Use these links to rapidly review the document
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on December 9, 2011July 6, 2012

Registration No. 333-168105

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT
NO. 78 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

c/o AMC Entertainment Inc.
920 Main Street
Kansas City, Missouri 64105-1977
(816) 221-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Kevin M. Connor, Esq.
Senior Vice President, General Counsel & Secretary
AMC Entertainment Inc.
920 Main Street
Kansas City, Missouri 64105
(816) 221-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

         Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date of this Registration Statement.

         If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    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.

         The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 9, 2011JULY 6, 2012

                Shares

AMC Entertainment Inc.

Common Stock

        This is an initial public offering of shares of common stock of AMC Entertainment Inc. (formerly AMC Entertainment Holdings, Inc.). We are selling an aggregate of                  shares in this offering.

        Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $        and $        per share. We have applied to list the common stock on a national securities exchange under the symbol "AMC".

        The underwriters have an option to purchase up to a maximum of                  additional shares of common stock from us.

        An affiliate of J.P. Morgan Securities LLC., one of the underwriters in this offering, is one of our principal stockholders: J.P. Morgan Partners, LLC, or JPMP. JPMP currently owns approximately    % of our common stock on a fully diluted basis and will own approximately    % of our common stock upon the completion of this offering (assuming the underwriters' option to purchase additional shares is not exercised). As a result of JPMP's current ownership interest in us, this offering is being conducted in accordance with the applicable provisions of the Financial Industry Regulatory Authority, or the FINRA, rules. These rules require, among other things, that the "qualified independent underwriter" (as such term is defined by the rules) participates in the preparation of the registration statement and prospectus and conducts due diligence. Goldman, Sachs & Co. is assuming the responsibilities of acting as the qualified independent underwriter in this offering.

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 18.21.

        Delivery of the shares of common stock will be made on or about                      , 2012.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                      , 2012.

TABLE OF CONTENTS

        You should rely only on the information contained in or incorporated by reference in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

MARKET AND INDUSTRY INFORMATION

        Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of our estimates based on data and reports compiled by industry professional organizations, including the Motion Picture Association of America, the National Association of Theatre Owners ("NATO"), Nielsen Media Research, Rentrak Corporation ("Rentrak"), industry analysts and our management's knowledge of our business and markets. Unless otherwise noted in this prospectus, all information provided by the Motion Picture Association of America is for the 20102011 calendar year, all information provided by NATO is for the 20102011 calendar year and all information provided by Rentrak is as of December 31, 2010 and Septemberfor the period ended March 29, 2011.2012.

        Although we believe that the sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to changes based on various factors, including those discussed under "Risk Factors" in this prospectus.

ii

Table of Contents

PROSPECTUS SUMMARY

        The following summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, especially the risks of investing in our common stock discussed under "Risk Factors" and our consolidated financial statements and accompanying notes.

        AMC Entertainment Holdings, Inc. ("Parent"), an entity created on June 6, 2007, is the sole stockholder of AMC Entertainment Inc. ("AMCE"). Upon completion of this initial public offering, AMCE will be merged with and into Parent, with Parent continuing as the surviving entity (the "Merger"). Parent will change its name to AMC Entertainment Inc. As used in this prospectus, unless the context otherwise requires, references to "we," "us," "our," the "Company," "AMC" or "AMC Entertainment" refer to Parent and its subsidiaries after giving effect to the Merger.

        As used in this prospectus, the term "pro forma" refers to, in the case of pro forma financial information, such information after giving pro forma effect to (i) the Merger (ii) the Kerasotes Acquisition (as described under "—Recent Developments") and (iii)(ii) this offering and the use of proceeds therefrom and related transactions (collectively, the "Transactions"). Except as stated otherwise herein, the share data set forth in this prospectus reflects the reclassification of Parent's capital stock as described below under "—The Reclassification."

        Parent has a 52-week or 53-week fiscal year ending on the Thursday closest to March 31. Fiscal years 2007, 2009, 2010, 2011 and 20112012 contained 52 weeks. Fiscal year 2008 contained 53 weeks.

Who We Are

        We are one of the world's leading theatrical exhibition companies. As of SeptemberMarch 29, 2011,2012, we owned, operated or held interests in 351346 movie theatres with a total of 5,0835,034 screens, approximately 99% of which were located in the United States and Canada. Our theatres are primarily located in major metropolitan markets, which we believe offer us strategic, operational and financial advantages. We also have a modern, highly productive theatre circuit that leads the theatrical exhibition industry in key asset quality and performance metrics, such as revenues per head and per theatre productivity measures. Our industry-leading performance is largely driven by the quality of our theatre sites, our operating practices, which focus on delivering the best customer experience through consumer-focused innovation, and, most recently, our implementation of premium sight and sound formats, which we believe will be key components of the future movie-going experience. As of SeptemberMarch 29, 2011,2012, we are the largest IMAX exhibitor in the world with a 45% market share in the United States and nearly twice the screen count of the second largest U.S. IMAX exhibitor, and each of our local IMAX installations is protected by geographic exclusivity.

        Approximately 200 million consumers have attended our theatres each year for the past five years. We offer these consumers a fully immersive out-of-home entertainment experience by featuring a wide array of entertainment alternatives, including popular movies, throughout the day and at different price points. This broad range of entertainment alternatives appeals to a wide variety of consumers across different age, gender, and socioeconomic demographics. For example, in addition to traditional film programming, we offer more diversified programming that includes independent and foreign films, performing arts, music and sports. We also offer food and beverage alternatives beyond traditional concession items, including made-to-order meals, customized coffee, healthy snacks and dine-in theatre options, all designed to create further service and selection for our consumers. We believe there is potential for us to further increase our annual attendance as we gain market share from other in-home and out-of-home entertainment options.

        Our large annual attendance has made us an important partner to content providers who want access and distribution to consumers. We currently generate 16%19% more estimated unique visitors per year (33.3(34.5 million) than HBO's subscribers (28.6(29 million) and 67%31% more than Netflix's subscribers (20.0(26.3 million) according to the October 14, 2010Hollywood Reporter,SNL Kagan, the December 31, 20102011 Netflix Form 10-K and the Theatrical Market Statistics 2010 report from the Motion Picture Association of

Table of Contents

Market Statistics 2011 report from the Motion Picture Association of America. Further underscoring our importance to content providers, according to Rentrak, over the past five calendar years we representhave represented approximately 17% to 20%, on average, of each of the six largest grossing studios' U.S. box office revenues. Average annual film rental payments to each of these studios ranged from approximately $100 million to $160$170 million.

        For the 52 weeksfiscal year ended SeptemberMarch 29, 2011,2012, we generated pro forma revenues of approximately $2.6 billion, pro forma Adjusted EBITDA (as defined on pages 18 and 19) of $368.0 million and pro forma loss from continuing operations of $78.0 million. For the fiscal year ended March 29, 2012, the fiscal year ended March 31, 2011 and the 26 weeks ended September 29, 2011, we generated pro forma revenues of approximately $2.5 billion, $2.5 billion and $1.4 billion, respectively, pro forma Adjusted EBITDA (as defined on pages 15 and 16) of $325.8 million, $318.3 million and $205.9 million, respectively, and pro forma loss from continuing operations of $(214.3) million, $(154.5) million and $(3.4) million, respectively. For the fiscal year ended March 31, 2011, the fiscal year ended April 1, 2010, and the fiscal year ended April 2, 2009, we generated revenues of approximately $2.4$2.6 billion, $2.4 billion and $2.3$2.4 billion, respectively, Adjusted EBITDA (as defined on pages 1518 and 16)19) of $368.0 million, $313.3 million $364.0 million and $326.1$364.0 million, respectively, and earnings (loss) from continuing operations of $(94.1) million, $(174.9) million $87.4 million and $(158.8)$87.4 million, respectively. For the fiscal years ended March 29, 2012 and March 31, 2011, and April 1, 2010, we reported net earnings (loss) of $(174.3)$(94.1) million and $79.9$(174.3) million, respectively.

        We were founded in 1920 and since then have pioneered many of the theatrical exhibition industry's most important innovations, including the multiplex theatre format in the early 1960s and the North American megaplex theatre format in the mid-1990s. In addition, we have acquired some of the most respected companies in the theatrical exhibition industry, including Loews Cineplex Entertainment Corporation ("Loews"), General Cinema Corporation ("General Cinema") and, more recently, Kerasotes Showplace Theatres, LLC ("Kerasotes"), the acquisition of which is described under "—Recent Developments." Our historic growth has been driven by a combination of organic growth and acquisition strategies, in addition to strategic alliances and partnerships that highlight our ability to capture innovation and value beyond the traditional exhibition space. For example:

•

On April 1, 2011, we fully launchedAMC Stubs™, a guest frequency program which allows members to earn rewards redeemable on future purchases at AMC locations.AMC Stubs is the first frequency program of its kind in the theatrical exhibition industry. As of March 29, 2012,AMC Stubs had 3.2 million members, which represents approximately 18% of our attendance during fiscal 2012;



•

In March 2011, we announced the launch of an innovative distribution company called Open Road Films along with another major theatrical exhibition chain. Open Road Films is a dynamic acquisition-based domestic theatrical distribution company that concentrates on wide-release movies;movies includingKiller Elite andThe Grey, which were released during fiscal 2012;



•

In March 2005, we formed a joint venture with one of the major theatrical exhibition chains which combined our respective cinema screen advertising businesses into a company called National CineMedia, LLC ("NCM") and in July 2005, another of the major theatrical exhibition chains joined NCM as one of the founding members. As of SeptemberMarch 29, 2011,2012, we owned 17,323,782 common units in NCM, or a 15.63%15.47% ownership interest in NCM. All of our NCM membership units are redeemable for, at the option of NCM, cash or shares of common stock of National CineMedia, Inc. ("NCM, Inc.") on a share-for-share basis. The estimated fair market value of our units in NCM was approximately $255.9$264.4 million based on the closing price per share of NCM, Inc. on SeptemberMarch 29, 20112012 of $14.77$15.26 per share; and



•

We hold a 29% interest in Digital Cinema Implementation Partners LLC ("DCIP"), a joint venture charged with implementing digital cinema in the Company's theatres.

        Consistent with our history and culture of innovation, we believe we have pioneered a new way of thinking about theatrical exhibition: as a consumer entertainment provider. This vision, which introduces a strategic and marketing overlay to traditional theatrical exhibition, has been instrumental in driving and redirecting our future strategy.

Table of Contents

Our Competitive Strengths

        We believe our leadership in major metropolitan markets, superior asset quality and continuous focus on innovation and the guest experience have positioned us well to capitalize disproportionately on trends providing momentum to the theatrical exhibition industry as a whole, particularly the mass adoption of digital and 3D technologies. We believe we can gain additional share of walletrevenue from the consumer by broadening our offerings to them and increasing our engagement with them. We can then enable marketers and partners, such as NCM, to engage with our guests, deriving further financial value and benefit. We believe our management team is uniquely equipped to execute our strategy to realize these opportunities, making us a particularly effective competitor in our industry and positioning us well for future growth. Our competitive strengths include:

        Broad National Reach.    Thirty-nine percent (39%) of Americans (or approximately 120 million consumers) live within 10 miles of an AMC theatre. This proximity and convenience, along with the affordability and diversity of our film product, drive approximately 200 million consumers into our theatres each year, or approximately 33.334.5 million unique visitors annually. We believe our ability to serve a broad consumer base across numerous entertainment occasions, such as teenage socializing, romantic dates and group events, is a significant competitive advantage. Our broad consumer reach, operating scale, access to diverse content and marketing platforms are valuable to content providers and marketers who want to access this broad and diverse audience.

        Major Market Leader.    We maintain the leading market share within our markets. As of SeptemberMarch 29, 2011,2012, we operated in 2324 of the top 25 Designated Market Areas as defined by Nielsen Media Research ("DMAs") and had the number one or two market share in each of the top 15 DMAs, including New York City, Los Angeles, Chicago, Philadelphia, Dallas, San Francisco, Atlanta and Boston.Dallas. In addition, 73%75% of our screens were located in the top 25 DMAs and 89% were located in the top 50 DMAs. Our strong presence in the top DMAs makes our theatres more visible and therefore strategically more important to content providers who rely on these markets for a disproportionately large share of box office receipts. According to Rentrak, during the 52 weeks ended SeptemberMarch 29, 2011, 58%2012, 59% of all U.S. box office receipts were derived from the top 25 DMAs and 76% were derived from the top 50 DMAs. In certainsome of our densely populated major metropolitan markets, we believe a scarcity of attractive retail real estate opportunities enhances the strategic value of our existing theatres. We also believe the complexity inherent in operating in these major metropolitan markets is a deterrent to other less sophisticated competitors, protecting our market share position.

        We believe that customers in our major metropolitan markets are generally more affluent and culturally diverse than thosecustomers in smaller markets. Traditionally, our strong presence in these markets has created a greater opportunity to exhibit a broad array of programming and premium formats, which we believe drives higher levels of attendance at our theatres. This has allowed us to generate higher per screen and per theatre operating metrics. For example, our average ticket price in the United States was $8.87$8.89 for our 52 weeks ended SeptemberMarch 29, 2011,2012, as compared to $7.97$7.93 for the industry as a whole for the 12 months ended September 29,calendar year 2011.

        Modern, Highly Productive Theatre Circuit.    We believe the combination of our strong major market presence, focus on a superior guest experience and core operating strategies enables us to deliver industry-leading theatre level operating metrics. For the 52 weeks ended SeptemberMarch 29, 2011,2012, our theatre exhibition circuit in the United States generated attendance per average theatre of 552,000580,000 (higher than any of our peers), revenues per average theatre of $7.1$7.5 million and operating cash flows before rent (defined as Adjusted EBITDA before rent and G&A-Other) per average theatre of $2.3$2.5 million. Over the past five fiscal years, we invested an average of $132.4$131.7 million per year to improve and expand our theatre circuit, contributing to the modern portfolio of theatres we operate today.

Table of Contents

        Leader in Deployment of Premium Formats.    We also believe our strong presence in major market presencemarkets and our highly productive theatre circuit allow us to take greater advantage of incremental revenue-generating opportunities associated with the premium services that are beginning to define the future of the theatrical business, including digital delivery, 3D projection, large screen formats, such as IMAX and our proprietary ETX offering, and alternative programming. As the industry's digital conversion accelerates, we believe we have established a differentiated leadership position in premium formats. For example, we are the world's largest IMAX exhibitor with 118128 screens as of SeptemberMarch 29, 2011,2012, all of which are 3D enabled, and we expect to increase our IMAX screen count to 127129 by the end of fiscal year 2012.2013. We are able to charge a premium price for the IMAX experience, which, in combination with higher attendance levels, produces average weekly box office per print that is 165%300% greater than standard 2D versions of the same movie. The availability of IMAX and 3D content has increased significantly from calendar year 2005 to 2010.2011. During this period, available 3D content increased from 3 titles to 2645 titles, while available IMAX content increased from 5 titles to 1419 titles. Industry film grosses for available 3D products increased from $191.0 million to approximately $3.0 billion, while industry film grosses for available IMAX products increased from $864.0 million to approximately $3.0 billion over this period. This favorable trend continues in calendar year 20112012 with 5036 3D titles and 2013 IMAX titles, including highly successful franchise installments such asPirates of the Caribbean: On Stranger Tides, Kung Fu Panda:Journey 2: The Kaboom of D, Transformers:Mysterious Island, Men in Black 3, Madagascar 3, The Amazing Spider Man, Ice Age: Continental Drift, Resident Evil 5, Silent Hill: Revelation,The Dark of the Moon, Harry Potter and the Deathly Hallows, Part 2 and Mission Impossible-Ghost Protocal.Knight Rises andThe Great Gatsby. As reported by Rentrak and IMAX Corporation asin the May 6, 2012 issue of November 16, 2011,Box Office Analyst, the film release schedule for calendar year 20122013 is beginning to solidify with 3629 3D titles and 106 IMAX titles already announced, including sequels of high profile franchises such asSpiderman,Men in Black,BatmanIron Man, Star Trek, Thor, Teenage Mutant Ninja Turtles and a 3D version ofStar Wars.Jurassic Park.We expect that additional 3D and IMAX titles will be announced as the beginning of 20122013 approaches.

        Innovative Growth Initiatives in Food and Beverage.    We believe our theatre circuit is better positioned than our peer competitors' to generate additional revenue from broader and more diverse food and beverage offerings, in part due to our markets' larger, more diverse and more affluent customer base and our management's extensive experience in guest services, specifically within the food and beverage industry. Our annual food and beverage sales exceed the domestic food service sales generated from 1817 of the top 75 ranked restaurant chains in the U.S., while representing only approximately 27% of our total revenue. To capitalize on this opportunity, we have currently introduced one or more proprietary food and beverage offerings in 148154 theatres as of SeptemberMarch 29, 2011,2012, and we intend to deploy these offerings across our theatre circuit based on the needs and specific circumstances of each theatre. Our wide range of food and beverage offerings feature expanded menus, enhanced concession formats and unique dine-in theatre options, which we believe appeals to a larger cross section of potential customers. For example, in fiscal 2009 we converted a small, six-screen theatre in Atlanta, Georgia to a dine-in theatre facility with full kitchen facilities, seat-side servers and a separate bar and lounge area. From fiscal 2008 to fiscal 2011,2012, this theatre's attendance increased over 60%, revenues more than doubled, and operating cash flow and margins increased significantly. We plan to continue to invest in one or more enhanced food and beverage offerings across 12585 to 150110 theatres over the next three years.

        As of SeptemberMarch 29, 2011,2012, our food and beverage initiatives include:

•

Dine-in theatre concepts at 9 locations, which feature full kitchen facilities, seat-side servers and a separate bar and lounge area;



•

Concession Stand of the Future ("The Marketplace") at 46 locations, featuring self serve and premium concession items and specialty drinks;



•

Concession Freshen at 1456 locations, which provides a guest friendly grab and go experience and creates visual interest and space for more products;

systems are slated to be installed in many of our top performing locations in major U.S. markets, each of our local IMAX installations is protected by geographic exclusivity. Available




Table of Contents

There have been 13 IMAX titles announced for calendar year 2011 are 20 as compared with 14 titles in calendar year 2010.2012.

•

As of SeptemberMarch 29, 2011,2012, we had installed 3,1893,692 digital projectors in our existing theatre base, representing a 63%73% digital penetration in our theatre circuit. We intend to continue our rapid deployment of digital projectors through our arrangements with DCIP and expect to have installed over 3,7004,300 digital projectors by the end of fiscal year 2012.2013. We lease our digital projection systems from DCIP and therefore do not bear the majority of the cost of the digital projector rollout. Operating a digital theatre circuit provides numerous benefits, which include forming the foundation for 3D formats and alternative programming, allowing for more efficient film operations, lowering costs and enabling a better, more versatile advertising platform.



•

To complement our deployment of digital technology, in 2006 we partnered with RealD to install their 3D enabled systems in our theatres. As of SeptemberMarch 29, 2011,2012, we had 2,1892,191 RealD, 118128 IMAX and 1517 ETX 3D-enabled systems. During the past year, 3D films have generated approximately 30%39% greater admissions revenues than the standard 2D versions of the same film, at anor approximately $3.27 additional $1 to $5revenue per ticket. AvailableThere have been 36 3D titles announced for calendar year 2011 are 50 compared with 26 titles in calendar year 2010.2012.



•

During fiscal 2010, we introduced our proprietary large-screen digital format, ETX, and as of SeptemberMarch 29, 20112012 we operated at 1517 locations. ETX features wall-to-wall screens that are 20% larger than traditional screens, a custom sound system that is three times more powerful than a traditional auditorium, and 3D-enabled digital projection with twice the clarity of high definition. We charge a premium price for the ETX experience, which, in combination with higher attendance levels, produces average weekly box office per print that is 140%200% more than standard 2D versions of the same movie. We plan to have 17 ETX large screen formats by the end of fiscal year 2012.movie, at approximately $5.38 additional revenue per ticket.

        Broaden and Enhance Food and Beverage Offerings.    To address consumer trends, we are expanding our menu of premium food and beverage products to include made-to-order meals, customized coffee, healthy snacks, alcohol and other gourmet products. We plan to invest across a spectrum of enhanced food and beverage formats, from simple, less capital-intensive concession design improvements to the development of new dine-in theatre options. We have successfully implemented our dine-in theatre offerings to rejuvenate theatres approaching the end of their useful lives as traditional movie theatres and also in some of our larger theatres to more efficiently leverage their additional capacity. The costs of these conversions in some cases are partially covered by investments from the theatre landlord. We plan to continue to invest in one or more enhanced food and beverage offerings across 12585 to 150110 theatres over the next three years.

