UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~For~~SECURITIES ~~the~~EXCHANGE ~~fiscal~~ACT ~~year~~OF ~~ended December 29, 2011~~1934

For the fiscal year ended December 27, 2012

Commission file number: 033-49598

UNITED ARTISTS THEATRE CIRCUIT, INC.

(Exact name of registrant as specified in its charter)

Maryland		13-1424080
(State or Other Jurisdiction of Incorporation or Organization)		(Internal Revenue Service Employer Identification Number)
(State or Other Jurisdiction ofIncorporation or Organization)		(Internal Revenue Service EmployerIdentification Number)
7132 Regal Lane
Knoxville, TN		37918
(Address of Principal Executive Offices)		(Zip Code)
(Address of PrincipalExecutive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 865/922-1123

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o¨

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an¨ ~~accelerated~~Accelerated filer, a¨ ~~non~~Non-accelerated filer orx aSmaller ~~smaller~~ reporting company~~. See~~ ~~the~~¨ ~~definitions~~(Do ofnot ~~“large~~check ~~accelerated~~if ~~filer,”~~a ~~“accelerated~~smallerreporting ~~filer” and “smaller reporting~~ company~~” in Rule 12b-2 of the Exchange Act.~~)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o No x

The registrant is a wholly owned subsidiary of Regal Entertainment Group. As of June 3028, ~~2011~~2012, there were no shares of voting or non-voting common stock held by non-affiliates of the registrant.

The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format permitted by General Instruction I(2).

The number of shares outstanding of $1.00 par value common stock at March 1922, ~~2012~~2013 was 100 shares.

Table of Contents

TABLE OF CONTENTS

PART I		3
Item 1.	Business	3
	The Company	3
	Description of Business	3
	Industry Overview and Trends	4
	Theatre Operations	5
	Film Distribution	6
	Film Exhibition	7
	Concessions	7
	Competition	87
	Marketing and Advertising	8
	Information Technology Systems	8
	Seasonality	9
	Employees	9
	Regulation	9
Item 1A.	Risk Factors	109
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II		12
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Overview and Basis of Presentation	1312
	Critical Accounting Estimates	13
	Significant Events and Fiscal 2012 Outlook	15
	Significant Events and Fiscal 2013 Outlook	15
	Results of Operations	1615
	Quarterly Results	2120
	Liquidity and Capital Resources	2120
	Contractual Cash Obligations and Commitments	2422
	Off-Balance Sheet Arrangements	2423
	Recent Accounting Pronouncements	2423
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2523
Item 8.	Financial Statements and Supplementary Data	2523
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4643
Item 9A.	Controls and Procedures	4643
Item 9B.	Other Information	4643
PART III		47
Item 10.	Directors, Executive Officers and Corporate Governance	4743
Item 11.	Executive Compensation	4743
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4743
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4744
Item 14.	Principal Accounting Fees and Services	4744
PART IV		48
Item 15.	Exhibits, Financial Statement Schedules	4844
Signatures		5146

Table of Contents

UNITED ARTISTS THEATRE CIRCUIT, INC.

PART I

Some of the information in this Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Form 10-K, including, without limitation, certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” may constitute forward-looking statements. In some cases you can identify these “forward-looking statements” by words like “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these statements. The discussion and analysis of our financial condition and results of operations found within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto included in Part II, Item 8 of this Form 10-K. The Company’s actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include those discussed in Item 1 and Item 1A as well as those discussed elsewhere in this Form 10-K.

Item 1. BUSINESS

THE COMPANY

United Artists Theatre Company (the “"Parent”" or “"United Artists”"), a Delaware corporation organized in February 2002, is the parent company of United Artists Theatre Circuit, Inc. (“"we,”" “"us,”" “"our,”" the “"Company”" or “"UATC”"), a Maryland corporation organized in May 1926, and United Artists Realty Company (“UAR”), which is the parent company of United Artists Properties I Corp. (“"Prop I”"). UATC leases certain theatres from Prop I. The terms UATC and the Company shall be deemed to include the respective subsidiaries of such entity when used in discussions included herein regarding the current operations or assets of such entity.

United Artists became a wholly owned subsidiary of Regal Entertainment Holdings, Inc. (“"REH”") through a series of transactions in 2002. REH is a wholly owned subsidiary of Regal Entertainment Group (“"REG”" or “"Regal”") who acquired Regal Cinemas Corporation (“"Regal Cinemas”"), United Artists and Edwards Theatres, Inc. (“"Edwards”") through a series of transactions on April 12, 2002. For a detailed discussion of the transactions resulting in Regal’s acquisition of its subsidiaries, see Note 2 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

On August 17, 2005, REH transferred the stock of United Artists to Regal Cinemas, Inc. (“"RCI”"). As a result, United Artists and its subsidiaries became subsidiaries of RCI.

Our Internet address is www.uatc.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to these reports, are available free of charge on our Internet website under the heading “"Investor Relations”" as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “"Commission”"). The contents of our Internet website are not incorporated into this report.

The Company manages its business under one reportable segment: theatre exhibition operations.

