due 2016, and the Term Loan due 2018, partially offset by increases in indebtedness and the related interest expense due to the issuance of our Term Loan due 2020 and increases in capital and financing lease obligations and the related interest expense from the Rave acquisition.

Equity in earnings of non-consolidated entities. Equity in earnings of non-consolidated entities were $38,143,000 in the current period compared to $7,161,000 in the prior period. The increase in equity in earnings of non-consolidated entities was primarily due to increases in equity in earnings related to our investment in Open Road Releasing, LLC, NCM, and DCIP. The increase in equity in earnings from Open Road Releasing, LLC was primarily due to increases in non-theatrical related revenues, such as home entertainment, video on demand, and pay television, that do not have promotional expenses as large as those which are typically associated with theatrical revenues. Cash distributions from non-consolidated entities were $20,800,000 during the current period and $19,610,000 during the pro forma thirty-nine weeks ended September 27, 2012. See Note 4—Investments of the Notes to Consolidated Financial Statements in Item 1 of Part I hereof for further information.

Investment (income) expense. Investment income was $3,406,000 for the nine months ended September 30, 2013 compared to $3,389,000 for the pro forma thirty-nine weeks ended September 27, 2012. The investment income includes payments received of $3,677,000 and $3,949,000 related to the NCM tax receivable agreement for the nine months ended September 30, 2013 and the pro forma thirty-nine weeks ended September 27, 2012, respectively.

Income tax provision. The income tax provision from continuing operations was $10,860,000 for the nine months ended September 30, 2013 and $8,500,000 for the pro forma thirty-nine weeks ended September 27, 2012. See Note 1—Basis of Presentation for out of period tax adjustment and Note 7—Income Taxes of the Notes to Consolidated Financial Statements in Item 1 of Part I for further information.

Earnings from continuing operations. Earnings from continuing operations were $80,493,000 and $4,131,000 for the nine months ended September 30, 2013 and the pro forma thirty-nine weeks ended September 27, 2012, respectively. Net earnings during the nine months ended September 30, 2013 compared to pro forma thirty-nine weeks ended September 27, 2012 were positively impacted by the increase in attendance, decrease in interest expense, the decrease in depreciation and amortization expense, the increase in average ticket prices, and the increase in average food and beverage per patron. Net earnings were negatively impacted by the increase in general and administrative: other expense and the increase in income tax provision.

Our consolidated revenues are primarily collected in cash, principally through box office admissions and theatre food and beverage 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.

We believe that cash generated from operations and existing cash and equivalents 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 2019 and Notes due 2020.

During the third quarter of 2013, our Parent filed a registration statement for an initial public offering of its common stock. If the IPO is complete, Parent intends to use the net proceeds for general corporate purposes, which may include, among other things, capital expenditures and retirement of outstanding indebtedness, which may include our Notes due 2019. However, Parent has not made a definitive determination as to how to allocate these proceeds among these and other

possible general corporate purposes and Parent does not anticipate doing so prior to the completion of the IPO. Parent may apply the proceeds of the offering to uses that do not improve our operating results or increase the value of our Company. No assurance can be given as to when the IPO will be completed, if ever.

Cash flows provided by (used in) operating activities, as reflected in the Consolidated Statements of Cash Flows, were $204,222,000, $(32,125,000) and $139,567,000 during the nine months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period December 30, 2011 through August 30, 2012, respectively. The increase in cash flows provided by operating activities for the nine months ended September 30, 2013 was primarily due to increases in net earnings, less decreases in accounts payables, increases in accounts receivable collections, and less decreases from gain on dispositions. We had working capital deficit as of September 30, 2013 and December 31, 2012 of $258,319,000 and $237,945,000, respectively. Working capital includes $136,407,000 and $171,122,000 of deferred revenues and income as of September 30, 2013 and December 31, 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 $138,498,000 on our Credit Facility to meet these obligations as of September 30, 2013.