        Maximize Guest Engagement and Loyalty.    In addition to differentiating the AMC Entertainment movie-going experience by deploying new sight and sound formats, as well as food and beverage offerings, we are also focused on creating differentiation through guest marketing. We are already the most recognized theatre exhibition brand, with almost 60% brand awareness in the United States. We are actively marketing our own "AMC experience" message to our customers, focusing on every aspect of a customer's engagement with AMC, from the moment a guest visits our website or purchases a ticket to the moment a guest leaves our theatre. We have also refocused our marketing to drive active engagement with our customers through a redesigned website, Facebook, Twitter, Short Message Service ("SMS") and push email campaigns. As of November 15, 2011,May 1, 2012, we had over 2approximately 3.2 million "likes" on Facebook, and we engaged directly with our guests via close to 32200 million emails in fiscal 2011.2012. We have fully launched our new fee-based guest frequency program,AMC Stubs, in late Marchon April 1, 2011. This new program replacesMoviewatcher Rewards, which ended fiscal 2011 with 1.5 million active members, many of which are convertingconverted over toAMC Stubs. As of November 15, 2011,March 29, 2012, we had over 23.2 millionAMC Stubs members.members, which represent approximately 18% of our attendance during fiscal 2012.




Table of Contents

        Additional marketing initiatives include:

•

The ongoing continuous improvements of amctheatres.com, our Interactive Voice Response ("IVR") system, and expansion of our use of social medial channels to supplant traditional communication via newspapers with contemporary engagement platforms that offer comprehensive theatre, show time and movie-related information. Additional means of consumer engagement are being expanded to include email, social networking, Twitter and text messaging.



•

The addition of music, live sports and other special events to transform our buildings into full-fledged entertainment venues. This growing complement to traditional content has grown to 86 events in fiscal 2012, including the very popular Metropolitan Opera series.



•

Targeting film content to the ethnicities/lifestyles within individual theatre trade areas enables us to drive incremental traffic and create greater guest engagement. Our circuit-within-a-circuit initiative includes a number of guest profiles, including independent films, Latino, Bollywood, Asian/Korean and Urban genre of films.

        Focus on Operational Excellence    

        Disciplined Approach to Theatre Portfolio Management.    We evaluate the potential for new theatres and, where appropriate, replace underperforming theatres with newer, more modern theatres that offer amenities consistent with our portfolio. We also intend to selectively pursue acquisitions where the characteristics of the location, overall market and facilities further enhance the quality of our theatre portfolio. We presently have no current plans, proposals or understandings regarding any such acquisitions. Historically, we have demonstrated a successful track record of integrating acquisitions such as Loews, General Cinema and Kerasotes. For example, our January 2006 acquisition of Loews combined two leading theatrical exhibition companies, each with a long history of operating in the industry, thereby increasing the number of screens we operated by 47%.

        Continue to Achieve Operating Efficiencies.    We believe that the size of our theatre circuit, our major market concentration and the breadth of our operations will allow us to continue to achieve economies of scale and further improve operating margins. Our operating strategies are focused on the following areas:

•

Leveraging our scale to lower our cost of doing business without sacrificing quality or the important elements of guest satisfaction. We have cost savings initiatives for procurement and other functions that allow for vendor consolidation, more targeted marketing and promotional efforts, energy management, and other programs that are expected to provide annual cost savings following SeptemberMarch 29, 20112012 of approximately $12.1$31.2 million.



•

Lowering occupancy costs in many of our facilities by renegotiating rental agreements with landlords, strictly enforcing co-tenancy provisions and effective auditing of common area billings. During fiscal 2009 through 2012 we renewed or renegotiated rental agreements at 8799 locations. Approximately 79% of these locations were renewals. During this four year period, for these 8799 locations we have reduced the aggregate annual rental amounts from the original terms by 22%24%, or approximately $16$20.0 million in total savings.



•

Maintaining our theatres to reduce deferred maintenance costs and lower future capital requirements that might otherwise be required to maintain our facilities in a first class operating condition.



•

Creating and monetizing financial value from our strategic alliances and partnerships, such as NCM, DCIP, RealD and Open Road Films.




Table of Contents


Our Industry


        Movie-going is a compelling consumer out-of-home entertainment experience. Movie theatres currently garner a relatively small share of overall consumer entertainment time and spend, leaving significant room for further expansion and growth in the U.S. In addition, our industry benefits from available capacity to satisfy additional consumer demand without capital investment.

        As major studio releases have declined in recent years, we believe that companies like Open Road Films could fill an important gap that exists in the market today for consumers, movie producers and theatrical exhibitors by providing a broader availability of movies to consumers. Theatrical exhibitors are uniquely positioned to not only support, but also benefit from new distribution companies and content providers. We believe the theatrical exhibition industry is and will continue to be attractive for a number of key reasons, including:

        A Highly Popular and Affordable Out-of-Home Entertainment Experience.    Going to the movies has been and remains one of the most popular and affordable out-of-home entertainment options for decades. The estimated average price of a movie ticket was $7.90$7.93 in calendar 2010,2011, considerably less than other out-of-home entertainment alternatives such as concerts and sporting events. In calendar 2010,2011, attendance at indoor movie theatres in the United States and Canada was 1.3 billion. This contrasts




Table of Contents




with to the 111111.8 million combined annual attendance generated by professional baseball, basketball and football over the same period.

        Adoption of Digital Technology.    The theatrical exhibition industry is well under wayunderway in its overall conversion from film-based to digital projection technology. This digital conversion will position the industry with lower distribution and exhibition expenses, efficient delivery of alternative content and niche programming, and premium experiences for consumers. Digital projection also results in a premium visual experience for patrons, and digital content gives the theatre operator greater flexibility in programming. The industry will benefit from the conversion to digital delivery, alternative content, 3D formats and dynamic pricing models. As theatre exhibitors have adopted digital technology, the theatre circuits have shown enhanced productivity, profitability and efficiency. Digital technology has increased attendance and average ticket prices. Digital technology also facilitates live and pre-recorded networked and single-site meetings and corporate events in movie theatres and will allow for the distribution of live and pre-recorded entertainment content and the sale of associated sponsorships.

        Long History of Steady Growth.    The theatrical exhibition industry has produced steady growth in revenues over the past several decades. In recent years, net new build activity has slowed, and screen count has rationalized and is expected to decline in the near term before stabilizing, thereby increasing revenue per screen for existing theatres. The combination of the popularity of movie-going, its steady long-term growth characteristics industry consolidation that has resulted in more rational capital deployment and the industry's consolidation and relative maturity makes theatrical exhibition a high cash flow generating business.business today. Box office revenues in the United States and Canada have increased from $5.0 billion in 1989 to $10.6$10.2 billion in 2010,2011, driven by increases in both ticket prices and attendance across multiple economic cycles. The industry has also demonstrated its resilience to economic downturns; during four of the last six recessions, attendance and box office revenues grew an average of 8.1% and 12.3%, respectively.

        Importance to Content Providers.    We believe that the theatrical success of a motion picture is often the key determinant in establishing the film's value in the other parts of itsthe product life cycle, such as DVD, cable television, merchandising and other ancillary markets. For each $1.00 of theatrical box office receipts, an average of $1.33 of additional revenue is generated in the remainder of a film's product life cycle. As a result, we believe motion picture studios will continue to work cooperatively with theatrical exhibitors to ensure the continued importancevalue of the theatrical window.




Table of Contents


Recent Developments


Acquisition Agreement

        On May 20, 2012, Parent and Dalian Wanda Group Co., Ltd. ("Wanda"), a leading Chinese private conglomerate and China's largest investor in cultural and entertainment activities, announced that they had signed an agreement pursuant to which Wanda will acquire all of the outstanding equity interests in Parent. Upon the closing, Parent and AMCE will become wholly owned subsidiaries of Wanda (the "Proposed Acquisition").

        The Proposed Acquisition, which is subject to government approval in China and the United States, is valued at approximately $2.6 billion, including $277.6 million of cash on hand at Parent, which includes $272.3 million of cash on hand at AMCE. The consummation of the Proposed Acquisition is subject to customary closing conditions and the receipt of regulatory approvals.

        Wanda has provided to us copies of commitment letters evidencing financing commitments to Wanda which, together with Wanda's cash on hand, are sufficient to fully finance the Proposed Acquisition. None of Parent, AMCE or their subsidiaries will be obligors under any of the indebtedness entered into pursuant to such financing commitments.

        If the Proposed Acquisition is consummated as expected, this offering will not occur.

Consent Solicitation and Credit Agreement Amendment

        On June 22, 2012, AMCE announced that it had received the requisite consents from holders of each of its 8.75% Senior Notes due 2019 (the "Notes due 2019") and its 9.75% Senior Subordinated Notes due 2020 (the "Notes due 2020" and, together with the Notes due 2019, the "Notes") for (i) a waiver of the requirement for AMCE to comply with the "change of control" covenant in each of the Indenture governing the Notes due 2019 (the "2019 Indenture") and the Indenture governing the Notes due 2020 (the "2020 Indenture" and, together with the 2019 Indenture, the "Indentures") in connection with the Proposed Acquisition (the "Waivers"), including the Company's obligation to make a "change of control offer" in connection with the Proposed Acquisition with respect to each series of Notes, and (ii) certain amendments to each of the 2019 Indenture and the 2020 Indenture (the "Amendments"), 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.

        Each consent solicitation expired at 5:00 p.m., New York City time, on June 21, 2012 (the "Consent Date"). AMCE has been advised by Global Bondholder Services Corporation, as Information Agent and Tabulation Agent for the consent solicitations, that as of the Consent Date, consents were delivered and not revoked by holders of at least a majority in aggregate principal amount of each series of the outstanding Notes, voting as a separate class, excluding any Notes owned by AMCE or any of its affiliates. As a result, on June 21, 2012, AMCE and U.S. Bank National Association, as trustee under each of the Indentures, executed supplemental indentures (the "Supplemental Indentures") giving effect to the Waivers and Amendments, which will become operative upon payment of the applicable consent fee immediately prior to the closing of the Proposed Acquisition.

        On July 2, 2012, AMCE entered into a waiver and fourth amendment to its credit agreement dated as of January 26, 2006 (the "Credit Agreement") to, among, other things: (i) waive a certain specified default that would otherwise occur upon the change of control effected by the Proposed Acquisition, (ii) permit AMCE to change its fiscal year after completion of the Proposed Acquisition, (iii) reflect the change in ownership going forward by restating the definition of "Permitted Holder" to include only Wanda and its affiliates under the Credit Agreement in connection with the Proposed Acquisition, (iv) provide for a minimum LIBOR percentage of 1.00%, from, and only after, the completion of the Proposed Acquisition, to the $476.6 million Term Loan B-2 due December 2016 ("Term Loan due 2016"), and (v) provide for an interest rate of L+375 basis points to the $300 million




Table of Contents




Term Loan B-3 due January 2018 ("Term Loan due 2018"), from and only after, the completion of the Proposed Acquisition.

        If the closing of the Proposed Acquisition occurs, AMCE currently intends to retire or redeem all of its outstanding 8% Senior Subordinated Notes due 2014 at par on the earliest practicable date following the closing of the Proposed Acquisition, using a combination of cash on hand and funds contributed to AMCE by Wanda.

Holdings Merger

        On March 31, 2011, Marquee Holdings Inc. ("Holdings"), a direct, wholly-owned subsidiary of Parent and a holding company, the sole assets of which consisted of the capital stock of AMCE, was merged with and into Parent, with Parent continuing as the surviving entity (the "Holdings Merger"). As a result of the merger, AMCE became a direct subsidiary of Parent.

Theatre and Other Closures

        During the fourth quarter of our fiscal year ending March 31, 2011, we evaluated excess capacity and vacant and under-utilized retail space throughout our theatre circuit. On March 28, 2011, management decided to permanently close 73 underperforming screens and auditoriums in six theatre locations in the United States and Canada while continuing to operate 89 screens at these locations. The permanently closed screens are physically segregated from the screens that will remain in operation and access to the closed space is restricted. Additionally, management decided to discontinue development of and cease use of (including for storage) certain vacant and under-utilized retail space at four other theatres in the United States and the United Kingdom. As a result of closing the screens and auditoriums and discontinuing the development and use of the other spaces, we recorded a charge of $55 million for theatre and other closure expense during the fiscal year ending March 31, 2011. The




Table of Contents




charge to theatre and other closure expense reflects the discounted contractual amounts of the existing lease obligations for the remaining 7 to 13 year terms of the leases as well as expected incremental cash outlays for related asset removal and shutdown costs. A significant portion of each of the affected properties will be closed and no longer used. The charges to theatre and other closure expense do not result in any new, increased or accelerated obligations for cash payments related to the underlying long-term operating lease agreements. We expect that the estimated future savings in rent expense and variable operating expenses as a result of our exit plan and from operating these ten theatres in a more efficient manner will exceed the estimated loss in attendance and revenues that we may experience related to the closed auditoriums.

Original Notes Offering, Cash Tender Offers and Redemptions

        On February 7, 2012, we launched a cash tender offer to purchase up to $160.0 million aggregate principal amount of our outstanding $300.0 million aggregate principal amount of 8% Senior Subordinated Notes due 2014 ("Notes due 2014"). On February 21, 2012, holders of $109.0 million aggregate principal amount of our Notes due 2014 tendered pursuant to the cash tender offer. On February 22, 2012, we accepted for purchase $58.1 million aggregate principal amount for total consideration equal to (i) $972.50 per $1,000.00 in principal amount of notes validly tendered plus (ii) $30 per $1,000.00 in principal amount of the notes validly tendered. On March 7, 2012 we accepted for purchase the remaining $50.9 million aggregate principal amount of our Notes due 2014 tendered on February 21, 2012 for total consideration equal to (i) $972.50 per $1,000.00 in principal amount of notes validly tendered plus (ii) $30 per $1,000.00 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 $640,000 related to the cash tender offer and redeemed our Notes due 2014 during the fifty-two weeks ended March 29, 2012. On March 7, 2012 we announced our




Table of Contents




intent to redeem $51.0 million aggregate principal amount of Notes due 2014 at a price of $1,000 per $1,000 principal amount such that an aggregate of $160.0 million of Notes due 2014 would be retired through the tender offer and redemption. On April 6, 2012, we completed the redemption of $51.0 million aggregate principal amount of Notes due 2014 at a redemption price of 100% of the principal amount plus accrued and unpaid interest.

        On December 15, 2010, we issued $600.0 million aggregate principal amount of our Notes due 2020 pursuant to the 2020 Indenture. The 2020 Indenture provides that the notes are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of our existing and future domestic restricted subsidiaries that guarantee our other indebtedness.

        Concurrently with the offering of the Notes due 2020, we launched a cash tender offer and consent solicitation for any and all of our then outstanding 11% Senior Subordinated Notes due 2016 (the "Notes due 2016") at a purchase price of $1,031.00 plus a $30.00 consent fee for each $1,000.00 of principal amount of then outstanding 2016 Subordinated Notes validly tendered and accepted by us on or before the early tender date, and Holdings launched a tender offer for its 12% Senior Discount Notes due 2014 (the "Discount Notes due 2014") at a purchase price of $797.00 plus a $30.00 consent fee for each $1,000.00 face amount (or $792.09 accreted value) of then outstanding Discount Notes due 2014 validly tendered and accepted by Holdings on or before the early tender date (the "Cash Tender Offers"). As of December 29, 2010, we had purchased $95.1 million principal amount of our Notes due 2016 for a total consideration of $104.8 million, and Holdings had purchased $215.5 million principal amount at face value (or $170.7 million accreted value) of the Discount Notes due 2014 for a total consideration of $185.0 million. We recorded a loss on extinguishment for the Notes due 2016 and our Senior Secured Credit Facility Amendment, referred to below, of approximately $11.0 million and Holdings recorded a loss on extinguishment for the Discount Notes due 2014 of approximately $10.7 million.

        We used a portion of the net proceeds from the issuance of the Notes due 2020 to pay the consideration for the Notes due 2016 Cash Tender Offer plus any accrued and unpaid interest and distributed proceeds to Holdings to be applied to the Holdings Discount Notes due 2014 Cash Tender Offer. On January 3, 2011, Holdings redeemed $88.5 million principal amount at face value (or $70.1 million accreted value) of the Discount Notes due 2014 that remained outstanding after the closing of the Cash Tender Offers at a price of $823.77 per $1,000.00 face amount (or $792.09 accreted value) of Discount Notes due 2014 for a total consideration of $76.1 million in accordance with the terms of the indenture governing the Discount Notes due 2014, as amended pursuant to the consent solicitation. Holdings recorded an additional loss on extinguishment related to the Discount Notes due 2014 of approximately $4.1 million. On December 30, 2010, we issued an irrevocable notice of redemption in respect of the $229.9 million principal amount of Notes due 2016 that remained outstanding after the closing of the Cash Tender Offers, and we redeemed the remaining Notes due 2016 at a price of $1,055.00 per $1,000.00 principal amount of Notes due 2016 on February 1, 2011 for a total consideration of $255.2 million in accordance with the terms of the indenture governing the 2016 Senior Subordinated Notes. We recognized an additional loss on extinguishment of approximately $16.7 million in the fourth quarter of fiscal 2011.

Senior Secured Credit Facility Amendment

        On February 22, 2012, we entered into an incremental amendment to our Senior Secured Credit Facility pursuant to which we borrowed $300.0 million in term loans (the "Term Loan due 2018"), and used the proceeds, together with cash on hand, to fund the cash tender offer and redemption of $160.0 million of the Notes due 2014 and to repay the then existing aggregate term loan principal amount of $140.7 million (the "Term Loan due 2013").




Table of Contents

        On December 15, 2010, we amended our Senior Secured Credit Facility dated January 26, 2006. The amendments, among other things: (i) replaced the existing revolving facility with a new five year revolving facility (with higher interest rates than the existing revolving facility); (ii) extended the maturity of term loans held by term lenders who consented to such extension; (iii) increased the interest rates payable to holders of extended term loans; and (iv) included certain other modifications to the Senior Secured Credit Facility in connection with the foregoing.

NCM, Inc. Stock Sale

        All of our NCM membership units are redeemable for, at the option of NCM, cash or shares of common stock of NCM, Inc. on a share-for-share basis. On August 18, 2010, we sold 6,500,0006.5 million shares of common stock of NCM, Inc., in an underwritten public offering for $16.00 per share and reduced our related investment in NCM, Inc. by $36.7 million, the average carrying amount of all shares owned. Net proceeds received on this sale were $99.8 million, after deducting related underwriting fees and professional and consulting costs of $4.2 million, resulting in a gain on sale of $63.1 million. In addition, on September 8, 2010, we sold 155,193 shares of NCM, Inc. to the underwriters to cover over allotments for $16.00 per share and reduced our related investment in NCM, Inc. by $867,000, the average carrying amount of all shares owned. Net proceeds received on this sale were $2.4 million, after deducting related underwriting fees and professional and consulting costs of $99,000, resulting in a gain on sale of $1.5 million.

NCM 2010 Common Unit Adjustment

        On March 17, 2011, NCM, Inc., as sole manager of NCM, disclosed the changes in ownership interest in NCM LLC pursuant to the Common Unit Adjustment Agreement dated as of February 13, 2007 by and among NCM, Inc., NCM, Regal CineMedia Holdings, LLC, American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark USA, Inc. (the "2010 Common Unit Adjustment"). This agreement provides for a mechanism for adjusting membership units based on increases or decreases in attendance associated with theatre additions and dispositions.attendance. Prior to the 2010 Common Unit Adjustment, we held 18,803,420 units, or a 16.98% ownership interest, in NCM as of December 30, 2010. As a result of theatre closings and dispositions and a related decline in attendance, we elected to surrender 1,479,638 ownership units to satisfy the 2010 Common Unit Adjustment, leaving us with 17,323,782 units, or a 15.63%15.66% ownership interest, in NCM as of September 29,March 31, 2011. We recorded the surrendered common units as a reduction to deferred revenues for exhibitor services agreement at fair value of $25.4 million, based on a price per share of NCM, Inc. of $17.14 on March 17, 2011, and recorded the reduction of our NCM investment at weighted average cost for Tranche 2 Investments of $25.6 million, resulting in a loss on the surrender of the units of $207,000. The gain from the NCM, Inc. stock sales and the loss from the surrendered NCM common units are reported as adjusted forgain from NCM transactions on the 2010Consolidated Statements of Operations. As a result of theatre closings and a related decline in attendance, the NCM Common Unit Adjustment.Adjustment for calendar 2011 called for a reduction in common units. We elected to pay NCM $214,000 to retain 16,717 common units effective March 16, 2012. The amount paid to retain the units decreased the deferred revenues for exhibitor services agreement available for amortization to advertising income for future periods.