DESCRIPTION OF BUSINESS

As of December 2927, ~~2011~~2012, we operated ~~527~~485 screens in 6054 theatres in 17 states with over 1615 million annual attendees for the fiscal year ended December 2927, ~~2011~~2012 (“"fiscal ~~2011”~~2012"). Our theatres are managed by RCI, a wholly owned subsidiary of Regal, pursuant to a management arrangement described below. We operate multi-screen theatres and have an average of 89.80 screens per location. Theatre operations in six states (New York, California, ~~Mississippi,~~ Maryland, Texas, Mississippi, and ~~New Jersey~~Florida) accounted for approximately 7072.02% and 6870.95% of our total theatres and screens, respectively, as of December 27, 2012 and approximately 79.0% of UATC’s theatrical revenue for fiscal 2012.

3We have historically upgraded our theatre circuit by retrofitting existing theatres and strategically closing and disposing of under-performing theatres. Approximately 66% of our screens are in theatres with 10 or more screens. As of December 27, 2012, we operate 27 theatres (295 screens) which offer stadium seating, representing approximately 61% of our screens.

~~Table of Contents~~3

~~and~~Table ~~screens, respectively, as~~ of ~~December 29, 2011 and approximately 77.8% of UATC’s theatrical revenue for fiscal 2011.~~Contents

WeThe ~~have~~Company’s ~~historically~~fiscal ~~upgraded~~year ~~our~~ends ~~theatre~~on ~~circuit~~the byfirst ~~retrofitting~~Thursday ~~existing~~after ~~theatres~~December 25, ~~and~~which ~~strategically~~in ~~closing~~certain ~~and~~years ~~disposing~~(such ofas ~~under~~fiscal 2014) results in a 53-~~performing~~week ~~theatres~~fiscal year. ~~Approximately~~ ~~65%~~For offiscal ~~our~~2012, ~~screens~~we ~~are~~reported intotal ~~theatres~~revenues, ~~with~~income 10from oroperations ~~more~~and ~~screens. As~~net income attributable to controlling interest of ~~December 29~~$201.5 million, ~~2011~~$14.6 million and $6.7 million, werespectively. ~~operate~~In 25addition, ~~theatres~~we ~~(276~~generated ~~screens)~~$14.0 ~~which~~million ~~offer~~of ~~stadium~~cash ~~seating,~~flows ~~representing~~from ~~approximately~~operating ~~52%~~activities ofduring ~~our~~fiscal ~~screens~~2012.

~~The~~In ~~Company~~connection with Regal’s ~~fiscal~~acquisition ~~year~~of ~~ends~~its onsubsidiaries, ~~the~~as ~~first~~more ~~Thursday~~fully ~~after~~described ~~December 25, which~~ in ~~certain~~Note ~~years~~2 ~~(such~~to asthe ~~fiscal~~consolidated ~~2008)~~financial ~~results~~statements included in aPart II, Item 538 of this Form 10-~~week~~K, ~~fiscal~~a ~~year.~~management ~~For~~agreement ~~fiscal~~was ~~2011,~~executed webetween ~~reported~~RCI ~~total~~and ~~revenues,~~UATC ~~income~~under ~~from~~which ~~operations~~RCI ~~and~~manages ~~net~~all ~~income~~aspects ~~attributable~~of tothe ~~controlling~~theatre ~~interest~~ operations of ~~$201.2~~UATC ~~million,~~and ~~$10.0~~its ~~million~~subsidiaries and ~~$5.4~~makes ~~million,~~all ~~respectively~~business decisions on behalf of UATC. In ~~addition,~~certain wemarkets ~~generated~~where ~~$11.5~~RCI ~~million~~manages ofUATC ~~cash~~theatre ~~flows~~operations, ~~from~~RCI ~~operating~~also ~~activities~~manages ~~during~~and ~~fiscal~~operates ~~2011~~its own theatres.

InPursuant ~~connection~~to our management agreement with ~~Regal’s~~RCI, ~~acquisition~~RCI, ofthrough ~~its~~an ~~subsidiaries~~agreement with National CineMedia, asLLC ~~more~~("National ~~fully~~CineMedia"), ~~described~~provides inall ~~Note~~on-screen 2and lobby advertising and event services to UATC. We receive a net fee for the ~~consolidated~~use ~~financial~~of ~~statements~~our ~~included~~theatres for such advertising and event services that is recorded in ~~Part~~other revenue. On February II13, ~~Item~~ 82007, National CineMedia Inc. ("NCM Inc."), which serves as the sole manager of ~~this~~National ~~Form 10-K~~CineMedia, acompleted ~~management~~an ~~agreement~~initial ~~was~~public ~~executed~~offering, ~~between~~or IPO, of its common stock. In connection with the completion of the IPO, RCI amended and ~~UATC~~restated ~~under~~its ~~which~~existing exhibitor services agreement ("ESA") with National CineMedia, whereby in exchange for its pro rata share of the IPO proceeds, RCI ~~manages~~agreed ~~all~~to ~~aspects~~a modification of National CineMedia’s payment obligation under the ~~theatre~~ESA. The ~~operations~~modification extended the term of ~~UATC~~the ~~and~~ESA ~~its~~to ~~subsidiaries~~30 ~~and~~years, ~~makes~~provided ~~all~~National ~~business~~CineMedia ~~decisions~~with ona ~~behalf~~five-year right of ~~UATC.~~first Inrefusal ~~certain~~beginning ~~markets~~one ~~where~~year prior to the end of the term and changed the basis upon which RCI ~~manages~~is ~~UATC~~paid by National CineMedia from a percentage of revenues associated with advertising contracts entered into by National CineMedia to a monthly theatre ~~operations,~~access fee. On-screen advertising time provided to our beverage concessionaire is provided by National CineMedia under the terms of their agreement with RCI. See ~~also~~Note ~~manages~~5 ~~and~~to ~~operates~~the ~~its~~consolidated ~~own~~financial ~~theatres~~statements included in Part II, Item 8 of this Form 10-K.