Cash flows used in investing activities, as reflected in the Consolidated Statements of Cash Flows, were $180,278,000, $7,876,000 and $86,771,000, during the nine months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period December 30, 2011 through August 30, 2012, respectively. Cash outflows from investing activities include capital expenditures of $175,361,000, $10,638,000 and $94,392,000 during the nine months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period December 30, 2011 through August 30, 2012, respectively. Our capital expenditures primarily consisted of strategic growth initiatives and remodels, maintaining our theatre circuit, and technology upgrades. We expect that our gross cash outflows for capital expenditures will be approximately $260,000,000 to $290,000,000 for 2013, before giving effect to expected landlord contributions of approximately $25,000,000.

During the nine months ended September 30, 2013, we received $4,666,000 for a sales price adjustment from the sale of theatres located in Canada and paid $20,000 related to other dispositions of long-term assets.

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 provided by (used in) financing activities, as reflected in the Consolidated Statement of Cash Flows, were $(26,312,000), $98,553,000 and $(167,837,000) during the nine months ended September 30, 2013, the period August 31, 2012 through September 27, 2012, and the period December 30, 2011 through August 30, 2012, respectively. Financing activities for the current period consist of repayments of the Term Loan due 2016 and Term Loan due 2018, payments related the Term Loan due 2020, and capital and financial lease obligations.

On April 30, 2013, we entered into a new $925,000,000 Senior Secured Credit Facility pursuant to which we borrowed term loans (the "Term Loan due 2020"), and used the proceeds to fund the redemption of both the former Senior Secured Credit Facility Term Loan due 2016 and the former Senior Secured Credit Facility Term Loan due 2018. The Senior Secured Credit Facility is comprised of a $150,000,000 Revolving Credit Facility, which matures in 2018, and a $775,000,000 term loan, which matures in 2020. Proceeds from the issuance of Term Loan due 2020 were $773,063,000 and deferred financing costs paid related to the issuance of the Senior Secured Credit Facility were $9,106,000, during the nine months ended September 30, 2013. We repurchased the principal balance on both our Term Loan due 2016 of $464,088,000 and our Term Loan due 2018 of $296,250,000 during the nine months ended September 30, 2013. See Note 13—Corporate Borrowings of the Notes to Consolidated Financial Statements in Item 1 of Part I for further information.

During the Predecessor period of December 30, 2011 through August 30, 2012, proceeds from the issuance of Term Loan due 2018 were $297,000,000 and deferred financing costs paid related to the Senior Secured Credit Facility were $7,713,000. We repaid the remaining principal balance due on our Term Loan due 2013 of $140,657,000 and made payments to repurchase our Notes due 2014 of $300,000,000 during the period December 30, 2011 through August 30, 2012.

Reference is made to Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources in our Transition Report on Form 10-K for the transition year ended December 31, 2012 for certain information about our former Senior Secured Credit Facility, our Notes due 2019, and our Notes due 2020.

Each indenture relating to our Notes (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 coverage ratio of each indenture, after giving effect to the event on a pro forma basis. Under the indenture for the Notes due 2019 (our more restrictive indenture), we could borrow approximately $1,349,700,000 (assuming an interest rate of 6.50% per annum on the additional indebtedness) in addition to specified permitted indebtedness at September 30, 2013. If we cannot satisfy the coverage ratios of the indentures, generally we can borrow an additional amount under the Senior Secured Credit Facility.

As of September 30, 2013, we were in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Notes due 2019, and the Notes due 2020.

We hold an investment of 15.44% in NCM LLC accounted for following the equity method as of September 30, 2013. The estimated fair market value of these units was approximately $359,335,000, based upon the publically quoted price per share of NCM, Inc. on September 30, 2013 of $18.86 per share. Because we have little tax basis in these units, the sale of all these units at September 30, 2013 would require us to report taxable income of approximately $491,443,000, 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 Transition Report on Form 10-K for the transition year ended December 31, 2012. As disclosed in Note 13—Corporate Borrowings of the Notes to the Consolidated Financial Statements in Item 1 of Part I hereof on April 30, 2013, we entered into a new $925,000,000 Senior