Kerasotes Acquisition

        On May 24, 2010, we completed the acquisition of 92 theatres and 928 screens from Kerasotes (the "Kerasotes Acquisition"). Kerasotes operated 95 theatres and 972 screens in mid-sized, suburban and metropolitan markets, primarily in the Midwest. More than three quarters of the Kerasotes theatres feature stadium seating and almost 90% have been built since 1994. The purchase price for the Kerasotes theatres paid in cash at closing was $276.8 million, net of cash acquired, and was subject to working capital and other purchase price adjustments. We paid working capital and other purchase




Table of Contents




price adjustments of $3.8 million during the second quarter of fiscal 2011, based on the final closing date working capital and deferred revenue amounts and have included this amount as part of the total purchase price. The acquisition of Kerasotes significantly increased our size. For additional information about the Kerasotes acquisition, see the notes to our audited consolidated financial statements for the fiscal year ended March 31, 2011 included elsewhere in this prospectus.




Table of Contents

Launch of Open Road Films

        On March 7, 2011, AMCE and another major theatrical exhibition chain announced the launch of Open Road Films, a dynamic acquisition-based domestic theatrical distribution company that concentrates on wide-release movies. Tim Ortenberg, who has more than 25 years of movie marketing, distribution and acquisition experience, joined as Chief Executive Officer of Open Road Films.

Dividend

        During Decemberfiscal 2012, AMCE used cash on hand to pay a dividend distribution to Parent in an aggregate amount of 2010$109.6 million. Parent used the available funds to pay corporate overhead expenses incurred in the ordinary course of business and Januaryto redeem its Term Loan Facility due June 2012, plus accrued and March ofunpaid interest.

        During fiscal 2011, AMCE made dividend paymentsdistributions to Holdings totaling $263.1 million.in an aggregate amount of $278.3 million, and Holdings used the available funds to pay the considerationmake a principal payment related to a tender offer for the Discount Notes due 2014, Cash Tender Offerin addition to interest payments, and to make dividend distributions to its stockholder, Parent. Holdings and Parent also used the redemption of all Discount Notes due 2014 that remained outstanding after the closing of the Cash Tender Offer andavailable funds to pay corporate overhead expenses incurred in the ordinary course of business.

        During September offiscal 2010, AMCE made dividend paymentsdistributions to Holdings in an aggregate amount of $15.2$330.0 million, and Holdings made dividend payments to us totaling $669,000. We and Holdings used the available funds to make a cash interest payment on the Discount Notes due 2014 and to make dividend distributions to its stockholder, Parent. Parent made payments to purchase term loans and reduced the principal balance of its Parent Term Loan Facility from $466.9 million to $193.3 million with a portion of the dividend proceeds. In addition, Holdings and Parent used the available funds to pay corporate overhead expenses incurred in the ordinary course of business.


The Reclassification


        Prior to consummating this offering, we intend to reclassify each share of the Parent's existing Class A common stock, Class N common stock and Class L common stock. Pursuant to the reclassification, each holder of shares of Class A common stock, Class N common stock and Class L common stock will receive               shares of common stock for one share of Class A common stock, Class L common stock or Class N common stock. The transactions described in this paragraph are referred to in this prospectus as the "Reclassification."

        Currently, investment vehicles affiliated with J.P. Morgan Partners, LLC (collectively, "JPMP"), Apollo Investment Fund V, L.P. and certain related investment funds (collectively, "Apollo"), JPMP's and Apollo's co-investors, funds associated with Bain Capital Partners, LLC ("Bain"), affiliates of The Carlyle Group (collectively, "Carlyle"), affiliates of Spectrum Equity Investors (collectively, "Spectrum"), and management hold 100% of our outstanding common stock. JPMP, Apollo, Bain, Carlyle and Spectrum are collectively referred to in this prospectus as the "Sponsors." After giving effect to the Reclassification and this offering, the Sponsors will hold               shares of our common stock, representing approximately       % of our outstanding common stock, and will have the power to control our affairs and policies including with respect to the election of directors (and, through the election of directors, the appointment of management), the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. The governance agreements will provide that, initially, the Sponsors will collectively have the right to designate eight directors (out of a total of 10 initial board members) and that each will vote for the others' nominees. The number of




Table of Contents




Sponsor-designated directors will be reduced as the Sponsors' ownership percentage reduces, such that the Sponsors will not have the ability to nominate a majority of the board of directors once their collective ownership (together with the share ownership held by the JPMP and Apollo co-investors) becomes less than 50.1%. However, because our board of directors will be divided into three staggered classes, the Sponsors may be able to influence or control our affairs and policies even after they cease to own 50.1% of our outstanding common stock during the period in which the Sponsors' nominees finish their terms as members of our board but in any event no longer than would be permitted under applicable law and national securities exchange listing requirements. See "Certain Relationships and Related Party Transactions—Governance Agreements." Pursuant to the Fee Agreement as described under the heading "Certain Relationships and Related Party Transactions—Fee Agreement," upon consummation of this offering, the Sponsors will receive an automatic fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the fee agreement and our obligation to pay annual management fees will




Table of Contents




terminate. We estimate that our aggregate payment to the Sponsors would have been $24.4$22.0 million had the offering occurred on SeptemberMarch 29, 2011.2012.


Risk Factors


        The "Risk Factors" section included in this prospectus contains a discussion of factors that you should carefully read and consider before deciding to invest in shares of our common stock.


Corporate Information


        We are a Delaware corporation. Our principal executive offices are located at 920 Main Street, Kansas City, Missouri 64105. The telephone number of our principal executive offices is (816) 221-4000. We maintain a website at www.amctheatres.com, on which we will post our key corporate governance documents, including our board committee charters and our code of ethics. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.




Table of Contents


The Offering


Common stock offered		shares
Common stock to be outstanding immediately after this offering		shares
Option to purchase additional shares		We have granted to the underwriters a 30-day option to purchase up to            additional shares from us at the initial public offering price less underwriting discounts and commissions.
Common stock voting rights		Each share of our common stock will entitle its holder to one vote per share.
Dividend policy		We intend to pay cash dividends commencing from the closing date of this offering. We expect that our first dividend will be with respect to the    quarter of fiscal 2013. The declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend upon many factors, including our financial condition, earnings, legal requirements, restrictions in our senior secured credit facility and the indentures governing our debt securities and other factors our board of directors deem relevant. See "Risk Factors—We may not generate sufficient cash flows or have sufficient restricted payment capacity under our senior secured credit facility or the indentures governing our debt securities to pay our intended dividends on the common stock," "Dividend Policy," "Management's Discussion and Analysis of Financial Condition and Results of Operations—Commitments and Contingencies," "Description of Certain Indebtedness" and "Description of Capital Stock."
Use of proceeds		We estimate that our net proceeds from this offering without exercise of the underwriters' option to purchase additional shares will be approximately $             million after deducting the estimated underwriting discounts and commissions and expenses, assuming the shares are offered at $            per share, which represents the midpoint of the range set forth on the front cover of this prospectus. We intend to use the net proceeds to us, together with cash on hand, to: first, repay $215.6 million principal amount of the loans outstanding under the Parent's term loan facility plus accrued and unpaid interest; second, to retire $300.0$191.0 million principal amount of our outstanding 8% senior subordinated notes due 2014 plus accrued and unpaid interest;interest and third, tosecond, pay an estimated $24.4$22.0 million lump sum payment to the Sponsors pursuant to the Fee Agreement with our Sponsors. Affiliates of certain of the underwriters are holders of our outstanding 8% senior subordinated notes due 2014 and lenders under the Parent term loan facility and will receive a portion of our net proceeds from this offering. See "Use of Proceeds."




Table of Contents

Proposed national securities exchange trading symbol		"AMC"




Table of Contents

        Unless otherwise stated herein, the information in this prospectus (other than our historical financial statements and historical financial data) assumes that:

•

the Reclassification has been completed;



•

the underwriters have not exercised their option to purchase up to                additional shares of common stock from us;



•

the initial offering price is $        per share, the midpoint of the range set forth on the cover page of this prospectus; and



•

our amended and restated certificate of incorporation and amended and restated bylaws are in effect, pursuant to which the provisions described under "Description of Capital Stock" will become operative.

        In the Reclassification, each holder of shares of Parent's Class A common stock, Class L common stock and Class N common stock will receive                      shares of common stock for one share of Class A common stock, Class L common stock or Class N common stock. The number of shares of common stock to be outstanding after completion of this offering is based on                     shares of our common stock to be sold in this offering and, except where we state otherwise, the common stock information we present in this prospectus excludes, as of                    , 2011:2012:

•

              shares of common stock issuable upon the exercise of outstanding employee options, at                    , 2011,2012, at a weighted average exercise price of $      per share; and



•

              shares of common stock we will reserve for future issuance under our equity incentive plan.




Table of Contents


Summary Historical and Unaudited Pro Forma Financial and Operating Data


        The following summary historical financial and operating data sets forth our historical financial and operating data for the 26 weeks ended September 29, 2011 and September 30, 2010 and the fiscal years ended March 29, 2012, March 31, 2011 and April 1, 2010 and April 2, 2009 and have been derived from the Company's consolidated financial statements and related notes for such periods included elsewhere in this prospectus. The historical financial data set forth below is qualified in its entirety by reference to the Company's consolidated financial statements and the notes thereto included elsewhere in this prospectus.

        The following summary unaudited pro forma financial and operating data sets forth our unaudited pro forma consolidated balance sheet as of SeptemberMarch 29, 20112012 and unaudited pro forma consolidated statement of operations for the 26 weeks ended September 29, 2011, the 52 weeks ended March 31, 2011 and the 52 weeks ended September 29, 2011.2012. The pro forma financial data has been derived from the Company's historical consolidated financial information, including the notes thereto, and the Kerasotes historical financial information, including the notes thereto, included elsewhere in this prospectus, and has been prepared based on the Company's historical consolidated financial statements and the Kerasotes historical financial statements included elsewhere in this prospectus. The unaudited pro forma combined balance sheet gives pro forma effect to the Transactions as if they had occurred on SeptemberMarch 29, 2011.2012. The unaudited pro forma combined statement of operations data gives pro forma effect to the Transactions as if they had occurred on April 2, 2010.1, 2011. The summary unaudited pro forma financial and operating data is based on certain assumptions and adjustments and does not purport to present what the Company's actual results of operations would have been had the Transactions and events reflected by them in fact occurred on the dates specified, nor is it necessarily indicative of the results of operations that may be achieved in the future. The summary unaudited pro forma financial data should be read in conjunction with "Unaudited Pro Forma Condensed Financial Information," the historical consolidated financial statements, including the notes thereto, of the Company, and of Kerasotes, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's other financial data presented elsewhere in this prospectus.

        The summary historical financial and operating data presented below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations", our historical consolidated financial statements, including the notes thereto, and the Kerasotes historical financial statements, including the notes thereto, included in this prospectus.

				Pro Forma									Historical																		Pro Forma			Historical
													26 Weeks Ended						Years Ended															Years Ended
				26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011(1)			26 Weeks Ended September 29, 2011			26 Weeks Ended September 30, 2010			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010			52 Weeks Ended April 2, 2009						52 Weeks Ended March 29, 2012			52 Weeks Ended March 29, 2012			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010
				(in thousands, except per share and operating data)																											(in thousands, except per share and operating data)
Statement of Operations Data:	Statement of Operations Data:																											Statement of Operations Data:
Total revenues	Total revenues			$	1,373,559		$	2,450,977		$	2,501,372		$	1,373,559		$	1,294,577		$	2,422,968		$	2,417,739		$	2,265,487		Total revenues			$	2,600,594		$	2,600,594		$	2,437,099		$	2,431,330
Operating Costs and Expenses:	Operating Costs and Expenses:																											Operating Costs and Expenses:
	Cost of operations				935,837			1,712,039			1,773,360			935,837			846,781			1,684,791			1,612,260			1,486,457		Cost of operations				1,763,674			1,763,674			1,684,791			1,612,260
	Rent				235,556			480,016			475,195			235,556			236,035			475,810			440,664			448,803		Rent				468,823			468,823			475,810			440,664
	General and administrative:																											General and administrative:
		Merger, acquisition and transactions costs			1,607			16,838			7,259			1,607			11,186			16,838			2,578			1,481			Merger, acquisition and transactions costs			4,206			4,206			16,838			2,578
		Management fee			—			—			—			2,500			2,500			5,000			5,000			5,000			Management fee			2,500			5,000			5,000			5,000
		Other			28,155			59,808			55,194			28,155			31,118			58,157			58,274			53,800			Other			51,495			51,495			58,157			58,274
	Depreciation and amortization				103,171			216,095			214,626			103,171			100,958			212,413			188,342			201,413		Depreciation and amortization				214,029			214,029			212,413			188,342
	Impairment of long-lived assets				—			12,779			12,779			—			—			12,779			3,765			73,547		Impairment of long-lived assets				285			285			12,779			3,765
		Operating costs and expenses			1,304,326			2,497,575			2,538,413			1,306,826			1,228,578			2,465,788			2,310,883			2,270,501			Operating costs and expenses			2,505,012			2,507,512			2,465,788			2,310,883
Operating income (loss)	Operating income (loss)			$	69,233		$	(46,598	)	$	(37,041	)	$	66,733		$	65,999		$	(42,820	)	$	106,856		$	(5,014	)	Operating income (loss)			$	95,582		$	93,082		$	(28,689	)	$	120,447
Other (income) expense	Other (income) expense				(11,477	)		28,556			26,764			(11,477	)		(9,685	)		28,556			(87,793	)		(14,139	)	Other (income) expense				1,965			1,965			42,687			(74,202	)
Interest expense	Interest expense				71,031			147,438			146,487			89,304			89,916			183,657			174,091			188,681		Interest expense				154,809			178,127			183,657			174,091




Table of Contents

			Pro Forma									Historical																	Pro Forma			Historical
												26 Weeks Ended						Years Ended														Years Ended
			26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011(1)			26 Weeks Ended September 29, 2011			26 Weeks Ended September 30, 2010			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010			52 Weeks Ended April 2, 2009					52 Weeks Ended March 29, 2012(1)			52 Weeks Ended March 29, 2012			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010
			(in thousands, except per share and operating data)																										(in thousands, except per share and operating data)
Equity in (earnings) loss of non-consolidated entities(2)	Equity in (earnings) loss of non-consolidated entities(2)			4,305			(17,178	)		(9,307	)		4,305			(3,566	)		(17,178	)		(30,300	)		(24,823	)	Equity in (earnings) loss of non-consolidated entities(2)			(12,559	)		(12,559	)		(17,178	)		(30,300	)
Gain on NCM transactions	Gain on NCM transactions			—			(64,441	)		207			—			(64,648	)		(64,441	)		—			—		Gain on NCM transactions						—			(64,441	)		—
Investment income				(62	)		(491	)		(398	)		(62	)		(155	)		(491	)		(287	)		(1,759	)
Investment loss (income)																											Investment loss (income)			17,607			17,607			(491	)		(287	)
	Earnings (loss) from continuing operations before income taxes			5,436			(140,482	)		(200,794	)		(15,337	)		54,137			(172,923	)		51,145			(152,974	)	Earnings (loss) from continuing operations before income taxes			(66,240	)		(92,058	)		(172,923	)		51,145
	Income tax provision (benefit)			8,870			14,050			13,470			1,070			5,150			1,950			(36,300	)		5,800		Income tax provision (benefit)			11,715			2,015			1,950			(36,300	)
	Earnings (loss) from continuing operations		$	(3,434	)	$	(154,532	)	$	(214,264	)	$	(16,407	)	$	48,987		$	(174,873	)	$	87,445		$	(158,774	)	Earnings (loss) from continuing operations		$	(77,955	)	$	(94,073	)	$	(174,873	)	$	87,445
	Basic earnings (loss) from continuing operations per share											$	(12.83	)	$	38.31		$	(136.73	)	$	68.38		$	(123.93	)	Basic earnings (loss) from continuing operations per share					$	(73.54	)	$	(136.73	)	$	68.38
	Diluted earnings (loss) from continuing operations per share												(12.83	)		37.81			(136.73	)		68.24			(123.93	)	Diluted earnings (loss) from continuing operations per share						(73.54	)		(136.73	)		68.24
Average shares outstanding:	Average shares outstanding:																										Average shares outstanding:
	Basic												1,279.14			1,278.82			1,278.92			1,278.82			1,281.20		Basic						1,279.14			1,278.92			1,278.82
	Diluted												1,279.14			1,295.46			1,278.92			1,281.42			1,281.20		Diluted						1,279.14			1,278.92			1,281.42
Balance Sheet Data (at period end):	Balance Sheet Data (at period end):																										Balance Sheet Data (at period end):
Cash and equivalents	Cash and equivalents											$	440,962					$	417,408		$	611,593		$	539,597		Cash and equivalents		$	385,896		$	277,605		$	417,408		$	611,593
Corporate borrowings, including current portion	Corporate borrowings, including current portion												2,316,918						2,312,108			2,271,914			2,394,586		Corporate borrowings, including current portion			1,955,759			2,146,534			2,312,108			2,271,914
Other long-term liabilities	Other long-term liabilities												421,053						432,439			309,591			308,702		Other long-term liabilities			426,829			426,829			432,439			309,591
Capital and financing lease obligations, including current portion	Capital and financing lease obligations, including current portion												63,773						65,675			57,286			60,709		Capital and financing lease obligations, including current portion			62,220			62,220			65,675			57,286
Stockholders' equity	Stockholders' equity												233,748						265,949			439,542			378,484		Stockholders' equity			457,872			157,601			265,949			439,542
	Total assets												3,827,178						3,855,954			3,774,912			3,774,894		Total assets			3,748,558			3,640,267			3,855,954			3,774,912
Other Data:	Other Data:																										Other Data:
Adjusted EBITDA(3)	Adjusted EBITDA(3)		$	205,933		$	318,282		$	325,840		$	205,933		$	193,460		$	313,322		$	364,022		$	326,128		Adjusted EBITDA(3)		$	368,029		$	368,029		$	313,322		$	364,022
NCM cash distributions received	NCM cash distributions received			8,981			35,502			34,308			8,981			10,175			35,502			34,633			28,104		NCM cash distributions received			31,523			31,523			35,502			34,633
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities			122,571			88,645			181,166			108,071			10,659			(16,168	)		198,936			167,249		Net cash provided by (used in) operating activities			160,980			137,029			(16,168	)		198,936
Capital expenditures	Capital expenditures			(56,508	)		(129,347	)		(139,144	)		(56,508	)		(46,711	)		(129,347	)		(97,011	)		(121,456	)	Capital expenditures			(139,359	)		(139,359	)		(129,347	)		(97,011	)
Proceeds from sale/leasebacks	Proceeds from sale/leasebacks			953			4,905			4,203			953			1,655			4,905			6,570			—		Proceeds from sale/leasebacks			953			953			4,905			6,570
Operating Data (at period end):	Operating Data (at period end):																										Operating Data (at period end):
Screen additions	Screen additions			26			61			67			26			974			1,015			6			83		Screen additions			26			26			1,015			6
Screen dispositions	Screen dispositions			71			258			288			71			183			400			105			77		Screen dispositions			120			120			400			105
Average screens—continuing operations(4)	Average screens—continuing operations(4)			4,999			5,173			5,065			4,999			5,035			5,086			4,485			4,545		Average screens—continuing operations(4)			4,977			4,977			5,086			4,485
Number of screens operated	Number of screens operated			5,083			5,128			5,083			5,083			5,304			5,128			4,513			4,612		Number of screens operated			5,034			5,034			5,128			4,513
Number of theatres operated	Number of theatres operated			351			360			351			351			378			360			297			307		Number of theatres operated			346			346			360			297
Screens per theatre	Screens per theatre			14.5			14.2			14.5			14.5			14.0			14.2			15.2			15.0		Screens per theatre			14.5			14.5			14.2			15.2
Attendance (in thousands)—continuing operations(4)	Attendance (in thousands)—continuing operations(4)			107,102			196,996			195,980			107,102			105,479			194,412			200,285			196,184		Attendance (in thousands)—continuing operations(4)			199,884			199,884			194,412			200,285

---

(1)

The pro forma statement of operations and other data for the 52 weeks ended September 29, 2011, which are unaudited, have been calculated by subtracting the pro forma data for the 26 weeks ended September 30, 2010 from the pro forma data for the 52 weeks ended March 31, 2011 and adding the data for the 26 weeks ended September 29, 2011. This presentation is not in accordance with U.S. GAAP. We believe that this presentation provides useful information to investors regarding our recent financial performance, and we view this presentation of the four most recently completed fiscal quarters as a key measurement period for investors to assess our historical results. In addition, our management uses trailing four quarter financial information to evaluate our financial performance for ongoing planning purposes, including a continuous assessment of our financial performance in comparison to budgets and internal projections. We also use trailing four quarter financial data to test compliance with covenants under our senior secured credit facility. This presentation has limits as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. See "Unaudited Pro Forma Condensed Financial Information" for further discussion of the calculation of unaudited pro forma financial data.data for the 52 weeks ended March 29, 2012.