~~Pursuant~~INDUSTRY toOVERVIEW ~~our~~AND management agreement with RCI, RCI, through an agreement with National CineMedia, LLC (“National CineMedia”), provides all on-screen and lobby advertising and event services to UATC. We receive a net fee for the use of our theatres for such advertising and event services that is recorded in other revenue. On February 13, 2007, National CineMedia Inc. (“NCM Inc.”), a newly formed entity that serves as the sole manager of National CineMedia, completed an initial public offering, or IPO, of its common stock. In connection with the completion of the IPO, RCI amended and restated its existing exhibitor services agreement (“ESA”) with National CineMedia, whereby in exchange for its pro rata share of the IPO proceeds, RCI agreed to a modification of National CineMedia’s payment obligation under the ESA. The modification extended the term of the ESA to 30 years, provided National CineMedia with a five-year right of first refusal beginning one year prior to the end of the term and changed the basis upon which RCI is paid by National CineMedia from a percentage of revenues associated with advertising contracts entered into by National CineMedia to a monthly theatre access fee. On-screen advertising time provided to our beverage concessionaire is provided by National CineMedia under the terms of their agreement with RCI. See Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.TRENDS

~~INDUSTRY~~The ~~OVERVIEW~~domestic ~~AND~~motion ~~TRENDS~~picture exhibition industry is a mature business that has historically maintained steady long-term growth in revenues and attendance. Since 1965, total box office revenues have grown at a compound annual growth rate of approximately 5% with annual attendance of approximately 1.4 billion attendees in 2012. Against this background of steady long-term growth in revenues and attendance, the exhibition industry has experienced periodic short-term increases and decreases in attendance and, consequently, box office revenues. We expect the cyclical nature of the domestic motion picture exhibition industry to continue for the foreseeable future.

~~The~~More recently, the domestic motion picture exhibition industry ishas aexperienced ~~mature~~increased ~~business~~competition ~~that~~from ~~has~~other ~~historically~~methods ~~maintained~~of ~~steady~~delivering ~~long-term~~films ~~growth~~to consumers, including cable television, in-home ~~revenues~~video and ~~attendance.~~DVD, ~~Since~~satellite ~~1965,~~and ~~total~~pay-per-view ~~box~~services ~~office~~such ~~revenues~~as ~~have~~video ~~grown~~on atdemand aand ~~compound~~downloads ~~annual~~via ~~growth~~the ~~rate~~Internet. ofTraditionally, ~~approximately~~when 5%motion ~~with~~picture ~~annual~~distributors ~~attendance~~license oftheir ~~approximately~~films ~~1.3 billion~~to ~~attendees~~the indomestic ~~2011.~~exhibition ~~Against~~industry, ~~this~~they ~~background~~refrain from licensing their products to other delivery channels for a period of ~~steady~~time, ~~long-term~~commonly ~~growth~~called inthe ~~revenues~~theatrical ~~and~~release ~~attendance~~window. Over the past several years, the ~~exhibition~~average ~~industry~~period ~~has~~between ~~experienced~~a ~~periodic~~film's ~~short-term~~theatrical ~~increases~~release and ~~decreases~~its in-home ~~attendance~~video ~~and,~~or ~~consequently,~~DVD ~~box~~release ~~office~~has ~~revenues~~remained relatively stable. WeHowever, ~~expect~~we believe that a material contraction of the ~~cyclical~~theatrical ~~nature~~release window could significantly dilute the consumer appeal of the ~~domestic~~out-of-home motion picture ~~exhibition~~offering. ~~industry~~As toa result, we continue ~~for~~to monitor the ~~foreseeable~~status ~~future~~of the theatrical release window during our film licensing decisions. Fundamentally, we believe that movie-going is a convenient, affordable and attractively priced form of out-of-home entertainment, which, on an average price per patron basis, continues to compare favorably to other out-of-home entertainment alternatives, such as concerts and sporting events.