Secured Credit Facility pursuant to which we borrowed term loan aggregating $775,000,000 (the "Term Loan due 2020"), and used the proceeds to fund the redemption of both the Term Loan due 2016 in the aggregate principal amount of $464,088,000 and the Term Loan due 2018 in the aggregate principal amount of $296,250,000, plus in each case accrued and unpaid interest. The Senior Secured Credit Facility is comprised of a $150,000,000 Revolving Credit Facility, which matures on April 30, 2018, and the $775,000,000 Term Loan due 2020, which matures on April 30, 2020. We are obligated to repay $7,750,000 of the Term Loan due 2020 per annum through April 30, 2019, with any remaining balance due on April 30, 2020. The Senior Secured Credit Facility also contains mandatory prepayment provisions which apply if (i) specified asset sales or property loss events occur or specified indebtedness is incurred, or (ii) the net senior secured leverage ratio, as defined in the Senior Secured Credit Facility, as of the last day of any fiscal year, commencing December 31, 2014, is greater than 2.5 to 1 and excess cash flow, as defined, exceeds $20,000,000. Events of default that could result in acceleration include the occurrence of (i) a change in control, as defined in the Senior Secured Credit Facility, (ii) defaults under other indebtedness of the Company, any guarantor or any significant subsidiary having a principal amount of $25,000,000 or more, and (iii) one or more uninsured judgments against the Company, any guarantor or any significant subsidiary for an aggregate amount exceeding $25,000,000 with respect to which enforcement proceedings are brought or a stay of enforcement is not in effect for any period of 60 consecutive days. See Note 13—Corporate Borrowings of the Notes to the Consolidated Financial Statements in Item 1 of Part I hereof for additional information.

See Note 10—New Accounting Pronouncements of the Notes to the Consolidated Financial Statements in Item 1 of Part I for further information regarding recently issued accounting standards.

Market risk on variable-rate financial instruments. At September 30, 2013, we maintained a Senior Secured Credit Facility comprised of a $150,000,000 revolving credit facility and a $775,000,000 Senior Secured Term Loan due 2020. 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, with a minimum base rate of 1.75% and a minimum rate for LIBOR borrowings of 0.75%. The rate in effect at September 30, 2013 for the outstanding Senior Secured Term Loan due 2020 was a LIBOR-based rate and was 3.50% per annum. See Note 13—Corporate Borrowings of the Notes to the Consolidated Financial Statements in Item 1 of Part I hereof for additional information. 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 September 30, 2013 and had an aggregate principal balance of $771,125,000 outstanding under the Senior Secured Term Loan due 2020 on September 30, 2013. A 100 basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facility by $5,826,000 during the nine months ended September 30, 2013.

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

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 calendar quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Reference is made to Note 9—Commitments and Contingencies of the Notes to the Consolidated Financial Statements contained in Item 1, Part I of 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 Transition Report on Form 10-K for the transition year ended December 31, 2012.

We may be limited in our ability to utilize, or may not be able to utilize, net operating loss carryforwards to reduce our future tax liability.

As of December 31, 2012, we had federal income tax loss carryforward of $745,073,000 and estimated state income tax loss carryforward of $625,000,000 which will be limited annually due to certain change in ownership provisions of the Internal Revenue Code ("IRC") Section 382. Our federal tax loss carryforwards will begin to expire in 2017 and will completely expire in 2031. Our state tax loss carryforwards may be used over various periods ranging from 1 to 20 years.

We have experienced numerous "ownership changes" within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended, including the Merger. These ownership changes have and will continue to subject our tax loss carryforwards to annual limitations which will restrict our ability to use them to offset our taxable income in periods following the ownership changes. In general, the annual use limitation equals the aggregate value of our equity at the time of the ownership change multiplied by a specified long-term tax-exempt interest rate. We have had significant financial losses in previous years and as a result we currently maintain a full valuation allowance for our deferred tax assets, including our federal and state tax loss carryforwards.

We are subject to, and in the future may become a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business. Regardless of the merits of the claims, the cost to defend current and future litigation may be significant, and such matters can be time-consuming and divert management's attention and resources. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages, penalties or injunctive relief against us. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if they prevail, the amount of our recovery.

		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		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).
			3.3.5		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).
			3.3.6		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).
			3.3.7		AMC Theatres of New Jersey, Inc. (incorporated by reference from Exhibit 3.3.8 to AMCE's Form 10-Q (File No. 1-8747) filed on November 9, 2012).
			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).