(2)

During fiscal 2012, fiscal 2011 and fiscal 2010, and fiscal 2009, equity in earnings including cash distributions from NCM were $28.5 million, $32.9 million $34.4 million and $27.7$34.4 million, respectively.



(3)

We present Adjusted EBITDA as a supplemental measure of our performance. 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




Table of Contents

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




Table of Contents

unaffected by unusual or non-recurring items. Set forth below is a reconciliation of Adjusted EBITDA to earnings (loss) from continuing operations, our most comparable GAAP measure:

				Pro Forma									Historical
																			Years Ended
													Twenty-Six Weeks Ended																		Pro Forma			Historical
				26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011(1)			52 Weeks Ended September 29, 2011									52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010			52 Weeks Ended April 2, 2009									Years Ended
													September 29, 2011			September 30, 2010															52 Weeks Ended March 29, 2012(1)			52 Weeks Ended March 29, 2012			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010
				(in thousands, except per share and operating data)																											(in thousands, except per share and operating data)
Earnings (loss) from continuing operations	Earnings (loss) from continuing operations			$	(3,434	)	$	(154,532	)	$	(214,264	)	$	(16,407	)	$	48,987		$	(174,873	)	$	87,445		$	(158,774	)	Earnings (loss) from continuing operations			$	(77,955	)	$	(94,073	)	$	(174,873	)	$	87,445
Plus:	Plus:																											Plus:
	Income tax provision (benefit)				8,870			14,050			13,470			1,070			5,150			1,950			(36,300	)		5,800		Income tax provision (benefit)				11,715			2,015			1,950			(36,300	)
	Interest expense				71,031			147,438			146,487			89,304			89,916			183,657			174,091			188,681		Interest expense				154,809			178,127			183,657			174,091
	Depreciation and amortization				103,171			216,095			214,626			103,171			100,958			212,413			188,342			201,413		Depreciation and amortization				214,029			214,029			212,413			188,342
	Impairment of long-lived assets				—			12,779			12,779			—			—			12,779			3,765			73,547		Impairment of long-lived assets				285			285			12,779			3,765
	Certain operating expenses(a)				8,463			67,477			73,791			8,463			(7,907	)		57,421			6,099			1,517		Certain operating expenses(a)				16,341			16,341			57,421			6,099
	Equity in (earnings) losses of non-consolidated entities				4,305			(17,178	)		(9,307	)		4,305			(3,566	)		(17,178	)		(30,300	)		(24,823	)	Equity in (earnings) losses of non-consolidated entities				(12,559	)		(12,559	)		(17,178	)		(30,300	)
	Cash distributions from non-consolidated entities(b)				10,248			35,893			35,966			10,248			10,175			35,893			36,163			31,423		Cash distributions from non-consolidated entities(b)				33,112			33,112			35,893			36,163
	Gain on NCM transactions				—			(64,441	)		207			—			(64,648	)		(64,441	)		—			—		Gain on NCM transactions				—			—			(64,441	)		—
	Investment income				(62	)		(491	)		(398	)		(62	)		(155	)		(491	)		(287	)		(1,759	)	Investment income				17,607			17,607			(491	)		(287	)
	Other (income) expense(c)				416			42,828			43,244			416			—			42,828			(73,958	)		—		Other (income) expense(c)				1,977			1,977			42,828			(73,958	)
	General and administrative expense:																											General and administrative expense:
		Merger, acquisition and transaction costs			1,607			16,838			7,259			1.607			11,186			16,838			2,578			1,481			Merger, acquisition and transaction costs			4,206			4,206			16,838			2,578
		Management fee			—			—			—			2,500			2,500			5,000			5,000			5,000			Management fee			2,500			5,000			5,000			5,000
		Stock-based compensation expense			1,318			1,526			1,980			1,318			864			1,526			1,384			2,622			Stock-based compensation expense			1,962			1,962			1,526			1,384
Adjusted EBITDA(d)(e)	Adjusted EBITDA(d)(e)			$	205,933		$	318,282		$	325,840		$	205,933		$	193,460		$	313,322		$	364,022		$	326,128		Adjusted EBITDA(d)(e)			$	368,029		$	368,029		$	313,322		$	364,022

---

(a)

Amounts represent preopening expense, theatre and other closure expense (income), deferred digital equipment rent expense and disposition of assets and other gains included in operating expenses.



(b)

Effective July 1, 2011, cash distributions from non-consolidated entities were included in our Adjusted EBITDA presentation with conforming reclassification made for the current and prior year presentation. The presentation reclassification reflects how our management evaluates our Adjusted EBITDA performance and is generally consistent with treatment in our various debt covenant calculations.



(c)

Other expense for the twenty-six weeks ended September 29, 2011 is comprised of expenses on extinguishment of indebtedness related to the redemption of the 11% Senior Subordinated Notes due 2016 of $54,000 and Holding's 12% Senior Discount Notes due 2014 of $52,000 and expenses related to the modification of the senior secured credit facility of $310,000. Other expense for the 52 weeks ended March 31, 201129, 2012 is comprised of the loss on extinguishment of indebtedness and debt modification related to our 11% Senior Subordinated Notes due 2016, our 12% Senior Discount Notes due 2014 and our senior secured credit facility amendment. Other expense for fiscal 2010,2011 is comprised of the loss on a historical basis,extinguishment of indebtedness related to the redemption of our 11% Senior Subordinated Notes due 2016 and expense related to the modification of our senior secured credit facility. Other expense for fiscal 2010 includes a gain on extinguishment of indebtedness of $85.2 million related to the Parent's term loan facility partially offset by the loss on extinguishment of indebtedness related to the cash tender offer and remaining redemption with respect to our 8⁵/8% senior notes due 2012.



(d)

Does not reflect reductions in revenues and costs that we anticipate we will achieve relating to the early closure of underperforming theatrescost savings initiatives for procurement and screens in fiscal 2011.other functions that allow for vendor consolidation, more targeted marketing and promotional efforts, energy management, and other programs that are expected to provide annual cost savings following March 29, 2012. Had these theatres and screenscost savings initiatives been closedin place at April 1, 2010,March 31, 2011, we believe we would have improved our fiscal 20112012 Adjusted EBITDA results by $8.6approximately $31.2 million.



(e)

The acquisition of Kerasotes contributed approximately $20.1 million$34,600,000 during the twenty-sixfifty-two weeks ended SeptemberMarch 29, 2011 in Adjusted EBITDA. The acquisition of Kerasotes contributed approximately $31.6 million2012 in Adjusted EBITDA compared to $31,600,000 during the forty-four week period of May 24, 2010 to March 31, 2011.




Table of Contents




Adjusted EBITDA and Pro Forma Adjusted EBITDA are non-GAAP financial measures 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 GAAP). Adjusted EBITDA and Pro Forma Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We have included Adjusted EBITDA and Pro Forma Adjusted EBITDA because we believe they provide management and investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service debt. In addition, we use Adjusted EBITDA for incentive compensation purposes.






Adjusted EBITDA and Pro Forma Adjusted EBITDA have important limitations as analytical tools, and you should not consider them in isolation, or as substitutes for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:



•

does not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments;



•

does not reflect changes in, or cash requirements for, our working capital needs;



•

does not reflect the significant interest expenses, or the cash requirements necessary to service interest or principal payments, on our debt;



•

excludes tax payments that represent a reduction in cash available to us;



•

does not reflect any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; and



•

does not reflect management fees that may be paid to our sponsors.



(4)

Includes consolidated theatres only.




Table of Contents

RISK FACTORS

        Before you decide to purchase shares of our common stock, you should understand the high degree of risk involved. You should consider carefully the following risks and other information in this prospectus, including our pro forma and historical financial statements and related notes. If any of the following risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our common stock could decline, perhaps significantly.


Risks Related to Our Industry


We have no control over distributors of the films and our business may be adversely affected if our access to motion pictures is limited or delayed.

        We rely on distributors of motion pictures, over whom we have no control, for the films that we exhibit. Major motion picture distributors are required by law to offer and license film to exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for our licenses on a film-by-film and theatre-by-theatre basis. Our business depends on maintaining good relations with these distributors, as this affects our ability to negotiate commercially favorable licensing terms for first-run films or to obtain licenses at all. Our business may be adversely affected if our access to motion pictures is limited or delayed because of deterioration in our relationships with one or more distributors or for some other reason. To the extent that we are unable to license a popular film for exhibition in our theatres, our operating results may be adversely affected.

We depend on motion picture production and performance.

        Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to license motion pictures and the performance of such motion pictures in our markets. We license first-run motion pictures, the success of which has increasingly depended on the marketing efforts of the major motion picture studios. Poor performance of, or any disruption in the production of these motion pictures (including by reason of a strike or lack of adequate financing), or a reduction in the marketing efforts of the major motion picture studios, could hurt our business and results of operations. Conversely, the successful performance of these motion pictures, particularly the sustained success of any one motion picture, or an increase in effective marketing efforts of the major motion picture studios, may generate positive results for our business and operations in a specific fiscal quarter or year that may not necessarily be indicative of, or comparable to, future results of operations. In addition, a change in the type and breadth of movies offered by motion picture studios may adversely affect the demographic base of moviegoers.

We are subject, at times, to intense competition.

        Our theatres are subject to varying degrees of competition in the geographic areas in which we operate. Competitors may be national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to the following factors:

•

Attracting patrons.  The competition for patrons is dependent upon factors such as the availability of popular motion pictures, the location and number of theatres and screens in a market, the comfort and quality of the theatres and pricing. Many of our competitors have sought to increase the number of screens that they operate. Competitors have built or may be planning to build theatres in certain areas where we operate, which could result in excess capacity and increased competition for patrons.




Table of Contents

•

Licensing motion pictures.  We believe that the principal competitive factors with respect to film licensing include licensing terms, number of seats and screens available for a particular picture, revenue potential and the location and condition of an exhibitor's theatres.



•

Low barriers to entry.  We must compete with exhibitors and others in our efforts to locate and acquire attractive sites for our theatres. In areas where real estate is readily available, there are few barriers to entry that prevent a competing exhibitor from opening a theatre near one of our theatres.

        The theatrical exhibition industry also faces competition from other forms of out-of-home entertainment, such as concerts, amusement parks and sporting events and from other distribution channels for filmed entertainment, such as cable television, pay per view and home video systems and from other forms of in-home entertainment.

Industry-wide screen growth has affected and may continue to affect the performance of some of our theatres.

        In recent years, theatrical exhibition companies have emphasized the development of large megaplexes, some of which have as many as 30 screens in a single theatre. The industry-wide strategy of aggressively building megaplexes generated significant competition and rendered many older, multiplex theatres obsolete more rapidly than expected. Many of these theatres are under long-term lease commitments that make closing them financially burdensome, and some companies have elected to continue operating them notwithstanding their lack of profitability. In other instances, because theatres are typically limited-use design facilities, or for other reasons, landlords have been willing to make rent concessions to keep them open. In recent years, many older theatres that had closed are being reopened by small theatre operators and in some instances by sole proprietors that are able to negotiate significant rent and other concessions from landlords. As a result, there was growth in the number of screens in the U.S. and Canadian exhibition industry from 2005 to 2008. This has affected and may continue to affect the performance of some of our theatres. The number of screens in the U.S. and Canadian exhibition industry increased slightly declined from 2008 to 2010.2011.

An increase in the use of alternative film delivery methods or other forms of entertainment may drive down our attendance and limit our ticket prices.

        We compete with other film delivery methods, including network, syndicated cable and satellite television, DVDs and video cassettes, as well as video-on-demand, pay-per-view services and downloads via the Internet. We also compete for the public's leisure time and disposable income with other forms of entertainment, including sporting events, amusement parks, live music concerts, live theatre and restaurants. An increase in the popularity of these alternative film delivery methods and other forms of entertainment could reduce attendance at our theatres, limit the prices we can charge for admission and materially adversely affect our business and results of operations.

Our results of operations may be impacted by shrinking video release windows.

        Over the last decade, the average video release window, which represents the time that elapses from the date of a film's theatrical release to the date a film is available on DVD, an important downstream market, has decreased from approximately six months to approximately three to four months. If patrons choose to wait for a DVD release rather than attend a theatre for viewing the film, it may adversely impact our business and results of operations, financial condition and cash flows. Several major film studios are currently testing a premium video on demand product released in homes approximately 60 days after a movie's theatrical debut, which could cause the release window to shrink further. We cannot assure you that this release window, which is determined by the film studios, will not shrink further or be eliminated altogether, which could have an adverse impact on our business and results of operations.




Table of Contents




Development of digital technology may increase our capital expenses.

        The industry is in the process of converting film-based media to digital-based media. We, along with some of our competitors, have commenced a roll-out of digital equipment for exhibiting feature films and plan to continue the roll-out through our joint venture DCIP. However, significant obstacles exist that impact such a roll-out plan, including the cost of digital projectors and the supply of projectors by manufacturers. During fiscal 2010, DCIP completed its formation and $660.0 million funding to facilitate the financing and deployment of digital technology in our theatres. During March of 2011, DCIP completed additional financing of $220.0 million, which we believe will allow us to complete our planned digital deployments.

General political, social and economic conditions can reduce our attendance.

        Our success depends on general political, social and economic conditions and the willingness of consumers to spend money at movie theatres. If going to motion pictures becomes less popular or consumers spend less on concessions, which accounted for 27% of our revenues in fiscal 2011,2012, our operations could be adversely affected. In addition, our operations could be adversely affected if consumers' discretionary income falls as a result of an economic downturn. Political events, such as terrorist attacks, could cause people to avoid our theatres or other public places where large crowds are in attendance.


Risks Related to Our Business


Our substantial debt could adversely affect our operations and prevent us from satisfying those debt obligations.

        We have a significant amount of debt. As of SeptemberMarch 29, 2011, on a pro forma basis,2012, we had $1.9 billionoutstanding $2,208.8 million of outstanding indebtedness ($2,223.6 million face amount), which consisted of $614.3$767.4 million under our senior secured credit facility, $587.8Senior Secured Credit Facility ($770.3 million face amount), $588.4 million of our senior notes ($600.0 million face amount), $600.0$790.8 million of our existing subordinated notes and $63.8$62.2 million of existing capital and financing lease obligations, and $182.0$180.0 million would have been available for borrowing as additional senior debt under our senior secured credit facility.Senior Secured Credit Facility. As of March 31, 2011, our subsidiaries29, 2012, we also had approximately $4.3$4.0 billion of undiscounted rental payments under operating leases (with initial base terms ofgenerally between 10 and 15 to 20 years).

        The amount of our indebtedness and lease and other financial obligations could have important consequences to you. For example, it could:

•

increase our vulnerability to general adverse economic and industry conditions;



•

limit our ability to obtain additional financing in the future for working capital, capital expenditures, dividend payments, acquisitions, general corporate purposes or other purposes;



•

require us to dedicate a substantial portion of our cash flow from operations to the payment of lease rentals and principal and interest on our indebtedness, thereby reducing the funds available to us for operations and any future business opportunities;



•

limit our planning flexibility for, or ability to react to, changes in our business and the industry; and



•

place us at a competitive disadvantage with competitors who may have less indebtedness and other obligations or greater access to financing.

        If we fail to make any required payment under our senior secured credit facility or to comply with any of the financial and operating covenants contained therein, we would be in default. Lenders under our senior secured credit facility could then vote to accelerate the maturity of the indebtedness under




Table of Contents




the senior secured credit facility and foreclose upon the stock and personal property of our subsidiaries




Table of Contents

that is pledged to secure the senior secured credit facility. Other creditors might then accelerate other indebtedness. If the lenders under the senior secured credit facility accelerate the maturity of the indebtedness thereunder, we might not have sufficient assets to satisfy our obligations under the senior secured credit facility or our other indebtedness. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

        Our indebtedness under our senior secured credit facility bears interest at rates that fluctuate with changes in certain prevailing interest rates (although, subject to certain conditions, such rates may be fixed for certain periods). If interest rates increase, we may be unable to meet our debt service obligations under our senior secured credit facility and other indebtedness.

We have had significant financial losses in recent years.

        Prior to fiscal 2007, we had reported net losses in each of the prior nine fiscal years totaling approximately $510.1 million. For fiscal 2007, 2008, 2009, 2010, 2011 and 2011,2012, we reported net earnings (losses) of $116.9 million, $(6.2) million, $(149.0) million, $79.9 million, $(174.3) million and $(174.3)$(94.1) million, respectively. If we experience losses in the future, we may be unable to meet our payment obligations while attempting to expand our theatre circuit and withstand competitive pressures or adverse economic conditions.

We face significant competition for new theatre sites, and we may not be able to build or acquire theatres on terms favorable to us.

        We anticipate significant competition from other exhibition companies and financial buyers when trying to acquire theatres, and there can be no assurance that we will be able to acquire such theatres at reasonable prices or on favorable terms. Moreover, some of these possible buyers may be stronger financially than we are. In addition, given our size and market share, as well as our recent experiences with the Antitrust Division of the United States Department of Justice in connection with the acquisition of Kerasotes and prior acquisitions, we may be required to dispose of theatres in connection with future acquisitions that we make. As a result of the foregoing, we may not succeed in acquiring theatres or may have to pay more than we would prefer to make an acquisition.

Acquiring or expanding existing circuits and theatres may require additional financing, and we cannot be certain that we will be able to obtain new financing on favorable terms, or at all.

        On a pro forma basis, ourOur net capital expenditures aggregated approximately $129.3$139.4 million for fiscal 2011.2012. We estimate that our planned capital expenditures will be between $140.0$130.0 million and $150.0$140.0 million in fiscal 20122013 and will continue at approximately $120.0 million annually over the next three years. Actual capital expenditures in fiscal 20122013 may differ materially from our estimates. We may have to seek additional financing or issue additional securities to fully implement our growth strategy. We cannot be certain that we will be able to obtain new financing on favorable terms, or at all. In addition, covenants under our existing indebtedness limit our ability to incur additional indebtedness, and the performance of any additional theatres may not be sufficient to service the related indebtedness that we are permitted to incur.

We may be reviewed by antitrust authorities in connection with acquisition opportunities that would increase our number of theatres in markets where we have a leading market share.

        Given our size and market share, pursuit of acquisition opportunities that would increase the number of our theatres in markets where we have a leading market share would likely result in significant review by the Antitrust Division of the United States Department of Justice, and we may be required to dispose of theatres in order to complete such acquisition opportunities. For example, in




Table of Contents




connection with the acquisition of Kerasotes, we were required to dispose of 11 theatres located in




Table of Contents




various markets across the United States, including Chicago, Denver and Indianapolis. As a result, we may not be able to succeed in acquiring other exhibition companies or we may have to dispose of a significant number of theatres in key markets in order to complete such acquisitions.

The agreements governing our indebtedness contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us.

        The agreements governing our indebtedness contain various covenants that limit our ability to, among other things:

•

incur or guarantee additional indebtedness;



•

pay dividends or make other distributions to our stockholders;



•

make restricted payments;



•

incur liens;



•

engage in transactions with affiliates; and



•

enter into business combinations.

        These restrictions could limit our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand economic downturns in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise.

        Although the indentures for our notes contain a fixed charge coverage test that limits our ability to incur indebtedness, this limitation is subject to a number of significant exceptions and qualifications. Moreover, the indentures do not impose any limitation on our incurrence of capital or finance lease obligations or liabilities that are not considered "Indebtedness" under the indentures (such as operating leases), nor do they impose any limitation on the amount of liabilities incurred by subsidiaries, if any, that might be designated as "unrestricted subsidiaries," which are subsidiaries that we designate, that are not subject to the restrictive covenants contained in the indentures governing our notes. Furthermore, there are no restrictions in the indentures on our ability to invest in other entities (including unaffiliated entities) and no restrictions on the ability of our subsidiaries to enter into agreements restricting their ability to pay dividends or otherwise transfer funds to us. Also, although the indentures limit our ability to make restricted payments, these restrictions are subject to significant exceptions and qualifications.