~~More~~The ~~recently, the~~ domestic motion picture ~~exhibition~~ industry ~~has~~is ~~experienced~~in ~~increased~~the ~~competition~~process ~~from~~of ~~other~~converting ~~methods~~from offilm-based ~~delivering~~media ~~films~~ to ~~consumers~~electronic-based media, including ~~cable~~the ~~television,~~distribution of feature films in~~-home~~ ~~video~~a ~~and~~digital ~~DVD,~~format ~~satellite~~rather ~~and~~than ~~pay~~a 35 mm film format. Virtually all entertainment content today can be exhibited digitally. Digital projection produces a consistent state-~~per~~of-~~view~~the-art ~~services~~presentation ~~such~~for patrons as ~~video~~there onis ~~demand~~no ~~and~~degradation ~~downloads~~of ~~via~~image over the ~~Internet.~~exhibition ~~Traditionally,~~period ~~when~~of the motion picture. ~~distributors~~We ~~license~~believe ~~their~~that ~~films~~operating toa ~~the~~digital ~~domestic~~theatre ~~exhibition~~circuit ~~industry,~~enables ~~they~~us ~~refrain~~to generate incremental revenue from ~~licensing~~differentiated ~~their~~motion ~~products~~picture toformats ~~other~~such ~~delivery~~as ~~channels~~digital ~~for~~3D, agenerate ~~period~~additional revenue from exhibition of ~~time,~~specialty ~~commonly~~content ~~called~~offerings ~~the~~and ~~theatrical~~provide ~~release~~greater ~~window.~~flexibility ~~Over~~in ~~the~~scheduling ~~past~~our ~~several~~programming ~~years~~content, ~~the~~which ~~average~~we ~~period~~expect ~~between~~will aenhance ~~film’s~~our ~~theatrical~~capacity ~~release~~utilization. ~~and~~We ~~its~~believe ~~in-home~~the ~~video~~benefits orassociated ~~DVD~~with ~~release~~digital ~~has~~technologies ~~remained~~will ~~relatively~~be ~~stable.~~significant ~~However,~~for weour ~~believe~~theatre ~~that~~circuit aand ~~material~~provide ~~contraction~~us ofwith the ~~theatrical~~opportunity ~~release~~for ~~window~~incremental ~~could~~revenue. ~~significantly~~We ~~dilute~~are pleased with the ~~consumer~~benefits ~~appeal~~and offuture ~~the~~potential ~~out-~~of~~-home~~ ~~motion~~digital ~~picture~~cinema ~~offering.~~primarily Asas ait ~~result,~~relates weto ~~continue~~3D tofilm ~~monitor~~product ~~the~~and ~~status~~other of3D ~~the~~content ~~theatrical~~and ~~release~~with ~~window~~the ~~during~~continued ~~our~~support ~~film~~of ~~licensing~~3D ~~decisions.~~film ~~Fundamentally,~~product weby ~~believe~~the ~~that~~major ~~movie-going~~motion ispicture astudios. ~~convenient,~~As ~~affordable~~directors and ~~attractively~~producers ~~priced~~continue ~~form~~to ofembrace ~~out-of-home~~new ~~entertainment,~~technology ~~which,~~in ontheir anproductions, ~~average~~we ~~price~~expect ~~per~~new ~~patron~~and ~~basis,~~innovative ~~continues~~content generation to ~~compare~~continue. ~~favorably~~To tothat ~~other~~end, ~~out-of-home~~during ~~entertainment~~2007, ~~alternatives~~Regal, ~~such~~along aswith ~~concerts~~AMC Entertainment, Inc. ("AMC") and ~~sporting~~Cinemark, ~~events~~Inc. ("Cinemark"), formed Digital Cinema Implementation

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The domestic motion picture industry is in the process of converting from film-based media to electronic-based media, including the distribution of feature films in a digital format rather than a 35 mm film format. Virtually all entertainment content today can be exhibited digitally. Digital projection produces a consistent state-of-the-art presentation for patrons as there is no degradation of image over the exhibition period of the motion picture. We believe that operating a digital theatre circuit has enabled us to generate incremental revenue from differentiated motion picture formats such as digital 3D, generate additional revenue from exhibition of specialty content offerings and provide greater flexibility in scheduling our programming content, which we expect will enhance our capacity utilization. We believe the benefits associated with digital technologies will be significant for our theatre circuit and provide us with the opportunity for incremental revenue. We are pleased with the benefits and future potential of digital cinema primarily as it relates to 3D film product and other 3D content and with the continued support of 3D film product by the major motion picture studios. As directors and producers continue to embrace new technology in their productions, we expect new and innovative content generation to continue. To that end, during fiscal 2007, Regal, along with AMC Entertainment, Inc. (“AMC”) and Cinemark, Inc. (“Cinemark”), formed a joint venture company known as Digital Cinema Implementation Partners, LLC (“"DCIP”"), to create a financing model and execute agreements with major motion picture studios for the implementation of digital cinema ~~in our theatres~~. ~~Each~~During offiscal ~~Regal,~~2010 ~~AMC~~ and ~~Cinemark has an equal voting interest in DCIP. During~~ fiscal ~~2010~~2011, DCIP executed definitive agreements and related financing transactions in connection with the conversion to digital projection. Concurrent with closing, RCI entered into a master equipment lease agreement (the “"Master Lease”") and other related agreements (collectively, the “"Digital Cinema Agreements”") with Kasima, LLC, a wholly- owned subsidiary of DCIP. Subsequent to the execution of the Digital Cinema Agreements, UATC distributed its existing digital projection systems with a net book value of approximately $2.7 million to RCI (see Note 5 — “"Related Party Transactions”" for further discussion related to DCIP). As ~~During~~of ~~fiscal~~December ~~2011~~27, we2012, ~~completed~~ our ~~deployment~~conversion ofto ~~3D compatible~~ digital ~~projection~~cinema ~~systems~~was toessentially ~~theatres~~complete ~~across~~as ~~our circuit. As of December 29, 2011,~~ we operated ~~345~~473 screens outfitted with digital projection systems, ~~257~~235 of which are digital 3D capable.