		EXHIBIT NUMBER			DESCRIPTION

			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 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).
			3.8		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).
			3.9		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).
			3.10		By-laws of AMC Theatres of New Jersey, Inc. (incorporated by reference from Exhibit 3.11 to AMCE's Form 10-Q (File No. 1-8747) filed on November 9, 2012).
			4.1		Credit Agreement, dated April 30, 2013, by and among AMC Entertainment Inc., the lenders and the issuers party thereto, Citicorp North America, Inc., as agent, and the other agents and arrangers party thereto (incorporated by reference from Exhibit 10.1 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).
			4.2		Guaranty, dated as of April 30, 2013, by AMC Entertainment Inc. and each of the other Guarantors party thereto in favor of the Guaranteed Parties named therein (incorporated by reference from Exhibit 10.2 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).
			4.3		Pledge and Security Agreement, dated as of April 30, 2013, by AMC Entertainment Inc. and each of the other Grantors party thereto in favor of Citicorp North America, Inc., as agent for the Secured Parties (incorporated by reference from Exhibit 10.3 to AMCE's Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).
			*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 September 30, 2013
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.)
One AMC Way 11500 Ash Street, Leawood, KS (Address of principal executive offices)		66211 (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 Operations	3
	Consolidated Statements of Comprehensive Income	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	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	68
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 6.	Exhibits	70
	Signatures	72

(In thousands)	Total

	(Successor)
Balance as of December 31, 2012	$	2,251,296
Increase in Goodwill from purchase price allocation adjustments related to the Merger		31,951
Increase in Goodwill from purchase price allocation adjustments related to the Rave acquisition		13,127

Balance as of September 30, 2013	$	2,296,374

(In thousands)	Total

Cash	$	3,649
Receivables, net(1)		754
Other current assets		1,556
Property, net		79,428
Goodwill(2)		92,151
Accrued expenses and other liabilities		(8,618	)
Capital and financing lease obligations		(62,598	)
Other long-term liabilities(3)		(13,990	)

Total estimated purchase price	$	92,332

	Three Months Ended September 30, 2013

(In thousands)	NCM		DCIP		ORF		Other		Total
Revenues	$	135,100	$	46,321	$	24,405	$	5,378	$	211,204
Operating costs and expenses		83,300		29,792		21,219		5,257		139,568

Net earnings	$	51,800	$	16,529	$	3,186	$	121	$	71,636

(In thousands)	September 30, 2013		December 31, 2012

	(Successor)		(Successor)
Due from DCIP for equipment purchases	$	730	$	736
Deferred rent liability for digital projectors		6,241		1,810

(In thousands)	September 30, 2013		December 31, 2012

	(Successor)		(Successor)
Due from Open Road Films	$	2,322	$	1,950
Film rent payable to Open Road Films		373		326

(In thousands)	September 30, 2013		December 31, 2012

	(Successor)		(Successor)
Due from NCM for on-screen advertising revenue	$	1,479	$	1,978
Due to NCM for Exhibitor Services Agreement		2,161		2,021


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.

(In thousands)	Foreign Currency			Pension and Other Benefits			Unrealized Gains on Marketable Securities			Unrealized Gain from Equity Method Investees' Cash Flow Hedge			Total

													(Successor)
Balance, December 31, 2012	$	(530	)	$	7,264		$	1,913		$	797		$	9,444

Other comprehensive income before reclassifications		341			—			(4,841	)		2,489			(2,011	)
Amounts reclassified from accumulated other comprehensive income		—			(58	)		(301	)		(290	)		(649	)

Net other comprehensive income (loss)		341			(58	)		(5,142	)		2,199			(2,660	)

Balance, September 30, 2013	$	(189	)	$	7,206		$	(3,229	)	$	2,996		$	6,784


		AMC ENTERTAINMENT INC.
Date: November 8, 2013		/s/ GERARDO I. LOPEZ Gerardo I. Lopez Chief Executive Officer, Director and President
Date: November 8, 2013		/s/ CRAIG R. RAMSEY Craig R. Ramsey Executive Vice President and Chief Financial Officer