We may not generate sufficient cash flow from our theatre acquisitions to service our indebtedness.

        In any acquisition, we expect to benefit from cost savings through, for example, the reduction of overhead and theatre level costs, and from revenue enhancements resulting from the acquisition. However, there can be no assurance that we will be able to generate sufficient cash flow from these acquisitions to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. Nor can there be any assurance that our profitability will be improved by any one or more acquisitions. Any acquisition may involve operating risks, such as:

•

the difficulty of assimilating and integrating the acquired operations and personnel into our current business;



•

the potential disruption of our ongoing business;



•

the diversion of management's attention and other resources;



•

the possible inability of management to maintain uniform standards, controls, procedures and policies;




Table of Contents

•

the risks of entering markets in which we have little or no experience;



•

the potential impairment of relationships with employees;



•

the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated; and



•

the possibility that the acquired theatres do not perform as expected.

If our cash flows prove inadequate to service our debt and provide for our other obligations, we may be required to refinance all or a portion of our existing debt or future debt at terms unfavorable to us.

        Our ability to make payments on and refinance our debt and other financial obligations and to fund our capital expenditures and acquisitions will depend on our ability to generate substantial operating cash flow. This will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control. The maximum amount we would be permitted to distribute in compliance with our senior secured credit facility and the indentures governing our debt securities, on a pro forma basis, was approximately $252.3 million as of September 29, 2011.

        In addition, our notes require us to repay or refinance those notes when they come due. If our cash flows were to prove inadequate to meet our debt service, rental and other obligations in the future, we may be required to refinance all or a portion of our existing or future debt, on or before maturity, to sell assets or to obtain additional financing. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facility, sell any such assets or obtain additional financing on commercially reasonable terms or at all.

        The terms of the agreements governing our indebtedness restrict, but do not prohibit us from incurring additional indebtedness. If we are in compliance with the financial covenants set forth in the senior secured credit facility and our other outstanding debt instruments, we may be able to incur substantial additional indebtedness. If we incur additional indebtedness, the related risks that we face may intensify.

Optimizing our theatre circuit through new construction is subject to delay and unanticipated costs.

        The availability of attractive site locations is subject to various factors that are beyond our control.

        These factors include:

•

local conditions, such as scarcity of space or increase in demand for real estate, demographic changes and changes in zoning and tax laws; and



•

competition for site locations from both theatre companies and other businesses.

        In addition, we typically require 18 to 24 months in the United States and Canada from the time we identify a site to the opening of the theatre. We may also experience cost overruns from delays or other unanticipated costs. Furthermore, these new sites may not perform to our expectations.

Our investment in and revenues from NCM may be negatively impacted by the competitive environment in which NCM operates.

        We have maintained an investment in NCM. NCM's in-theatre advertising operations compete with other cinema advertising companies and other advertising mediums including, most notably, television, newspaper, radio and the Internet. There can be no guarantee that in-theatre advertising will continue to attract major advertisers or that NCM's in-theatre advertising format will be favorably received by the theatre-going public. If NCM is unable to generate expected sales of advertising, it may not maintain the level of profitability we hope to achieve, its results of operations and cash flows may be




Table of Contents




adversely affected and our investment in and revenues and dividends from NCM may be adversely impacted.




Table of Contents




We may suffer future impairment losses and theatre and other closure charges.

        The opening of large megaplexes by us and certain of our competitors has drawn audiences away from some of our older, multiplex theatres. In addition, demographic changes and competitive pressures have caused some of our theatres to become unprofitable. As a result, we may have to close certain theatres or recognize impairment losses related to the decrease in value of particular theatres. We review long-lived assets, including intangibles, marketable securities and non-consolidated entities for impairment as part of our annual budgeting process and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. We recognized non-cash impairment losses in 1996 and in each fiscal year thereafter except for 2005. Our impairment losses of long-lived assets from continuing operations over this period aggregated to $297.8$298.1 million. Beginning fiscal 1999 through March 31, 2011,29, 2012, we also incurred theatre and other closure expenses, including theatre lease termination charges aggregating approximately $117.0$124.4 million. Deterioration in the performance of our theatres could require us to recognize additional impairment losses and close additional theatres, which could have an adverse effect on the results of our operations. We continually monitor the performance of our theatres, and factors such as changing consumer preferences for filmed entertainment in international markets and our inability to sublease vacant retail space could negatively impact operating results and result in future closures, sales, dispositions and significant theatre and other closure charges prior to expiration of underlying lease agreements.

We must comply with the ADA, which could entail ongoing cost of compliance.significant cost.

        Our theatres must comply with Title III of the Americans with Disabilities Act of 1990, or ADA. Compliance with the ADA requires that public accommodations "reasonably accommodate" individuals with disabilities and that new construction or alterations made to "commercial facilities" conform to accessibility guidelines unless "structurally impracticable" for new construction or technically infeasible for alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, and an award of damages to private litigants or additional capital expenditures to remedy such noncompliance.

        On January 29, 1999, the Civil Rights Division of the Department of Justice, or the Department, filed suit alleging that our stadium-style theatres violated the ADA and related regulations. AMCE and the Department reached a settlement regarding the extent of betterments and remedies required for line-of-sight violations which the trial court approved on November 29, 2010. On January 21, 2003, the trial court entered summary judgment in favor of the Department on the non-line-of-sight matters. On December 5, 2003, the trial court entered a consent order and final judgment on non-line-of-sight issues under which AMCE agreed to remedy certain violations at its stadium-style theatres and at certain theatres it may open in the future. Currently we estimate that these betterments arewill be required at approximately 33140 stadium-style theatres. As to line-of-sight matters,We estimate that the trial court approved a settlement on November 29, 2010. The remaining unpaid coststotal cost of these betterments are not expectedwill be approximately $60.0 million and through March 29, 2012 we have incurred approximately $51.6 million of these costs. The estimate is based on actual costs incurred on remediation work completed to have a material adverse impact to our financial condition, results of operations or cash flows. See "Business—Legal Proceedings."




Table of Contentsdate.

We may be subject to liability under environmental laws and regulations.

        We own and operate facilities throughout the United States and manage or own facilities in several foreign countries and are subject to the environmental laws and regulations of those jurisdictions, particularly laws governing the cleanup of hazardous materials and the management of properties. We might in the future be required to participate in the cleanup of a property that we own or lease, or at which we have been alleged to have disposed of hazardous materials from one of our facilities. In certain circumstances, we might be solely responsible for any such liability under environmental laws, and such claims could be material.




Table of Contents

We may not be able to generate additional ancillary revenues.

        We intend to continue to pursue ancillary revenue opportunities such as advertising, promotions and alternative uses of our theatres during non-peak hours. Our ability to achieve our business objectives may depend in part on our success in increasing these revenue streams. Some of our U.S. and Canadian competitors have stated that they intend to make significant capital investments in digital advertising delivery, and the success of this delivery system could make it more difficult for us to compete for advertising revenue. In addition, in March 2005 we contributed our cinema screen advertising business to NCM. As such, although we retain board seats and an ownership interest in NCM, we do not control this business, and therefore do not control our revenues attributable to cinema screen advertising. We cannot assure you that we will be able to effectively generate additional ancillary revenue and our inability to do so could have an adverse effect on our business and results of operations.

Although AMCE already files certain periodic reports with the Securities and Exchange Commission, becoming a public company will increase our expenses and administrative burden, in particular to bring our company into compliance with certain provisions of the Sarbanes Oxley Act of 2002 to which we are not currently subject.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, our administrative staff will be required to perform additional tasks. For example, in anticipation of becoming a public company, we will need to create or revise the roles and duties of our board committees, adopt additional internal controls and disclosure controls and procedures, retain a transfer agent and adopt an insider trading policy in compliance with our obligations under the securities laws.

        In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related regulations implemented by the Securities and Exchange Commission and the applicable national securities exchange, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a public company and these new rules and regulations will make it




Table of Contents




more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

We depend on key personnel for our current and future performance.

        Our current and future performance depends to a significant degree upon the retention of our senior management team and other key personnel. The loss or unavailability to us of any member of our senior management team or a key employee could have a material adverse effect on our business,




Table of Contents




financial condition and results of operations. We cannot assure you that we would be able to locate or employ qualified replacements for senior management or key employees on acceptable terms.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

        The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.


Risks Related to This Offering


Future sales of our common stock could cause the market price for our common stock to decline.

        Upon consummation of this offering, there will be                     shares of our common stock outstanding. All shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"). Of the remaining shares of common stock outstanding,                will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, manner of sale, holding period and other limitations of Rule 144. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of shares of our common stock in the public market, or the perception that those sales will occur, could cause the market price of our common stock to decline. After giving effect to the Reclassification, the Sponsors will hold                     shares of our common stock, all of which constitute "restricted securities" under the Securities Act. Provided the holders comply with the applicable volume limits and other conditions prescribed in Rule 144 under the Securities Act, all of these restricted securities are currently freely tradable. The Securities and Exchange Commission (the "SEC") adopted revisions to Rule 144 that, among other things, shorten the holding period applicable to restricted securities under certain circumstances from one year to six months.

        Additionally, as of the consummation of this offering, approximately                     shares of our common stock will be issuable upon exercise of stock options that vest and are exercisable at various dates through May 28, 2019, with an exercise price of $            . Of such options,                     will be immediately exercisable. As soon as practicable after the completion of this offering, we intend to file a




Table of Contents




registration statement on Form S-8 under the Securities Act covering shares of our common stock reserved for issuance under our equity incentive plan. Accordingly, shares of our common stock registered under such registration statement will be available for sale in the open market upon exercise by the holders, subject to vesting restrictions, Rule 144 limitations applicable to our affiliates and the contractual lock-up provisions described below.

        We and certain of our stockholders, directors and officers have agreed to a "lock-up," pursuant to which neither we nor they will sell any shares without the prior consent of             for 180 days after the date of this prospectus, subject to certain exceptions and extension under certain circumstances. Following the expiration of the applicable lock-up period, all these shares of our common stock will be




Table of Contents




eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. In addition, the Sponsors have certain demand and "piggy-back" registration rights with respect to the common stock that they will retain following this offering. See "Shares Eligible for Future Sale" for a discussion of the shares of common stock that may be sold into the public market in the future, including common stock held by the Sponsors.

Our stock price may be volatile and may decline substantially from the initial offering price.

        Immediately prior to this offering, there has been no public market for our common stock, and an active trading market for our common stock may not develop or continue upon completion of the offering. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of the price at which our common stock will trade after the offering.

        The stock market in general has experienced extreme price and volume fluctuations in recent years. These broad market fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. You may be unable to resell your shares at or above the public offering price because of a number of factors, including:

•

actual or anticipated quarterly fluctuations in our operating results;



•

changes in expectations of future financial performance or changes in estimates of securities analysts;



•

changes in the market valuations of other companies;



•

announcements relating to actions of other media companies, strategic relationships, acquisitions or industry consolidation;



•

terrorist acts or wars; and



•

general economic, market and political conditions including those not related to our business.

We may not generate sufficient cash flows or have sufficient restricted payment capacity under our senior secured credit facility or the indentures governing our debt securities to pay our intended dividends on the common stock.

        Following this offering, and subject to legally available funds, we intend to pay quarterly cash dividends, commencing from the closing date of this offering. We expect that our first dividend will be with respect to the    quarter of fiscal 2013. We are a holding company and will have no direct operations. We will only be able to pay dividends from our available cash on hand and funds received from our subsidiaries. Our subsidiaries' ability to make distributions to us will depend on their ability to generate substantial operating cash flow. Our ability to pay dividends to our stockholders will be subject to the terms of our senior secured credit facility and the indentures governing the outstanding notes. Our operating cash flow and ability to comply with restricted payments covenants in our debt instruments will depend on our future performance, which will be subject to prevailing economic




Table of Contents




conditions and to financial, business and other factors beyond our control. In addition, dividend payments are not mandatory or guaranteed, and our board of directors may never declare a dividend, decrease the level of dividends or entirely discontinue the payment of dividends. Your decision whether to purchase shares of our common stock should allow for the possibility that no dividends will be paid. You may not receive any dividends as a result of the following additional factors, among others:

•

the agreements governing our indebtedness contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us that may arise;



•

we are not legally or contractually required to pay dividends;




Table of Contents



•

while we currently intend to pay a regular quarterly dividend, this policy could be modified or revoked at any time;



•

even if we do not modify or revoke our dividend policy, the actual amount of dividends distributed and the decision to make any distribution is entirely at the discretion of our board of directors and future dividends with respect to shares of our capital stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant;



•

the amount of dividends distributed is and will be subject to contractual restrictions under the restrictive payment covenants contained in:



•

the indentures governing our debt securities,



•

the terms of our senior secured credit facility, and



•

the terms of any other outstanding indebtedness incurred by us or any of our subsidiaries after the completion of this offering;



•

the amount of dividends distributed is subject to state law restrictions; and



•

our stockholders have no contractual or other legal right to dividends.

        The maximum amount we would be permitted to distribute in compliance with our senior secured credit facility and the indentures governing our debt securities on a pro forma basis was approximately $252.3$255.2 million as of SeptemberMarch 29, 2011.2012. As a result of the foregoing limitations on our ability to make distributions, we cannot assure you that we will be able to make all of our intended quarterly dividend payments.

We are controlled by the Sponsors, whose interests may not be aligned with our public stockholders.

        Even after giving effect to this offering, the Sponsors will beneficially own approximately        % of our common stock and will have the power to control our affairs and policies including with respect to the election of directors (and through the election of directors the appointment of management), the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. We intend to avail ourselves of the "controlled company" exception under the applicable national securities exchange rules, which eliminates the requirement that we have a majority of independent directors on our board of directors and that we have compensation and nominating committees composed entirely of independent directors, but retains the requirement that we have an audit committee composed entirely of independent members. The governance agreements will provide that, initially, the Sponsors will collectively have the right to designate eight directors and that each will vote for the others' nominees. Additionally, our governance documents provide that directors shall be elected by a plurality of votes and do not provide for cumulative voting rights. The right to designate directors will reduce as the Sponsors' ownership percentage reduces, such that the Sponsors will not have the ability to nominate a majority of the board of directors once their collective ownership (together with the share




Table of Contents




ownership held by the JPMP and Apollo co-investors) becomes less than 50.1%. However, because our board of directors will be divided into three staggered classes, the Sponsors may be able to influence or control our affairs and policies even after they cease to own 50.1% of our outstanding common stock during the period in which the Sponsors' nominees finish their terms as members of our board but in any event no longer than would be permitted under applicable law and national securities exchange listing requirements. The directors elected by the Sponsors will have the authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends, pay advisory fees and make other decisions, and they may have an interest in our doing so.




Table of Contents

        The interests of the Sponsors could conflict with our public stockholders' interests in material respects. For example, the Sponsors could cause us to make acquisitions that increase the amount of our indebtedness or sell revenue-generating assets. Furthermore, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. In addition, our governance documents do not contain any provisions applicable to deadlocks among the members of our board, and as a result we may be precluded from taking advantage of opportunities due to disagreements among the Sponsors and their respective board designees. So long as the Sponsors continue to own a significant amount of the outstanding shares of our common stock, they will continue to be able to strongly influence or effectively control our decisions. See "Certain Relationships and Related Party Transactions—Governance Agreements."

Our amended and restated certificate of incorporation and our amended and restated bylaws, as amended, contain anti-takeover protections, which may discourage or prevent a takeover of our company, even if an acquisition would be beneficial to our stockholders.

        Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as amended, as well as provisions of the Delaware General Corporation Law, could delay or make it more difficult to remove incumbent directors or for a third party to acquire us, even if a takeover would benefit our stockholders. These provisions include:

•

a classified board of directors;



•

the sole power of a majority of the board of directors to fix the number of directors;



•

limitations on the removal of directors;



•

the sole power of the board of directors or the Sponsors, in the case of a vacancy of a Sponsor board designee, to fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;



•

the ability of our board of directors to designate one or more series of preferred stock and issue shares of preferred stock without stockholder approval;



•

the inability of stockholders to act by written consent if less than 50.1% of our outstanding common stock is owned by the Sponsors; and



•

the inability of stockholders to call special meetings.

        Our issuance of shares of preferred stock could delay or prevent a change of control of our company. Our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to                     shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control




Table of Contents




of our company without further action by the stockholders, even where stockholders are offered a premium for their shares.

        Our incorporation under Delaware law, the ability of our board of directors to create and issue a new series of preferred stock or a stockholder rights plan and certain other provisions of our amended and restated certificate of incorporation and amended and restated bylaws could impede a merger, takeover or other business combination involving Parent or the replacement of our management or discourage a potential investor from making a tender offer for our common stock, which, under certain




Table of Contents




circumstances, could reduce the market value of our common stock. See "Description of Capital Stock."

Our issuance of preferred stock could dilute the voting power of the common stockholders.

        The issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock.

Our issuance of preferred stock could adversely affect the market value of our common stock.

        The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price causing economic dilution to the holders of common stock.

J.P. Morgan Securities LLC may have a conflict of interest with respect to this offering.

        Prior to the completion of this offering, JPMP, an affiliate of J.P. Morgan Securities LLC ("J.P. Morgan"), owned more than 10% of our outstanding common stock and therefore J.P. Morgan is presumed to have a "conflict of interest" with us under FINRA Rule 2720. Accordingly, J.P. Morgan's interest may go beyond receiving customary underwriting discounts and commissions. In particular, there may be a conflict of interest between J.P. Morgan's own interests as underwriter (including in negotiating the initial public offering price) and the interests of its affiliate JPMP (as a principal stockholder). Because of the conflict of interest under FINRA Rule 2720, this offering is being conducted in accordance with the applicable provisions of that rule. FINRA Rule 2720 requires that the "qualified independent underwriter" (as such term is defined by FINRA Rule 2720) participates in the preparation of the registration statement and prospectus and conducts due diligence. Accordingly, Goldman, Sachs & Co. ("Goldman Sachs") is assuming the responsibilities of acting as the qualified independent underwriter in this offering. Although the qualified independent underwriter has participated in the preparation of the registration statement and prospectus and conducted due diligence, we cannot assure you that this will adequately address any potential conflicts of interest related to J.P. Morgan and JPMP. We have agreed to indemnify Goldman Sachs for acting as qualified independent underwriter against certain liabilities, including liabilities under the Securities Act of 1933, or the Securities Act, and to contribute to payments that Goldman Sachs may be required to make for these liabilities.




Table of Contents


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


        In addition to historical information, this prospectus contains forward-looking statements. 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 "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," 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:

•

national, regional and local economic conditions that may affect the markets in which we or our joint venture investees operate;



•

the levels of expenditures on entertainment in general and movie theatres in particular;



•

increased competition within movie exhibition or other competitive entertainment mediums;



•

technological changes and innovations, including alternative methods for delivering movies to consumers;



•

the popularity of major film releases;



•

shifts in population and other demographics;



•

our ability to renew expiring contracts at favorable rates, or to replace them with new contracts that are comparably favorable to us;



•

our need for, and ability to obtain, additional funding for acquisitions and operations;



•

risks and uncertainties relating to our significant indebtedness;



•

fluctuations in operating costs;



•

capital expenditure requirements;



•

changes in interest rates; and



•

changes in accounting principles, policies or guidelines.

        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.

        Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.




Table of Contents


USE OF PROCEEDS


        We estimate that our net proceeds from this offering without exercise of the underwriters' option to purchase additional shares will be approximately $             million after deducting the estimated underwriting discounts and commissions and expenses, assuming the shares are offered at $            per share, which represents the midpoint of the range set forth on the front cover of this prospectus. If the underwriters exercise their option to purchase additional shares in full, the net proceeds to us will be approximately $             million.

        We intend to use these net proceeds, together with cash on hand, to: first, repay $215.6 million principal amount of the loans outstanding under the Parent's term loan facility plus accrued and unpaid interest; second, to retire $300.0$191.0 million principal amount of our outstanding 8% senior subordinated notes due 2014;2014 and third, tosecond, pay an estimated $24.4$22.0 million lump sum payment to the Sponsors pursuant to the Fee Agreement with our Sponsors. Affiliates of certain of the underwriters are holders of our outstanding 8% senior subordinated notes due 2014 and lenders under the Parent term loan facility and will receive a portion of our net proceeds from this offering. See "Risk Factors—Risks Related to this Offering."