We believe a modern megaplex featuring stadium seating is preferred by patrons over a sloped-floor multiplex theatre, the predominant theatre-type built prior to 1996. We believe theatres larger than the current 10 to 18 screen megaplex are not able to generate attractive returns in most locations because of the substantial market suitability requirements to generate a level of profitability similar to the current megaplex format. We also believe that another evolution of theatre formats beyond the current megaplex is unlikely to occur in the foreseeable future.

THEATRE OPERATIONS

UATC operates ~~527~~485 screens in 6054 theatres in 17 states as of December 2927, ~~2011~~2012. We primarily operate multi-screen theatres. Our multi-screen theatre complexes typically feature auditoriums ranging from 100 to 500 seats each. As a result, our theatres appeal to a diverse group of patrons because we offer a wide selection of films and convenient show times. In addition, many of our theatres feature state-of-the-art amenities such as immersive wall-to-wall and floor-to-ceiling screens, Sony Digital Cinema™ 4K projection systems, digital stereo surround-sound, closed-captioning, multi-station concessions stands, computerized ticketing systems, plush stadium seating with cup holders and retractable armrests, enhanced interiors and exteriors, and video game areas adjacent to the theatre lobby.

Our multi-screen theatres are designed to increase profitability by optimizing revenues per square foot while reducing our operational costs on a per attendee basis. We vary auditorium seating capacities within the same theatre, allowing us to exhibit films on a more cost effective basis for a longer period of time by shifting films to smaller auditoriums to meet changing attendance levels. In addition, we realize significant operating efficiencies by having common box office, concessions, projection, lobby and restroom facilities, which enables us to spread some of our costs, such as payroll, advertising, rent and utility costs over a higher revenue base. We stagger movie show times to reduce staffing requirements and lobby congestion and to provide more desirable parking and traffic flow patterns. We also actively monitor ticket sales in order to quickly recognize demand surges, which enables us to add seating capacity quickly and efficiently. In addition, we offer various forms of convenient ticketing methods, including print-at-home technology, self-serve kiosks, ~~and~~ e-gift cards. and mobile ticketing. We believe that operating a theatre circuit consisting primarily of modern theatres enhances our ability to attract patrons.

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The following table details the number of locations and theatre screens in our theatre circuit ranked by the number of screens in each state as of December 2927, ~~2011~~2012:

State	Locations	Number of Screens
New York	1512	~~110~~100
California	9	7569
Mississippi	7	56
Maryland	4	46
Texas	4	45
New Jersey	3	31
Florida	3	26
Florida	3	26
New Jersey	2	24
Pennsylvania	3	24
Colorado	2	24
Colorado	2	24
Louisiana	2	16
Indiana	2	19
Pennsylvania	2	15
Louisiana	2	16
Michigan	1	14
Michigan	1	14
Arkansas	1	12
Arkansas	1	12
Virginia	1	10
Virginia	1	10
Indiana	1	9
Nevada	1	8
North Carolina	1	7
Georgia	1	4
Total	6054	~~527~~485

We have implemented a best practices management program across all of our theatres, including daily, weekly, monthly and quarterly management reports generated for each individual theatre and we maintain active communication between the theatres, divisional management and corporate management. We use these management reports and communications to closely monitor admissions and concessions revenues as well as accounting, payroll and workforce information necessary to manage our theatre operations effectively and efficiently.

We seek experienced theatre managers and require new theatre managers to complete a comprehensive training program within the theatres and at the “"Regal Entertainment University,”" which is held at ~~our~~Regal's corporate office. The program is designed to encompass all phases of theatre operations, including our operating philosophy, policies, procedures and standards. In addition, we have an incentive compensation program for theatre-level management that rewards theatre managers for controlling operating expenses while complying with our operating standards.

In addition, we have implemented quality assurance programs in all of our theatres to maintain clean, comfortable and modern facilities. To maintain quality and consistency within our theatre circuit, district and regional managers regularly inspect each theatre. We also operate a “"mystery shopper”" program, which involves unannounced visits by unidentified customers who report on the quality of service, film presentation and cleanliness at individual theatres.

FILM DISTRIBUTION

Domestic movie theatres are the primary initial distribution channel for domestic film releases. The theatrical success of a film is often the most important factor in establishing its value in other film distribution channels. Motion pictures are generally made available through several alternative distribution methods after the theatrical release date, including in-home video and DVD, cable television, broadcast television and satellite, pay-per-view services such as video on demand and downloads via the Internet. A strong opening run at the theatre can help establish a film’'s success and substantiate the film’'s revenue potential. For example, the value of home video, DVD and pay cable distribution agreements frequently depends on the success of a film’'s theatrical release. As the primary distribution mechanism for the public’'s evaluation of films, we believe that domestic theatrical distribution remains the cornerstone of a film’'s overall financial success.

The development of additional distribution channels has given motion picture producers the ability to generate a greater portion of a film’'s revenues through channels other than its theatrical release. Historically, this potential for increased ~~revenue after a film’s initial theatrical release has enabled major motion picture studios and~~

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revenue after a film's initial theatrical release has enabled major motion picture studios and some independent producers to increase the budgets for film production and advertising.

FILM EXHIBITION

Evaluation of Film. We license films on a film-by-film and theatre-by-theatre basis by negotiating directly with film distributors. Prior to negotiating for a film license, we evaluate the prospects for upcoming films. Criteria we consider for each film may include cast, producer, director, genre, budget, comparative film performances and various other market conditions. Successful licensing depends greatly upon the exhibitor’s knowledge of trends and historical film preferences of the residents in markets served by each theatre, as well as the availability of commercially successful motion pictures.

Access to Film Product. Films are licensed from film distributors owned by major production companies and from independent film distributors that distribute films for smaller production companies. Film distributors typically establish geographic licensing zones and allocate each available film to one theatre within that zone.

In licensing zones where we are the sole exhibitor, we obtain film licenses by selecting a film from among those films being offered and negotiating directly with the distributor. In zones where there is competition, a distributor will allocate films among the exhibitors in the zone. When films are licensed under the allocation process, a distributor will select an exhibitor for each film who then negotiates film rental terms directly with the distributor.

Film Rental Fees. Film licenses typically specify rental fees or formulas by which rental fees may be calculated. The primary formulas used are ~~the “~~"sliding scale~~” formula~~," ~~a “~~"firm term”" ~~formula~~ and ~~a “~~"review or settlement.” " Under a sliding scale formula, the distributor receives a percentage of the box office receipts using a pre-determined and mutually agreed upon film rental template. This formula establishes film rental predicated on box office performance and is the predominant formula used by us to calculate film rental fees. Under the firm term formula, the exhibitor and distributor agree prior to the exhibition of the film on a specified percentage of the box office receipts to be remitted to the distributor. Lastly, under the review or settlement method, the exhibitor and distributor negotiate a percentage of the box office receipts to be remitted to the distributor upon completion of the theatrical engagement. These negotiations typically involve the use of historical settlements or past precedent.

Duration of Film Licenses. The duration of our film licenses are negotiated with our distributors on a case-by-case basis. The terms of our license agreements depend on performance of each film. Marketable movies that are expected to have high box office admission revenues will generally have longer license terms than movies with more uncertain performance and popularity.

Relationship with Distributors. Many distributors provide quality first-run movies to the motion picture exhibition industry. For fiscal ~~2011~~2012, films shown from our ten major film distributors accounted for approximately 9394% of our admissions revenues. Five of the ten major film distributors each accounted for more than 10% of fiscal ~~2011~~2012 admission revenues. No single film distributor accounted for more than 20% of fiscal ~~2011~~2012 admissions revenues. We license films from each of the major distributors and believe that our relationships with these distributors are good. From year to year, the revenues attributable to individual distributors will vary widely depending upon the number and popularity of films that each one distributes.

CONCESSIONS

We generated approximately 26.43% of our total revenues from concessions sales during fiscal ~~2011~~2012. We emphasize prominent and appealing concession stations designed for rapid and efficient service. We continually seek to increase concessions sales by optimizing product mix and through expansion of our concession offerings, introducing special promotions from time to time and offering employee training and incentive programs to up-sell and cross-sell products. We have favorable concession supply contracts and have developed an efficient concession purchasing and distribution supply chain. RCI, pursuant to its management agreement, negotiates directly with manufacturers for many of our concession items to obtain competitive prices and to ensure adequate supplies.

7COMPETITION

~~Table~~The motion picture exhibition industry is highly competitive. Motion picture exhibitors generally compete on the basis of ~~Contents~~the following competitive factors:

~~COMPETITION~~•ability to secure films with favorable licensing terms;

~~The motion picture exhibition industry is highly competitive. Motion picture exhibitors generally compete on the basis of the following competitive factors:~~7

~~· ability~~Table toof ~~secure films with favorable licensing terms;~~Contents

· •availability of stadium seating, location, reputation and seating capacity;

· •quality of projection and sound systems;

· •appeal of our concession products; and

· •ability and willingness to promote the films that are showing.

We have several hundred competitors nationwide, which vary substantially in size, from small independent exhibitors to large national chains such as AMC and Cinemark. As a result, our theatres are subject to varying degrees of competition in the regions in which they operate. Our competitors, including newly established motion picture exhibitors, may build new theatres or screens in areas in which we operate, which may result in increased competition and excess capacity in those areas. If this occurs, it may have an adverse effect on our business and results of operations. In addition, there are markets that contain both RCI and UATC theatres. The existence of RCI theatres in these markets could have an impact on UATC film allocation and attendance.

We also compete with other motion picture distribution channels, including home video and DVD, cable television, broadcast television and satellite, pay-per-view services such as video on demand and downloads via the Internet. Other technologies ~~such as video on demand~~ could also have an adverse effect on our business and results of operations. When motion picture distributors license their products to the domestic exhibition industry, they refrain from licensing their motion pictures to these other distribution channels for a period of time, commonly called the theatrical release window. The theatrical release window has been stable over the past ~~five~~several ~~to six~~ years. However, we believe that a material contraction of the theatrical release window could significantly dilute the consumer appeal of the out-of-home motion picture offering. As a result, we continue to monitor the status of the theatrical release window during our film licensing decisions.