        Borrowings under the Parent's term loan facility mature on June 13, 2012. The interest rate on such borrowings was 5.3% per annum as of September 29, 2011.        Our outstanding 8% senior subordinated notes mature on March 1, 2014.




Table of Contents


DIVIDEND POLICY


        Following this offering and subject to legally available funds, we intend to pay a quarterly cash dividend at an annual rate initially equal to $            per share (or a quarterly rate initially equal to $            per share) of common stock, commencing from the closing date of this offering. We expect that our first dividend will be with respect to the    quarter of fiscal 2013. Based on the approximately                     million shares of common stock to be outstanding after the offering, this dividend policy implies a quarterly cash requirement of approximately $             million. We cannot assure you that any dividends will be paid in the anticipated amounts and frequency set forth in this prospectus, if at all.

        We are a holding company and have no direct operations. We will only be able to pay dividends from our available cash on hand and funds received from our subsidiaries. Their ability to make any payments to us will depend upon many factors, including its operating results, cash flows and the terms of our senior secured credit facility and the indentures governing our subsidiaries' debt securities. In addition, our ability to pay dividends to our stockholders will be subject to the terms of our indebtedness. Although we have sustained net losses in prior periods and cannot assure you that we will be able to pay dividends on a quarterly basis or at all, we believe that a number of recent positive developments in our business have improved our ability to pay dividends in compliance with applicable state corporate law once this offering has been completed. These include: the completion of the Kerasotes Acquisition, which increased the scale and cash flow of our company and generated, and we expect will continue to generate, synergies and cost savings; the continued positive impact of our implementation of premium formats and enhanced food and beverage offerings; the Redemptions; the use of proceeds from this offering, together with cash on hand, to retire $215.6 million principal amount of the Parent's term loan facility and $300.0$191.0 million principal amount of our outstanding 8% senior subordinated notes due 2014, which reduced our annual cash interest expense by approximately $24.0$23.3 million for the fiscal year ended March 31, 2011;29, 2012; and the discontinuation of $5.0 million per year management fees paid to our Sponsors as a result of this offering. Further, we expect to continue to benefit from substantial net operating loss carry-forwards from prior periods that will be available to offset taxes that we may owe. Also, because the Delaware General Corporation Law, or the DGCL, permits corporations to pay dividends either out of surplus (generally, the excess of a corporation's net assets (total assets minus total liabilities) over its stated capital, in each case as defined and calculated in the manner prescribed by the DGCL) or net profits, we may be able to pay dividends even if we report net losses in future periods. We do not intend to borrow funds to pay the projected quarterly dividend described above.

        The maximum amount we would be permitted to distribute in compliance with our senior secured credit facility and the indentures governing our debt securities, on a pro forma basis, was approximately $252.3$255.2 million as of SeptemberMarch 29, 2011.2012.

        The declaration and payment of any future dividends will be at the sole discretion of our board of directors after taking into account various factors, including legal requirements, our subsidiaries' ability to make payments to us, our financial condition, operating results, cash flow from operating activities, available cash and current and anticipated cash needs.




Table of Contents


CAPITALIZATION


        The following table sets forth our cash and cash equivalents and capitalization as of SeptemberMarch 29, 20112012 (i) on an actual basis, and (ii) on a pro forma basis giving effect to the Mergers, this offering and the use of proceeds therefrom. The information in this table should be read in conjunction with "Unaudited Pro Forma Condensed Financial Information," "Business," the audited consolidated financial statements and the historical financial statements of the Company and the respective accompanying notes thereto appearing elsewhere in this prospectus.

				As of September 29, 2011									As of March 29, 2012
				Actual			Pro Forma						Actual			Pro Forma
				(in thousands)									(in thousands)
Cash and cash equivalents(1)	Cash and cash equivalents(1)			$	440,962		$	217,586		Cash and cash equivalents(1)			$	277,605		$	385,896
Short term debt (current maturities of Parent Term Loan Facility, Senior Secured Term Loan and Capital and Financing Lease Obligations)				$	224,824		$	9,453
Short term debt (current portion of 8% Senior Subordinated Notes due 2014, Senior Secured Term Loan and Capital and Financing Lease Obligations)										Short term debt (current portion of 8% Senior Subordinated Notes due 2014, Senior Secured Term Loan and Capital and Financing Lease Obligations)			$	61,846		$	10,811
Long-term debt:	Long-term debt:									Long-term debt:
	8% Senior Subordinated Notes due 2014				299,494			—		8% Senior Subordinated Notes due 2014				139,740			—
	9.75% Senior Subordinated Notes due 2020				600,000			600,000		9.75% Senior Subordinated Notes due 2020				600,000			600,000
	8.75% Senior Fixed rate Notes due 2019				587,803			587,803		8.75% Senior Fixed rate Notes due 2019				588,366			588,366
	Senior secured credit facility:									Senior secured credit facility:
		Revolving loan facility(2)			—			—			Revolving loan facility(2)			—			—
		Term loan due 2013			139,909			139,909			Term loan due 2016			465,339			465,339
		Term loan due 2016			467,841			467,841			Term loan due 2018			294,050			294,050
	Capital and financing lease obligations				60,820			60,820		Capital and financing lease obligations				59,413			59,413
	Total debt			$	2,380,691		$	1,865,826		Total debt			$	2,208,754		$	2,017,979
Stockholders' equity	Stockholders' equity									Stockholders' equity
	Common Stock voting ($.01 par value                 shares authorized;                 shares issued and outstanding as of September 29, 2011 after giving pro forma effect to the Reclassification)			$	—		$	14		Common Stock voting ($.01 par value                 shares authorized;                 shares issued and outstanding as of September 29, 2011 after giving pro forma effect to the Reclassification)			$	—		$	14
	Class A-1 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 382,475.00 shares issued and outstanding as of September 29, 2011)				4			—		Class A-1 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 382,475.00 shares issued and outstanding as of September 29, 2011)				4			—
	Class A-2 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 382,475.00 shares issued and outstanding as of September 29, 2011)				4			—		Class A-2 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 382,475.00 shares issued and outstanding as of September 29, 2011)				4			—
	Class N Common Stock nonvoting ($.01 par value, 375,000 shares authorized; 2,021.02 shares issued and outstanding as of September 29, 2011)				—			—		Class N Common Stock nonvoting ($.01 par value, 375,000 shares authorized; 2,021.02 shares issued and outstanding as of September 29, 2011)				—			—
	Class L-1 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 256,085.61 shares issued and outstanding as of September 29, 2011)				3			—		Class L-1 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 256,085.61 shares issued and outstanding as of September 29, 2011)				3			—
	Class L-2 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 256,085.61 shares issued and outstanding as of September 29, 2011)				3			—		Class L-2 Common Stock voting ($.01 par value, 1,500,000 shares authorized; 256,085.61 shares issued and outstanding as of September 29, 2011)				3			—
	Additional paid-in capital				672,681			970,813		Additional paid-in capital				673,325			973,856
	Treasury stock, 4,314 shares at cost				(2,596	)		(2,596	)	Treasury stock, 4,314 shares at cost				(2,596	)		(2,596	)
	Accumulated other comprehensive loss				(21,076	)		(21,076	)	Accumulated other comprehensive loss				(20,203	)		(20,203	)
	Accumulated deficit				(415,275	)		(420,705	)	Accumulated deficit				(492,939	)		(493,199	)
	Total stockholders' equity				233,748			526,450		Total stockholders' equity				157,601			457,872
	Total capitalization			$	2,614,439		$	2,392,276		Total capitalization			$	2,366,355		$	2,475,851

---

(1)

A $1.00 increase (decrease) in the assumed initial public offering price of $        per share would increase (decrease) our cash and cash equivalents by $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.



(2)

The aggregate revolving loan commitment under our senior secured credit facility is $192.5 million.




Table of Contents


DILUTION


        Dilution is the amount by which the offering price paid by the purchasers of the common stock to be sold in the offering exceeds the net tangible book value per share of common stock after the offering. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date.

        Our net tangible book value as of                        , 20112012 was $         million, or $        per share. After giving effect to the receipt and our intended use of approximately $         million of estimated net proceeds from our sale of         shares of common stock in the offering at an assumed offering price of $             per share (the midpoint of the range set forth on the cover page of this prospectus), our as adjusted net tangible book value as of                        , 20112012 would have been approximately $         million, or $        per share. This represents an immediate increase in pro forma net tangible book value of $        per share to existing stockholders and an immediate dilution of $        per share to new investors purchasing shares of common stock in the offering. The following table illustrates this substantial and immediate per share dilution to new investors:

			Per Share
Assumed initial public offering price per share			$
	Net tangible book value before the offering
	Increase per share attributable to investors in the offering
Pro forma net tangible book value after the offering
Dilution per share to new investors			$

        A $1.00 increase (decrease) in the assumed initial public offering price of $        per share would increase (decrease) our pro forma net tangible book value by $        , the as adjusted net tangible book value per share after this offering by $        per share and the dilution per share to new investors in this offering by $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

        The following table summarizes on an as adjusted basis as of                        , 2011,2012, giving effect to:

•

on an actual basis;



•

the total number of shares of common stock purchased from us;



•

the total consideration paid to us, assuming an initial public offering price of $            per share (before deducting the estimated underwriting discount and commissions and offering expenses payable by us in connection with this offering); and



•

the average price per share paid by existing stockholders and by new investors purchasing shares in this offering:

									Total Consideration
			Shares Purchased
															Average Price Per Share
			Number			Percent			Amount			Percent
Existing stockholders								%	$					%	$
Investors in the offering								%						%
	Total						100	%	$				100	%	$

        A $1.00 increase (decrease) in the assumed initial public offering price of $            per share (the midpoint of the range set forth on the cover page of this prospectus) would increase (decrease) total




Table of Contents

consideration paid by existing stockholders, total consideration paid by new investors and the average price per share by $            , $            and $            , respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and without deducting underwriting discounts and commissions and estimated expenses payable by us.

        The tables and calculations above assume no exercise of:

•

shares of common stock issuable upon exercise of outstanding stock options with a weighted average exercise price of approximately $                per share on                        , 2011;2012; and



•

shares of common stock issuable in this offering to the underwriters pursuant to an option to purchase additional shares.

        To the extent any of these options are exercised, there will be further dilution to new investors.




Table of Contents

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

        We derived the following unaudited pro forma condensed financial information by applying pro forma adjustments attributable to the Kerasotes Acquisition, this offering and the use of proceeds therefrom and the MergersTransactions to our historical consolidated financial statements and the Kerasotes financial statements included in this prospectus.

        These adjustments include:

•

the acquisition on May 24, 2010 of substantially all of the assets of Kerasotes for a purchase price of $281.4 million, which includes cash acquired and working capital and other purchase price adjustments;



•

the net increase in our theatre and screen count by 83 and 812, respectively, from the Kerasotes Acquisition, including the impact of theatres divested as required by the Antitrust Division of the United States Department of Justice;



•

this offering and the use of the proceeds therefrom; and



•

the Merger of AMCE with and into Parent in connection with the offering.

        The unaudited pro forma balance sheet gives pro forma effect to the Transactions as if they had occurred on SeptemberMarch 29, 2011.2012. The unaudited pro forma condensed statement of operations data for the 26 weeks ended September 29, 2011, the 52 weeks ended March 31, 2011 and the 52 weeks ended September 29, 20112012 to the Transactions as if they had occurred on April 2, 2010.1, 2011. We describe the assumptions underlying the pro forma adjustments in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed financial information.

        We estimate that our net proceeds from this offering without exercise of the option to purchase additional shares will be approximately $       million after deducting the estimated underwriting discounts and commissions and expenses, assuming the shares are offered at $      per share, which represents the midpoint of the range set forth on the front cover of this prospectus. If the underwriters exercise their option to purchase additional shares in full, the net proceeds to us will be approximately $       million. We intend to use these net proceeds, together with cash on hand, to:hand: first, repay all $215.6 million principal amount of the loans outstanding under the Parent's term loan facility plus accrued and unpaid interest; second, to retire all $300.0$191.0 million principal amount of our outstanding 8% senior subordinated notes due 2014 plus accrued and unpaid interest;interest and third,second, to pay an estimated $24.4$22.0 million lump sum payment to the Sponsors pursuant to the Fee Agreement with our Sponsors.

        The pro forma statement of operations and other data for the 52 weeks ended September 29, 2011, which are unaudited, have been calculated by subtracting the pro forma data for the 26 weeks ended September 30, 2010 from the pro forma data for the 52 weeks ended March 31, 2011 and adding the data for the 26 weeks ended September 29, 2011. This presentation is not in accordance with U.S. GAAP. We believe that this presentation provides useful information to investors regarding our recent financial performance, and we view this presentation of the four most recently completed fiscal quarters as a key measurement period for investors to assess our historical results. In addition, our management uses trailing four quarter financial information to evaluate our financial performance for ongoing planning purposes, including a continuous assessment of our financial performance in comparison to budgets and internal projections. We also use trailing four quarter financial data to test compliance with covenants under our senior secured credit facility. This presentation has limits as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

        The unaudited pro forma condensed financial information is for illustrative and informational purposes only and should not be considered indicative of the results that would have been achieved had




Table of Contents

the transactions been consummated on the dates or for the periods indicated and do not purport to represent consolidated balance sheet data or statement of operations data or other financial data as of any future date or any future period.

        The unaudited pro forma condensed financial information should be read in conjunction with the information contained in "Selected Historical Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and accompanying notes appearing elsewhere in this prospectus and the Kerasotes financial statements.prospectus.




Table of Contents


AMC ENTERTAINMENT HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEET
AS OF SEPTEMBERMARCH 29, 20112012
(dollars in thousands)


				As of September 29, 2011												As of March 29, 2012
				Parent Historical			Offering Transactions Pro Forma Adjustments			Parent Pro Forma						Parent Historical			Offering Transactions Pro Forma Adjustments			Parent Pro Forma
Assets	Assets												Assets
	Cash and equivalents			$	440,962		$	350,000	(4)	$	217,586		Cash and equivalents			$	277,605		$	350,000	(1)	$	385,896
								(573,376	)(4)											(241,709	)(1)
	Current assets				119,083			—			119,083		Current assets				128,954			—			128,954
	Property, net				922,134			—			922,134		Property, net				883,697			—			883,697
	Intangible assets, net				142,602			—			142,602		Intangible assets, net				135,024			—			135,024
	Goodwill				1,953,686			—			1,953,686		Goodwill				1,953,686			—			1,953,686
	Other long-term assets				248,711			(699	)(4a)		248,012		Other long-term assets				261,301			—			261,301
		Total assets		$	3,827,178		$	(224,075	)	$	3,603,103			Total assets		$	3,640,267		$	108,291		$	3,748,558
Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity												Liabilities and Stockholders' Equity
	Current liabilities			$	460,409		$	(1,912	)(4)	$	458,497		Current liabilities			$	518,641		$	(1,205	)(1)	$	517,436
	Current Maturities:												Current Maturities:
		Parent Term Loan Facility, Senior Secured Term Loan and Capital and Financing Lease Obligations			224,824			(215,371	)(4)		9,453			Parent Term Loan Facility, Senior Secured Term Loan and Capital and Financing Lease Obligations			61,846			(51,035	)(1)		10,811
	Corporate borrowings:												Corporate borrowings:
		8% Senior Subordinated Notes due 2014			299,494			(299,494	)(4)		—			8% Senior Subordinated Notes due 2014			139,740			(139,740	)(1)		—
		9.75% Senior Subordinated Notes due 2020			600,000						600,000			9.75% Senior Subordinated Notes due 2020			600,000			—			600,000
		8.75% Senior Notes due 2019			587,803			—			587,803			8.75% Senior Notes due 2019			588,366			—			588,366
		Senior Secured Term Loan Facility due 2013			139,909			—			139,909			Senior Secured Term Loan Facility due 2016			465,339			—			465,339
		Senior Secured Term Loan Facility due 2016			467,841			—			467,841			Senior Secured Term Loan Facility due 2018			294,050			—			294,050
	Capital and financing lease obligations				60,820			—			60,820		Capital and financing lease obligations				59,413			—			59,413
	Other long-term liabilities				752,330			—			752,330		Other long-term liabilities				755,271			—			755,271
Total liabilities	Total liabilities				3,593,430			(516,777	)		3,076,653		Total liabilities				3,482,666			(191,980	)		3,290,686
Stockholders' equity:	Stockholders' equity:												Stockholders' equity:
	Common Stock				14			—			14		Common Stock				14			—			14
	Additional paid-in capital				672,681			298,132	(4)(4a)		970,813		Additional paid-in capital				673,325			300,531	(1)		973,856
	Treasury stock				(2,596	)		—			(2,596	)	Treasury stock				(2,596	)		—			(2,596	)
	Accumulated other comprehensive loss				(21,076	)		—			(21,076	)	Accumulated other comprehensive loss				(20,203	)		—			(20,203	)
	Accumulated deficit				(415,275	)		(5,430	)(4a)		(420,705	)	Accumulated deficit				(492,939	)		(260	)(1a)		(493,199	)
Total stockholders' equity	Total stockholders' equity				233,748			292,702			526,450		Total stockholders' equity				157,601			300,271			457,872
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity			$	3,827,178		$	(224,075	)	$	3,603,103		Total liabilities and stockholders' equity			$	3,640,267		$	108,291		$	3,748,558

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.




Table of Contents


AMC ENTERTAINMENT HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
TWENTY-SIXFIFTY-TWO WEEKS ENDED SEPTEMBERMARCH 29, 20112012
(dollars in thousands, except per share data)


				Twenty-six Weeks Ended September 29, 2011
				Parent 26 Weeks Ended September 29, 2011 Historical			Offering Transactions Pro Forma Adjustments			Parent Pro Forma
Revenues				$	1,373,559		$	—		$	1,373,559
Cost of operations					935,837			—			935,837
Rent					235,556			—			235,556
General and administrative:
	M&A Costs				1,607			—			1,607
	Management fee				2,500			(2,500	)(6)		—
	Other				28,155			—			28,155
Depreciation and amortization					103,171			—			103,171
Operating costs and expenses					1,306,826			(2,500	)		1,304,326
Operating income					66,733			2,500			69,233
Other income					(11,477	)		—			(11,477	)
Interest expense					89,304			(18,273	)(5)		71,031
Equity in earnings of non-consolidated entities					4,305			—			4,305
Investment income					(62	)		—			(62	)
Total other expense					82,070			(18,273	)		63,797
Earnings (loss) from continuing operations
		before income taxes			(15,337	)		20,773			5,436
Income tax provision					1,070			7,800	(7)		8,870
Earnings (loss) from continuing operations				$	(16,407	)	$	12,973		$	(3,434	)
Basic earnings (loss) per share from continuing operations				$	(12.83	)				$
Average shares outstanding-Basic					1,279.14
Diluted loss per share from continuing operations				$	(12.83	)				$
Average shares outstanding-Diluted					1,279.14

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements




Table of Contents


AMC ENTERTAINMENT HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FIFTY-TWO WEEKS ENDED MARCH 31, 2011
(dollars in thousands, except per share data)


			Fifty-two Weeks Ended March 31, 2011
			Parent 52 Weeks Ended March 31, 2011 Historical			Kerasotes April 1, 2010 to May 24, 2010 Historical			Kerasotes Acquisition Pro Forma Adjustments			Parent Pro Forma Kerasotes Acquisition			Offering Transactions Pro Forma Adjustments			Parent Pro Forma
Revenues			$	2,422,968		$	40,696		$	(12,687	)(1)	$	2,450,977		$	—		$	2,450,977
										—	(2)
Cost of operations				1,684,791			25,802			(8,610	)(1)		1,712,039			—			1,712,039
										10,056	(2)
Rent				475,810			6,405			(2,854	)		480,016			—			480,016
										655	(2)					—			—
General and administrative:
	M&A Costs			16,838			—			—			16,838			—			16,838
	Management fee			5,000			—			—			5,000			(5,000	)(6)		—
	Other			58,157			1,651			—			59,808			—			59,808
Depreciation and amortization				212,413			2,702			(561	)(1)		216,095			—			216,095
										1,541	(2)
Impairment of long-lived assets				12,779			—			—			12,779			—			12,779
	Operating costs and expenses			2,465,788			36,560			227			2,502,575			(5,000	)		2,497,575
	Operating income (loss)			(42,820	)		4,136			(12,914	)		(51,598	)		5,000			(46,598	)
Other expense				28,556			—			—			28,556			—			28,556
Interest expense				183,657			395			(223	)(2)		183,829			(36,391	)(5)		147,438
Equity in earnings of non-consolidated entities				(17,178	)		—			—			(17,178	)		—			(17,178	)
Gain on NCM transactions				(64,441	)		—			—			(64,441	)		—			(64,441	)
Investment income				(491	)		(99	)		99	(2)		(491	)		—			(491	)
Total other expense (income)				130,103			296			(124	)		130,275			(36,391	)		93,884
Earnings (loss) from continuing operations before income taxes				(172,923	)		3,840			(12,790	)		(181,873	)		41,391			(140,482	)
Income tax provision (benefit)				1,950			—			(3,400	)(3)		(1,450	)		15,500	(7)		14,050
Earnings (loss) from continuing operations			$	(174,873	)	$	3,840		$	(9,390	)	$	(180,423	)	$	25,891		$	(154,532	)
Basic earnings (loss) per share from continuing operations			$	(136.73	)													$
Average shares outstanding-Basic				1,278.92
Diluted loss per share from continuing operations			$	(136.73	)													$
Average shares outstanding-Diluted				1,278.92

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements




Table of Contents


AMC ENTERTAINMENT HOLDINGS, INC.

CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FIFTY-TWO WEEKS ENDED SEPTEMBER 29, 2011
(DOLLARS IN THOUSANDS)
(UNAUDITED)


				Fifty-two Weeks Ended September 29, 2011																										Fifty-Two Weeks Ended March 29, 2012
				Parent 52 Weeks Ended March 31, 2011 Historical			Parent 26 Weeks Ended Sep. 29, 2011 Historical			Parent 26 Weeks Ended Sep. 30, 2010 Historical			Parent 52 Weeks Ended September 29, 2011 Historical			Kerasotes Acquisition Pro Forma Adjustments			Parent Pro Forma Kerasotes Acquisition			Offering Transactions Pro Forma Adjustments			Parent Pro Forma					Parent Historical			Offering Transactions Pro Forma Adjustments			Parent Pro Forma
Revenues	Revenues			$	2,422,968		$	1,373,559		$	1,294,577		$	2,501,950		$	(578	)(1)	$	2,501,372		$	—		$	2,501,372		Revenues		$	2,600,594		$	—		$	2,600,594
																	—
Cost of operations	Cost of operations				1,684,791			935,837			846,781			1,773,847			(487	)(1)		1,773,360			—			1,773,360		Cost of operations			1,763,674			—			1,763,674
																	—
Rent	Rent				475,810			235,556			236,035			475,331			(136	)(1)		475,195			—			475,195		Rent			468,823			—			468,823
																	—
General and administrative:	General and administrative:																											General and administrative:
	M&A Costs				16,838			1,607			11,186			7,259			—			7,259			—			7,259		M&A Costs			4,206			—			4,206
	Management fee				5,000			2,500			2,500			5,000			—			5,000			(5,000	)(6)		—		Management fee			5,000			(2,500)	(3)		2,500
	Other				58,157			28,155			31,118			55,194			—			55,194			—			55,194		Other			51,495			—			51,495
Depreciation and amortization	Depreciation and amortization				212,413			103,171			100,958			214,626			—			214,626			—			214,626		Depreciation and amortization			214,029			—			214,029
																	—						—			—
Impairment of long-lived assets	Impairment of long-lived assets				12,779			—			—			12,779						12,779						12,779		Impairment of long-lived assets			285			—			285
Operating costs and expenses					2,465,788			1,306,826			1,228,578			2,544,036			(623	)		2,543,413			(5,000	)		2,538,413
Operating income (loss)					(42,820	)		66,733			65,999			(42,086	)		45			(42,041	)		5,000			(37,041	)
Other (income) expense					28,556			(11,477	)		(9,685	)		26,764			—			26,764			—			26,764
																												Operating costs and expenses			2,507,512			(2,500	)		2,505,012
																												Operating income (loss)			93,082			2,500			95,582
Other expense																												Other expense			1,965			—			1,965
Interest expense	Interest expense				183,657			89,304			89,916			183,045			—			183,045			(36,558	)(5)		146,487		Interest expense			178,127			(23,318)	(2)		154,809
Equity in (earnings) losses of non-consolidated entities					(17,178	)		4,305			(3,566	)		(9,307	)		—			(9,307	)		—			(9,307	)
Gain on NCM transactions					(64,441	)		—			(64,648	)		207			—			207			—			207
Equity in earnings of non-consolidated entities																												Equity in earnings of non-consolidated entities			(12,559	)		—			(12,559	)
Investment income	Investment income				(491	)		(62	)		(155	)		(398	)		—			(398	)		—			(398	)	Investment income			17,607			—			17,607
Total other expense					130,103			82,070			11,862			200,311			—			200,311			(36,558	)		163,753
Total other expense (income)																												Total other expense (income)			185,140			(23,318	)		161,822
Earnings (loss) from continuing operations
		before income taxes			(172,923	)		(15,337	)		54,137			(242,397	)		45			(242,352	)		41,558			(200,794	)
Earnings (loss) from continuing operations before income taxes																												Earnings (loss) from continuing operations before income taxes			(92,058	)		25,818			(66,240	)
Income tax provision (benefit)	Income tax provision (benefit)				1,950			1,070			5,150			(2,130	)		—			(2,130	)		15,600	(7)		13,470		Income tax provision (benefit)			2,015			9,700	(4)		11,715
Earnings (loss) from continuing operations	Earnings (loss) from continuing operations			$	(174,873	)	$	(16,407	)	$	48,987		$	(240,267	)	$	45		$	(240,222	)	$	25,958		$	(214,264	)	Earnings (loss) from continuing operations		$	(94,073	)	$	16,118		$	(77,955	)
Basic earnings (loss) per share from continuing operations	Basic earnings (loss) per share from continuing operations												$	(187.84	)													Basic earnings (loss) per share from continuing operations		$	(73.54	)				$
Average shares outstanding-Basic	Average shares outstanding-Basic													1,279.08														Average shares outstanding-Basic			1,279.14
Diluted loss per share from continuing operations	Diluted loss per share from continuing operations												$	(187.84	)													Diluted loss per share from continuing operations		$	(73.54	)				$
Average shares outstanding-Diluted	Average shares outstanding-Diluted													1,279.08														Average shares outstanding-Diluted			1,279.14

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements




Table of Contents


AMC ENTERTAINMENT HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS


Kerasotes Acquisition

        On May 24, 2010, we completed the acquisition of substantially all of the assets (92 theatres and 928 screens) of Kerasotes. Kerasotes operated 95 theatres and 972 screens in mid-sized, suburban and metropolitan markets, primarily in the Midwest. More than three quarters of the Kerasotes theatres feature stadium seating and almost 90% have been built since 1994. We acquired Kerasotes based on their highly complementary geographic presence in certain key markets. Additionally, we expect to realize synergies and cost savings related to the Kerasotes acquisition as a result of moving to our operating practices, decreasing costs for newspaper advertising and concessions and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies. The purchase price for the Kerasotes theatres paid in cash at closing was $276.8 million, net of cash acquired, and was subject to working capital and other purchase price adjustments. We paid working capital and other purchase price adjustments of $3.8 million during the second quarter of fiscal 2011, based on the final closing date working capital and deferred revenue amounts and have included this amount as part of the total purchase price.

        The acquisition of Kerasotes is being treated as a purchase in accordance with Accounting Standards Topic 805,Business Combinations. The following is a summary of the final 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 preliminary valuation assessment which falls under Level 3 of the valuation hierarchy:

(In thousands)		Total
Cash		$	809
Receivables, net(1)			3,832
Other current assets			13,428
Property, net			201,520
Intangible assets, net(2)			17,387
Goodwill(3)			119,874
Other long-term assets			4,531
Accounts payable			(13,538	)
Accrued expenses and other liabilities			(12,439	)
Deferred revenues and income			(1,806	)
Capital and financing lease obligations			(12,583	)
Other long-term liabilities(4)			(39,600	)
Total purchase price		$	281,415

---

(1)

Receivables consist of trade receivables recorded at fair value. We did not acquire any other class of receivables as a result of the acquisition of Kerasotes.



(2)

Intangible assets consist of certain Kerasotes' trade names, a non-compete agreement, and favorable leases. See Note 5—Goodwill and Other Intangible Assets to our audited consolidated financial statements for the 52-week period ended March 31, 2011 included elsewhere in this prospectus for further information.



(3)

Goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations. Amounts recorded for goodwill are not subject to amortization and are expected to be deductible for tax purposes.



(4)

Other long-term liabilities consist of certain theatre and ground leases that have been identified as unfavorable.




Table of Contents

        During the 52 weeks ended March 31, 2011, we incurred acquisition-related costs of approximately $12.6 million included in general and administrative expense: merger, acquisition and transaction costs in our consolidated statements of operations. We have expensed acquisition-related transaction costs as incurred pursuant to ASC 805-10.

        In connection with the acquisition of Kerasotes, we divested seven Kerasotes theatres with 85 screens as required by the Antitrust Division of the United States Department of Justice. Proceeds from the divested theatres exceeded the carrying amount of such theatres by $10.7 million, which was recorded as a reduction to goodwill.

        We were also required by the Antitrust Division of the United States Department of Justice to divest of four legacy AMC theatres with 57 screens. We recorded a gain on disposition of assets of $10.1 million for one divested legacy theatre with 14 screens during the 52 weeks ended March 31, 2011, which reduced operating expenses by approximately $10.1 million. Additionally, we acquired two theatres with 26 screens that were received in exchange for three of the legacy AMC theatres with 43 screens.

        A reconciliation of the $275.0 million purchase price as set forth in the acquisition agreement to the total estimated purchase price is as follows:

Base Purchase Price		$	275,000,000
Swap Termination Costs			1,798,000
Closing Date Working Capital Amount			4,617,000
Total estimated purchase price		$	281,415,000

Methods and Significant Assumptions Used in Valuation

Leases

        To evaluate whether the individual standard operating leases being acquired were either favorable or unfavorable, a representative sample of leases from both Kerasotes' and AMC's theatre portfolio was analyzed to develop an estimate of current market terms. Rent, as a percentage of revenue, was considered an appropriate metric to estimate a market term.

        Theatres considered at-market were the theatres in which rent-to-revenue ratio was within a calculated a range equal to one standard deviation around the average. As a secondary test, a comparison of all of the theatres' positive average annual operating cash flow ("OCF") margin was done. Similar to the rent to revenue analysis, a one standard deviation range from the average OCF margin was developed to represent reasonable profitability. Certain theatres within this at-market rent range were deemed favorable or unfavorable depending on the strength of their OCF margin.

        To calculate the value of the favorable and unfavorable leases, the expected rent to be paid annually was compared to a normalized rent level based on the average rent-to-revenue ratio discussed above. The rent differential was calculated over the remaining term of the individual leases for the identified theatres. The difference in rent was then discounted at a rate of return based on rates for similar real property.

Trade Name

        The Royalty Savings or Relief-from-Royalty Method, an income approach (Level 3 fair value measurement), was used to estimate the Fair Value of the ShowPlace and Star trade names. The Royalty Savings Method, estimates the value of a trade name by capitalizing the royalties saved because we own the trade name. The relief from royalty analysis is comprised of two primary steps including: i) the




Table of Contents




determination of the appropriate royalty rate, and ii) the subsequent application of the relief from royalty method.

        The seller has retained the "Kerasotes" name but most of the theatres were branded as either ShowPlace or Star. Therefore we valued the ShowPlace and Star trade names. We plan to preserve the use all of the ShowPlace and Star Theatres' trade names on a total of 46 theatres.

        The royalty savings was calculated by multiplying the royalty rate by the annual revenues for all of the theatres with the ShowPlace or Star names. The royalty rate was established based on various quantitative and qualitative factors. The present value of the after-tax royalty savings was determined using a rate for intangible assets.

Non-Compete Agreement

        As part of the Kerasotes transaction, certain management members of the remaining Kerasotes company ("Potential Competitors") entered into five year non-competition agreements, which prevent them from competing against the sold Kerasotes theatres and all other AMC theatres over the duration of the agreement. The Differential Cash Flow Method, an income approach (Level 3 fair value measurement), was used to value the Non-Competition Agreements.

        Key assumptions used in the Differential Cash Flow Method included assumptions regarding theatre cash flows with and without the non-compete agreements in place, probabilities regarding competitors reentering the market, and a discount rate used to present value cash flows, appropriate for intangible assets.

        Our allocation of purchase price as of May 24, 2010 consisted primarily of:

(a)

Receivables and Current assets acquired from Kerasotes, which excluded $26.7 million of assets in the Kerasotes unaudited condensed statement of assets and liabilities as of March 31, 2010 included elsewhere in this prospectus as such assets were not acquired;



(b)

Property, net which reflects the estimated fair value of furniture, fixtures and equipment, leasehold improvements and real estate;



(c)

Intangible assets, net comprised principally of six theatres with favorable leases of $5.6 million, the ShowPlace and Star trade names of $5.1 million and noncompete agreements with Kerasotes management of $6.4 million;



(d)

Other long-term assets is comprised of Land and Buildings at certain inactive theatre locations;



(e)

Accounts payable and accrued expenses and other liabilities primarily comprised of utility accruals, trade payables, accrued payroll and payroll taxes, and accrued property taxes. We did not assign any fair value to $0.3 million of "Current portion of developer reimbursements," $0.7 million of "Current portion of long-term debt to Parent" or $7.3 million of "Current portion of deferred gain" that are listed on the Kerasotes March 31, 2010 unaudited condensed statement of assets and liabilities included elsewhere in this Prospectus as the "Current portion of developer reimbursements" represented deferred rent which is reduced to $0 fair value in purchase accounting, the "Long-term debt to Parent" was not a liability that was assumed in the acquisition and the deferred gain related to Kerasotes sale lease back transactions is reduced to $0 in purchase accounting;



(f)

Deferred revenues for advance ticket sales, gift card sales and other scrip. As part of its fair value estimation for deferred revenue amounts, we reduced the historical amounts recorded by Kerasotes as of May 24, 2010 by $2.6 million to reflect the expected non-presentment rate based on our accounting policy for these sales. We determined that a $2.6 million reduction to deferred revenues was appropriate based upon our review and evaluation of Kerasotes' actual historical experience




Table of Contents

compared to the company's actual historical experience. This change conforms Kerasotes non-presentment rate for advance ticket sales and gift card sales used to calculate "breakage" to our accounting policy by multiplying Kerasotes' historical cumulative gift card sales and advance ticket sales by our non-presentment rate for these types of items where Kerasotes had not recorded any gift card or advance ticket sale breakage. We believe these non-presentment rates are appropriate, as (i) we believe the characteristics of the historic Kerasotes customer base that purchases gift cards and advance tickets to be similar to our historic customer base, (ii) we have a longer historical record for selling gift cards than Kerasotes, and our more fully developed historical customer data supports the non-presentment rate we used and (iii) we both use the same third party provider to administer gift cards and advance tickets;

(g)

Capital and financing lease obligations were recorded for one location accounted for by Kerasotes as a sale leaseback transaction following the financing method. Deferred rent for two theatre locations totaling $4.1 million included in the Kerasotes March 31, 2010 unaudited condensed statement of assets and liabilities included elsewhere in this prospectus within the line item called "Developer reimbursements" were assigned a fair value of $0 as deferred rent is reduced to $0 fair value in purchase accounting; and



(h)

Other long-term liabilities, comprised of the estimated fair value of 15 theatres with unfavorable leases acquired from Kerasotes of $39.0 million. We did not assign any fair value to $19.9 million of "Long-term debt to Parent," $111.2 million of "Deferred gain from sale-leaseback transactions" or $7.4 million of "Deferred rent and other long-term liabilities" included in the Kerasotes March 31, 2010 unaudited condensed statement of assets and liabilities included elsewhere in this Prospectus as the "Long-term debt to Parent" was not a liability that was assumed in the acquisition and the "Deferred gain" related to Kerasotes sale lease back transactions and deferred rent is reduced to $0 in purchase accounting.

Loss per Share from Continuing Operations

        Loss per share from continuing operations is computed by dividing net loss from continuing operations by the weighted-average number of common shares outstanding. Diluted loss per share from continuing operations includes the effects of outstanding stock options, if dilutive. The following table sets forth the computation of basic and diluted loss from continuing operations per common share:

(in thousands, except per share data)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011				52 Weeks Ended March 29, 2012
Numerator:
Loss from continuing operations		$	(16,407	)	$	(174,873	)	$	(240,267	)		$	(94,073	)
Denominator:
Shares for basic loss per common share			1,279.14			1,278.92			1,279.08				1,279.14
Stock options and nonvested restricted stock			—			—			—				—
Shares for diluted loss per common share			1,279.14			1,278.92			1,279.08				1,279.14
Basic loss from continuing operations per common share		$	(12.83	)	$	(136.73	)	$	(187.84	)		$	(73.54	)
Diluted loss from continuing operations per common share		$	(12.83	)	$	(136.73	)	$	(187.84	)		$	(73.54	)

        Options to purchase 35,684.235,678.2 shares of common stock at a weighted average exercise price of $450 per share and 5,3725,366 shares of nonvested restricted stock were outstanding during the 52 weeks ended March 31, 2011,29, 2012, but were not included in the computation of diluted loss per share since the shares were anti-dilutive. Options to purchase 35,681.42 shares of common stock at a weighted average exercise price of $450 per share and 6,709 shares of nonvested restricted stock were outstanding during the 26 weeks ended and 52 weeks ended September 29, 2011, but were not included in the computation of diluted loss per share since the shares were anti-dilutive.




Table of Contents

Pro Forma Loss per Share from Continuing Operations

        Basic loss per share from continuing operations is computed by dividing net loss from continuing operations by the weighted-average number of common shares outstanding. Diluted loss per share from continuing operations includes the effects of outstanding stock options, if dilutive. The following table sets forth the computation of basic and diluted loss from continuing operations per common share:

(in thousands, except per share data)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011
Numerator:
Earnings (loss) from continuing operations		$	(3,434	)	$	(154,532	)	$	(214,264	)
Denominator:
Shares for basic earnings (loss) per common share
Stock options and nonvested restricted stock
Shares for diluted earnings (loss) per common share
Basic earnings (loss) from continuing operations per common share		$			$			$
Diluted earnings (loss) from continuing operations per common share		$			$			$

(in thousands, except per share data)		52 Weeks Ended March 29, 2012
Numerator:
Earnings (loss) from continuing operations		$
Denominator:
Shares for basic earnings (loss) per common share
Stock options and nonvested restricted stock
Shares for diluted earnings (loss) per common share
Basic earnings (loss) from continuing operations per common share		$
Diluted earnings (loss) from continuing operations per common share		$

        Options to purchase                         shares of common stock at a weighted average exercise price of $      per share were outstanding during the periodsperiod above, but were not included in the computation of diluted earnings per share since the options were anti-dilutive.

Kerasotes Acquisition Pro Forma Adjustments

(1)

Reflects the exclusion of revenues and expenses and disposition of assets and liabilities for theatres disposed of in connection with the approval of the Kerasotes Acquisition by the U.S. Department of Justice:

(thousands of dollars)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011
Revenues			—		$	12,687		$	578
Cost of operations			—			8,610			487
Rent			—			2,854			136
Depreciation & amortization			—			561			—




Table of Contents

(2)

Pro forma adjustments are made to the unaudited pro forma condensed consolidated financial statement of operations for purchase accounting to reflect the following:

(thousands of dollars)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011			Estimated Useful Life			Balance Sheet Classification
Cost of operations:
Remove gain on sale of divested theatres		$	—		$	10,056		$	—
Depreciation and Amortization:
Remove Kerasotes historical amount		$	—		$	(2,702	)	$	—
Buildings and improvements, furniture, fixtures and equipment and leasehold improvements			—			3,754			—			7		Property, net
Favorable leases			—			292			—			3.6		Intangibles, net
Non-compete agreements			—			197			—			5		Intangibles, net
Tradename			—			—			—			Indefinite		Intangibles, net
		$	—		$	1,541		$	—

We determined the estimated useful lives for Buildings and improvements, Furniture fixtures and equipment and Leasehold improvements using our accounting policy for those classes of assets. Building lives assigned were approximately 20 years, Leasehold improvement lives reflect the shorter of the base terms of the corresponding lease agreements or the expected useful lives of the assets. Furniture, fixtures and equipment lives range from 1 to 10 years. The seven year estimated useful life represents the weighted average life for the assets acquired and the majority of the assets acquired were Furniture, fixtures and equipment and Leasehold improvements. Lives for favorable leases reflect the remaining base term of the lease agreements. The five year life for the non-compete agreement reflects the term of the agreement.