In addition, we compete for the public’s leisure time and disposable income with other forms of entertainment, including sporting events, concerts, live theatre and restaurants.

MARKETING AND ADVERTISING

Currently, film distributors organize and finance multimedia advertising campaigns for major film releases. To market our theatres, we utilize Internet, mobile and social media, print and multimedia advertising to inform our patrons of film selections and show times. In many of our markets, we employ special interactive marketing programs for specific films and concessions items.

We participate in a frequent moviegoer loyalty program sponsored by REG, named the Regal Crown Club®, in all of our markets and it is the largest loyalty program in our industry. Regal Crown Club® members are eligible for specified awards, such as concession items, based on purchases made at our ~~participating~~ theatres. Through the Regal Crown Club®, we seek to enhance the customer experience and increase frequency of purchases to generate additional revenue. As of December 2927, ~~2011~~2012, REG had ~~over~~nearly ~~six~~seven million active members in the Regal Crown Club®. In addition, we seek to develop patron loyalty through a number of other marketing programs such as selective discounting in certain markets, summer children’s film series, cross-promotional ticket redemptions and promotions within local communities. During Wefiscal ~~plan~~2012, REG launched a new mobile application designed to ~~use~~give ~~these~~customers ~~programs~~quick inaccess ~~future~~to ~~markets~~box ~~where~~office weinformation ~~believe~~via ~~patron~~their ~~loyalty~~Apple ~~can~~iPhone® beor ~~further~~Android™ ~~enhanced~~phone. The application provides customers the ability to find films, movie information, showtimes, special offers and ~~will~~purchase ~~continue~~tickets tofor ~~evaluate~~local ~~our~~theatres, ~~markets~~thereby onexpediting athe ~~case-by-case~~admissions ~~basis~~process. Additionally, the application will help customers stay up-to-date ~~determine~~on the ~~suitability~~latest ofcoupons ~~these~~and ~~programs~~Regal inCrown ~~individual~~Club® ~~regions~~loyalty program promotions.

INFORMATION TECHNOLOGY SYSTEMS

Information Technology (“"IT”") is focused on the customer experience and supporting the efficient operation of our theatres, the management of our business and other revenue-generating opportunities. The revenue streams generated by attendance and concession sales are fully supported by information systems to monitor cash flow and to detect fraud and inventory shrinkage. We have implemented software and hardware solutions which provide for enhanced capabilities and efficiency within our theatre operations. These solutions have enabled us to sell gift cards at various major retailers, grocery and warehouse stores and to redeem those gift cards at our theatre box offices and concession stands. We continue to expand our ability to sell tickets remotely by using our Internet ticketing partner, Fandango.com, and by offering self-service alternatives, such as ticketing kiosks, print-at-home ticketing, and mobile ticketing. Our Apple iPhone® or Android™ phone application provides customers the ability to find films, movie information, showtimes, special offers from Regal and purchase

Table of Contents

~~generated~~tickets by attendance and concession sales are fully supported by information systems to monitor cash flow and to detect fraud and inventory shrinkage. We have implemented software and hardware solutions which provide for ~~enhanced~~local ~~capabilities and efficiency within our theatre operations. These solutions have enabled us to sell gift cards at various major retailers~~theatres, grocery stores and mass discounters and to redeem those gift cards at our theatre box offices and concession stands. We continue to expand our ability to sell tickets remotely by using our Internet ticketing partner, Fandango.com, and by offering self-service alternatives, such as ticketing kiosks, print-at-home ticketing and mobile ticketing. Mobile ticketing allows customers to receive movie tickets on their mobile phones, thereby expediting the ~~admission~~admissions process. We continue to strategically pursue technologies to improve services to our patrons and provide information to our management, allowing them to operate our theatres efficiently.

In addition, our scheduling systems support the coordination needed to properly allocate our auditoriums between film showings and meetings and events ~~of National CineMedia~~, while also ensuring that movie audiences view the intended advertising and that revenue is allocated to the appropriate business function. The scheduling systems also provide information electronically and automatically to the media outlets, including newspapers and various online media outlets to drive attendance to our theatres. The sales and attendance information collected by the theatre systems is used directly for film booking and settlement as well as being the primary source of data for our financial systems.

SEASONALITY

Our revenues are usually seasonal, coinciding with the timing of releases of motion pictures by the major distributors. Generally, motion picture studios release the most marketable motion pictures during the summer and the holiday season. The unexpected emergence of a hit film during other periods can alter the traditional trend. The timing of movie releases can have a significant effect on our results of operations, and the results of one fiscal quarter are not necessarily indicative of results for the next fiscal quarter or any other fiscal quarter. The seasonality of motion picture exhibition, however, has become less pronounced as motion picture studios are releasing motion pictures somewhat more evenly throughout the year.

EMPLOYEES

As of December 2927, ~~2011~~2012, we employed approximately 1,~~629~~493 persons. ~~Some of our facilities employ union projectionists.~~ The Company considers its employee relations to be good.

REGULATION

The distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. Consent decrees effectively require major film distributors to offer and license films to exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, exhibitors cannot assure themselves of a supply of films by entering into long-term arrangements with major distributors, but must negotiate for licenses on a film-by-film basis.