The pro forma adjustments for depreciation and amortization were determined by first removing all of the Kerasotes recorded historical amounts of depreciation and amortization which were recorded by Kerasotes based on their historical cost and accounting policies. We then recomputed depreciation and amortization for the appropriate period of time for each period presented to replace the historical amounts recorded by Kerasotes with depreciation and amortization we calculated based on the estimated fair values recorded in purchase accounting divided by the remaining useful lives on a straight-line basis.

(thousands of dollars)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011			Estimated Useful Life			Balance Sheet Classification
Rent:
Kerasotes amortization of deferred gain on sale-leaseback transactions		$	—		$	1,086		$	—
Unfavorable leases			—			(431	)		—			15		Other long-term liabilities
		$	—		$	655		$	—

The pro forma adjustments for rent were determined by removing all of the Kerasotes amortization of deferred gain on sale-leaseback transactions recorded in their historical financial statements and included in the pro forma financial statements within the Rent line as the deferred gain on the sale-leaseback transactions was reduced to a $0 in purchase accounting. We have also




Table of Contents

included amortization of the fair value of the unfavorable leases recorded in purchase accounting and calculated the amounts based on the estimated fair values recorded in purchase accounting divided by the remaining base terms of the lease agreements.

(thousands of dollars)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011
Interest Expense:
Interest expense to Kerasotes Showplace Theatres, LLC and other		$	—		$	(223	)	$	—

We made pro forma adjustments to interest expense to remove the interest expense recorded in Kerasotes historical financial statements related to long-term debt that was not assumed as part of the Kerasotes Acquisition.

(thousands of dollars)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011
Investment Income:
Kerasotes expense related to interest rate swap and other		$	—		$	99		$	—

We made pro forma adjustments to investment income to remove the historical amounts recorded by Kerasotes related to assets not acquired in the Kerasotes Acquisition which was primarily the Kerasotes interest rate swap agreement.

(3)

Represents the expected income tax impact of the Kerasotes Acquisition in U.S. tax jurisdictions at the expected state and federal rate of approximately 37.5%.

Offering Transactions Pro Forma Adjustments

(4)(1)

Reflects the estimated cash sources and uses of funds in connection with the offering Transactions as summarized below.

Sources of Funds		Amount			Uses of Funds		Amount				Amount			Uses of Funds		Amount
		(thousands of dollars)					(thousands of dollars)				(thousands of dollars)					(thousands of dollars)
Proceeds from the sale of common stock		$	350,000		Repayment of principal Parent term loan facility		$	161,047			$	350,000		Repayment of principal 8% senior subordinated notes due 2014—Current		$	51,035
Company cash			223,376		Repayment of PIK interest Parent term loan facility			54,549
					Repayment of principal 8% senior subordinated notes due 2014			300,000						Repayment of principal 8% senior subordinated notes due 2014—Long-term			140,000
					Premium on repayment of 8% senior subordinated notes due 2014			4,000						Repayment of accrued interest on 8% senior subordinated notes due 2014			1,205
					Repayment of accrued interest on 8% senior subordinated notes due 2014			1,912						Lump sum payment under management fee agreement			21,969
					Lump sum payment under management fee agreement			24,368						Underwriting fees for sale of common stock			21,000
					Underwriting fees for sale of common stock			21,000						Professional and consulting fees for sale of common stock			6,500
					Professional and consulting fees for sale of common stock			6,500						Company cash			108,291
		$	573,376				$	573,376			$	350,000				$	350,000




Table of Contents

(4a)(1a)

Pro forma adjustments have been made to stockholders' equity for those income statement items that are not expected to have a continuing impact in connection with the offering Transactions, as follows:

Write off of discount on Parent term loan facility		$	225
Write off of deferred charges on Parent term loan facility			699
Write off of discount on 8% senior subordinated notes due 2014			506
Premium paid on 8% senior subordinated notes due 2014			4,000
		$	5,430

Write off of discount on 8% senior subordinated notes due 2014		$	260
Lump sum payment under Amended & Restated Fee Agreement			21,969
		$	22,229

(5)(2)

Represents the elimination of all interest expense and amortization of discount and deferred charges recorded historically related to the debt obligations to be extinguished with the proceeds from this offering as follows:

(thousands of dollars)		26 Weeks Ended September 29, 2011			52 Weeks Ended March 31, 2011			52 Weeks Ended September 29, 2011				52 Weeks Ended March 29, 2012
Parent term loan facility due 2012 PIK interest(1)		$	5,642		$	10,983		$	11,155
Parent term loan facility due 2012 discount amortization			160			320			320
Parent term loan facility due 2012 deferred charge amortization			489			978			978
8% senior subordinated notes due 2014 interest			11,890			23,935			23,923			$	23,134
8% senior subordinated notes due 2014 discount amortization			92			175			182				184
		$	18,723		$	36,391		$	36,558			$	23,318

---

(1)

Interest rates based on LIBOR plus 5% and ranged from 5.2% to 5.5%.

We made pro forma adjustments to interest expense to remove all of the historical amounts of interest expense included in our consolidated financial statements related to the Parent term loan and 8% senior subordinated notes, which are expected to be extinguished with the proceeds from this offering. The amounts of interest expense we recorded and removed in their entirety were based on LIBOR plus 5% for the $212.8 million principal amount of Parent term loan and 8% for the $300.0 million principal amount of 8% senior subordinated notes multiplied by the outstanding principal balance of each debt agreement. Discount and deferred charge amortization that is eliminated was calculated using the effective interest method over the terms of the debt agreements.

(6)(3)

Reflects the termination of the management fee agreement. The management fee will be terminated in connection with the Transactions as discussed elsewhere in this prospectus.



(7)(4)

Represents the expected income tax impact of the offering Transactions, in U.S. tax jurisdictions at our expected state and federal tax rate of 37.5%.




Table of Contents


SELECTED HISTORICAL FINANCIAL AND OPERATING DATA


        The following table sets forth certain of our selected historical financial and operating data. Our selected financial data for the twenty-six weeks ended September 29, 2011 and September 30, 2010 and for the fiscal years ended March 29, 2012, March 31, 2011, April 1, 2010, April 2, 2009 and April 3, 2008 and March 29, 2007 have been derived from the consolidated financial statements for such periods either included elsewhere in this prospectus or not included herein.

        The selected financial data presented herein should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," consolidated financial statements, including the notes thereto, and our other historical financial information, including the notes thereto, included elsewhere in this prospectus.

				Twenty-six Weeks Ended						Years Ended(1)(3)																		Years Ended(1)(3)
				26 Weeks Ended September 29, 2011			26 Weeks Ended September 30, 2010			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010			52 Weeks Ended April 2, 2009			53 Weeks Ended April 3, 2008			52 Weeks Ended March 29, 2007						52 Weeks Ended March 29, 2012			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010			52 Weeks Ended April 2, 2009			53 Weeks Ended April 3, 2008
				(in thousands, except per share and operating data)																								(in thousands, except per share and operating data)
Statement of Operations Data:	Statement of Operations Data:																								Statement of Operations Data:
Revenues:	Revenues:																								Revenues:
	Admissions			$	953,594		$	907,169		$	1,697,858		$	1,711,853		$	1,580,328		$	1,615,606		$	1,576,924		Admissions			$	1,777,467		$	1,697,858		$	1,711,853		$	1,580,328		$	1,615,606
	Concessions				380,800			355,671			664,108			646,716			626,251			648,330			631,924		Concessions				709,872			664,108			646,716			626,251			648,330
	Other theatre				39,165			31,737			61,002			59,170			58,908			69,108			94,374		Other theatre				113,255			75,133			72,761			73,047			80,397
		Total revenues			1,373,559			1,294,577			2,422,968			2,417,739			2,265,487			2,333,044			2,303,222			Total revenues			2,600,594			2,437,099			2,431,330			2,279,626			2,344,333
Operating Costs and Expenses:	Operating Costs and Expenses:																								Operating Costs and Expenses:
	Film exhibition costs				515,457			481,004			887,758			928,632			842,656			860,241			838,386		Film exhibition costs				945,012			887,758			928,632			842,656			860,241
	Concession costs				51,862			44,301			83,187			72,854			67,779			69,597			66,614		Concession costs				97,236			83,187			72,854			67,779			69,597
	Operating expense(7)				368,518			321,476			713,846			610,774			576,022			572,740			564,206		Operating expense(7)				721,426			713,846			610,774			576,022			572,740
	Rent				235,556			236,035			475,810			440,664			448,803			439,389			428,044		Rent				468,823			475,810			440,664			448,803			439,389
	General and administrative:																								General and administrative:
		Merger, acquisition and transactions costs			1,607			11,186			16,838			2,578			1,481			7,310			12,447			Merger, acquisition and transactions costs			4,206			16,838			2,578			1,481			7,310
		Management fee			2,500			2,500			5,000			5,000			5,000			5,000			5,000			Management fee			5,000			5,000			5,000			5,000			5,000
		Other			28,155			31,118			58,157			58,274			53,800			39,084			45,860			Other			51,495			58,157			58,274			53,800			39,084
	Depreciation and amortization				103,171			100,958			212,413			188,342			201,413			222,111			228,437		Depreciation and amortization				214,029			212,413			188,342			201,413			222,111
	Impairment of long-lived assets				—			—			12,779			3,765			73,547			8,933			10,686		Impairment of long-lived assets				285			12,779			3,765			73,547			8,933
		Operating costs and expenses			1,306,826			1,228,578			2,465,788			2,310,883			2,270,501			2,224,405			2,199,680			Operating costs and expenses			2,507,512			2,465,788			2,310,883			2,270,501			2,224,405
	Operating income (loss)				66,733			65,999			(42,820	)		106,856			(5,014	)		108,639			103,542		Operating income (loss)				93,082			(28,689	)		120,447			9,125			119,928
Other (income) loss	Other (income) loss				(11,477	)		(9,685	)		28,556			(87,793	)		(14,139	)		(12,932	)		(10,267	)	Other (income) loss				1,965			42,687			(74,202	)		—			(1,643	)
Interest expense:	Interest expense:																								Interest expense:
	Corporate borrowings				86,313			86,908			177,459			168,439			182,691			197,721			214,539		Corporate borrowings				172,159			177,459			168,439			182,691			197,721
	Capital and financing lease obligations				2,991			3,008			6,198			5,652			5,990			6,505			4,669		Capital and financing lease obligations				5,968			6,198			5,652			5,990			6,505
Equity in (earnings) losses of non-consolidated entities(5)	Equity in (earnings) losses of non-consolidated entities(5)				4,305			(3,566	)		(17,178	)		(30,300	)		(24,823	)		(43,019	)		(233,704	)	Equity in (earnings) losses of non-consolidated entities(5)				(12,559	)		(17,178	)		(30,300	)		(24,823	)		(43,019	)
Gain on NCM transactions	Gain on NCM transactions				—			(64,648	)		(64,441	)		—			—			—			—		Gain on NCM transactions				—			(64,441	)		—			—			—
Investment income(6)	Investment income(6)				(62	)		(155	)		(491	)		(287	)		(1,759	)		(24,013	)		(17,594	)	Investment income(6)				17,607			(491	)		(287	)		(1,759	)		(24,013	)
Earnings (loss) from continuing operations before income taxes	Earnings (loss) from continuing operations before income taxes				(15,337	)		54,137			(172,923	)		51,145			(152,974	)		(15,623	)		145,899		Earnings (loss) from continuing operations before income taxes				(92,058	)		(172,923	)		51,145			(152,974	)		(15,623	)
Income tax provision (benefit)	Income tax provision (benefit)				1,070			5,150			1,950			(36,300	)		5,800			(7,580	)		28,246		Income tax provision (benefit)				2,015			1,950			(36,300	)		5,800			(7,580	)
Earnings (loss) from continuing operations	Earnings (loss) from continuing operations				(16,407	)		48,987			(174,873	)		87,445			(158,774	)		(8,043	)		117,653		Earnings (loss) from continuing operations				(94,073	)		(174,873	)		87,445			(158,774	)		(8,043	)
Earnings (loss) from discontinued operations, net of income tax provision(2)	Earnings (loss) from discontinued operations, net of income tax provision(2)				(27	)		(25	)		569			(7,534	)		9,728			1,802			(746	)	Earnings (loss) from discontinued operations, net of income tax provision(2)				(25	)		569			(7,534	)		9,728			1,802
	Net earnings (loss)			$	(16,434	)	$	48,962		$	(174,304	)	$	79,911		$	(149,046	)	$	(6,241	)	$	116,907		Net earnings (loss)			$	(94,098	)	$	(174,304	)	$	79,911		$	(149,046	)	$	(6,241	)




Table of Contents

			Twenty-six Weeks Ended						Years Ended(1)(3)																	Years Ended(1)(3)
			26 Weeks Ended September 29, 2011			26 Weeks Ended September 30, 2010			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010			52 Weeks Ended April 2, 2009			53 Weeks Ended April 3, 2008			52 Weeks Ended March 29, 2007					52 Weeks Ended March 29, 2012			52 Weeks Ended March 31, 2011			52 Weeks Ended April 1, 2010			52 Weeks Ended April 2, 2009			53 Weeks Ended April 3, 2008
			(in thousands, except per share and operating data)																							(in thousands, except per share and operating data)
Basic earnings (loss) per share of common stock:	Basic earnings (loss) per share of common stock:																							Basic earnings (loss) per share of common stock:
	Earnings (loss) from continuing operations		$	(12.83	)	$	38.31		$	(136.73	)	$	68.38		$	(123.93	)	$	(6.27	)	$	91.76		Earnings (loss) from continuing operations		$	(73.54	)	$	(136.73	)	$	68.38		$	(123.93	)	$	(6.27	)
	Earnings (loss) from discontinued operations			(0.02	)		(0.02	)		0.44			(5.89	)		7.60			1.40			(0.59	)	Earnings (loss) from discontinued operations			(0.02	)		0.44			(5.89	)		7.60			1.40
	Net earnings (loss) per share		$	(12.85	)	$	38.29		$	(136.29	)	$	62.49		$	(116.33	)	$	(4.87	)	$	91.17		Net earnings (loss) per share		$	(73.56	)	$	(136.29	)	$	62.49		$	(116.33	)	$	(4.87	)
	Average shares outstanding:																							Average shares outstanding:
	Basic			1,279.14			1,278.82			1,278.92			1,278.82			1,281.20			1,282.65			1,282.25		Basic			1,279.14			1,278.92			1,278.82			1,281.20			1,282.65
Diluted earnings (loss) per share of common stock:	Diluted earnings (loss) per share of common stock:																							Diluted earnings (loss) per share of common stock:
	Earnings (loss) from continuing operations		$	(12.83	)	$	37.81		$	(136.73	)	$	68.24		$	(123.93	)	$	(6.27	)	$	91.69		Earnings (loss) from continuing operations		$	(73.54	)	$	(136.73	)	$	68.24		$	(123.93	)	$	(6.27	)
	Earnings (loss) from discontinued operations			(0.02	)		(0.02	)		0.44			(5.88	)		7.60			1.40			(0.58	)	Earnings (loss) from discontinued operations			(0.02	)		0.44			(5.88	)		7.60			1.40
	Net earnings (loss) per share		$	(12.85	)	$	37.79		$	(136.29	)	$	62.36		$	(116.33	)	$	(4.87	)	$	91.11		Net earnings (loss) per share		$	(73.56	)	$	(136.29	)	$	62.36		$	(116.33	)	$	(4.87	)
Average shares outstanding:	Average shares outstanding:																							Average shares outstanding:
	Diluted			1,279.14			1,295.46			1,278.92			1,281.42			1,281.20			1,282.65			1,283.20		Diluted			1,279.14			1,278.92			1,281.42			1,281.20			1,282.65
Balance Sheet Data (at period end):	Balance Sheet Data (at period end):																							Balance Sheet Data (at period end):
Cash and equivalents	Cash and equivalents		$	440,962					$	417,408		$	611,593		$	539,597		$	111,820		$	319,533		Cash and equivalents		$	277,605		$	417,408		$	611,593		$	539,597		$	111,820
Corporate borrowings, including current portion	Corporate borrowings, including current portion			2,316,918						2,312,108			2,271,914			2,394,586			2,287,521			1,864,670		Corporate borrowings, including current portion			2,146,534			2,312,108			2,271,914			2,394,586			2,287,521
Other long-term liabilities	Other long-term liabilities			421,053						432,439			309,591			308,702			350,250			373,943		Other long-term liabilities			426,829			432,439			309,591			308,702			350,250
Capital and financing lease obligations, including current portion	Capital and financing lease obligations, including current portion			63,773						65,675			57,286			60,709			69,983			53,125		Capital and financing lease obligations, including current portion			62,220			65,675			57,286			60,709			69,983
Stockholders' equity	Stockholders' equity			233,748						265,949			439,542			378,484			506,731			1,167,053		Stockholders' equity			157,601			265,949			439,542			378,484			506,731
Total assets	Total assets			3,827,178						3,855,954			3,774,912			3,774,894			3,899,128			4,118,149		Total assets			3,640,267			3,855,954			3,774,912			3,774,894			3,899,128
Other Data:	Other Data:																							Other Data:
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities		$	108,071		$	10,659		$	(16,168	)	$	198,936		$	167,249		$	201,209		$	417,870		Net cash provided by (used in) operating activities		$	137,029		$	(16,168	)	$	198,936		$	167,249		$	201,209
Capital expenditures	Capital expenditures			(56,508	)		(46,711	)		(129,347	)		(97,011	)		(121,456	)		(171,100	)		(142,969	)	Capital expenditures			(139,359	)		(129,347	)		(97,011	)		(121,456	)		(171,100	)
Proceeds from sale/leasebacks	Proceeds from sale/leasebacks			953			1,655			4,905			6,570			—			—			—		Proceeds from sale/leasebacks			953			4,905			6,570			—			—
Operating Data (at period end):	Operating Data (at period end):																							Operating Data (at period end):
Screen additions	Screen additions			26			14			55			6			83			136			107		Screen additions			26			55			6			83			136
Screen acquisitions	Screen acquisitions			—			960			960			—			—			—			32		Screen acquisitions			—			960			—			—			—
Screen dispositions	Screen dispositions			71			183			400			105			77			196			243		Screen dispositions			120			400			105			77			196
Average screens—continuing operations(4)	Average screens—continuing operations(4)			4,999			5,035			5,086			4,485			4,545			4,561			4,627		Average screens—continuing operations(4)			4,977			5,086			4,485			4,545			4,561
Number of screens operated	Number of screens operated			5,083			5,304			5,128			4,513			4,612			4,606			4,666		Number of screens operated			5,034			5,128			4,513			4,612			4,606
Number of theatres operated	Number of theatres operated			351			378			360			297			307			309			318		Number of theatres operated			346			360			297			307			309
Screens per theatre	Screens per theatre			14.5			14.0			14.2			15.2			15.0			14.9			14.7		Screens per theatre			14.5			14.2			15.2			15.0			14.9
Attendance (in thousands)—continuing operations(4)	Attendance (in thousands)—continuing operations(4)			107,102			105,479			194,412			200,285			196,184			207,603			213,041		Attendance (in thousands)—continuing operations(4)			199,884			194,412			200,285			196,184			207,603

---

(1)

A cash dividend of $652.8 million was declared on common stock for fiscal 2008. There were no other cash dividends declared on common stock.



(2)

All periods presented after fiscal 2008 includes earnings and losses from discontinued operations related to 44 theatres in Mexico that were sold during fiscal 2009. Fiscal 2007 includes losses from discontinued operations related to five theatres in Japan that were sold during fiscal 2006 and five theatres in Iberia that were sold during fiscal 2007.



(3)

Fiscal 2008 includes 53 weeks. All other years have 52 weeks.



(4)

Includes consolidated theatres only.



(5)

During fiscal 2012, fiscal 2011, fiscal 2010, fiscal 2009 and fiscal 2008, equity in earnings, including cash distributions from NCM, were $28.5 million, $32.9 million, $34.4 million, $27.7 million and $22.2 million, respectively. During fiscal 2008, equity




Table of Contents

in (earnings) losses of non-consolidated entities includes a gain of $18.8 million from the sale of Hoyts General Cinema South America and during fiscal 2007 a gainAmerica.




Table of $238.8 million related to the NCM, Inc. initial public offering.Contents