Our theatres must comply with Title III of the Americans with Disabilities Act of 1990 (the “"ADA”") to the extent that such properties are “"public accommodations”" and/or “"commercial facilities”" as defined by the 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, award of damages to private litigants and additional capital expenditures to remedy such non-compliance.

We believe that we are in substantial compliance with all current applicable regulations relating to accommodations for the disabled. We intend to comply with future regulations in this regard and except as set forth in Note 8 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, we do not currently anticipate that compliance will require us to expend substantial funds.

Our theatre operations are also subject to federal, state and local laws governing such matters as wages, working conditions, citizenship and health and sanitation and environmental protection requirements. We believe that we are in substantial compliance with all relevant laws and regulations.

9Item 1A. RISK FACTORS

~~Table~~Our ofsubstantial ~~Contents~~lease obligations could impair our financial condition.

We have substantial lease obligations. For fiscal 2012, our total rent expense was approximately $35.6 million. As of December 27, 2012, we ~~are~~had intotal ~~substantial~~contractual ~~compliance~~cash ~~with~~obligations ~~all~~of ~~relevant~~approximately ~~laws~~$154.9 million. For a detailed discussion of our contractual cash obligations and ~~regulations~~other commercial commitments over the next several years, refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Cash Obligations and Commitments" provided in Part II, Item 7 of this Form 10-K.

~~Item~~If 1Awe are unable to meet our lease obligations, we could be forced to restructure our obligations and seek additional funding from our Parent, a wholly owned subsidiary of Regal, or sell assets. ~~RISK~~We ~~FACTORS~~may be unable to restructure our obligations

~~Our substantial lease obligations could impair our financial condition.~~9

WeTable ~~have substantial lease obligations. For fiscal 2011, our total rent expense was approximately $35.2 million. As~~ of December 29, 2011, we had total contractual cash obligations of approximately $178.0 million. For a detailed discussion of our contractual cash obligations and other commercial commitments over the next several years, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Cash Obligations and Commitments” provided in Part II, Item 7 of this Form 10-K.Contents

~~If we are unable to meet our lease obligations, we could be forced to restructure our obligations~~ and ~~seek additional funding from our Parent, a wholly owned subsidiary of Regal, or sell assets. We may be unable to restructure our obligations and~~ obtain additional funding from our Parent or sell assets on satisfactory terms or at all. As a result, the inability to meet our lease obligations could cause us to default on those obligations. Many of our lease agreements contain restrictive covenants that limit our ability to take specific actions or require us not to allow specific events to occur and prescribe minimum financial maintenance requirements that we must meet. If we violate those restrictive covenants or fail to meet the minimum financial requirements contained in a lease, we would be in default under that instrument, which could, in turn, result in defaults under other leases. Any such defaults could materially impair our financial condition and liquidity. In addition, UATC’s ability to sell assets is restricted by the terms of the Participation Agreement entered into in connection with the 1995 sale and leaseback transaction described in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

~~Our~~We ~~theatres~~depend ~~operate~~on inmotion apicture ~~competitive~~production ~~environment~~and performance and our relationships with film distributors.

~~The~~Our ~~motion~~ability ~~picture~~to ~~exhibition~~operate ~~industry~~successfully isdepends ~~fragmented~~upon the availability, diversity and ~~highly~~commercial ~~competitive~~appeal ~~with~~of nomotion ~~significant~~pictures, ~~barriers~~our ability to ~~entry.~~license ~~Theatres~~motion ~~operated~~pictures byand ~~national~~the ~~and~~performance ~~regional~~of ~~circuits~~such ~~and~~motion bypictures ~~small~~in ~~independent~~our ~~exhibitors~~markets. ~~compete~~We ~~with~~license ~~our~~first-run ~~theatres~~motion pictures, ~~particularly~~the ~~with~~success ~~respect~~of towhich ~~film~~has ~~licensing,~~increasingly ~~attracting~~depended ~~patrons~~on ~~and~~the ~~developing~~marketing ~~new~~efforts ~~theatre~~of ~~sites~~the major motion picture studios. ~~Moviegoers~~Poor ~~are~~performance ~~generally~~of, ~~not~~or ~~brand~~any ~~conscious~~disruption ~~and~~in ~~usually~~the ~~choose~~production of, these motion pictures (including by reason of a ~~theatre~~strike ~~based~~or onlack ~~its~~of ~~location~~adequate financing), or a reduction in the ~~films~~marketing ~~showing~~efforts ~~there~~of the major motion picture studios, could hurt our business and ~~its~~results ~~amenities~~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.

~~Generally,~~The ~~stadium~~distribution ~~seating~~of ~~found~~motion inpictures ~~modern~~is ~~megaplex~~in ~~theatres~~large ispart ~~preferred~~regulated by ~~patrons~~federal ~~over~~and ~~slope-floored~~state ~~multiplex~~antitrust ~~theatres,~~laws ~~which~~and ~~were~~has been the ~~predominant~~subject ~~theatre-type~~of ~~built~~numerous ~~prior~~antitrust ~~to 1996~~cases. AsConsent ofdecrees ~~December 29,~~resulting ~~2011,~~from ~~approximately~~those ~~48%~~cases ofeffectively ~~our~~require ~~screens~~major ~~were~~motion ~~located~~picture indistributors ~~theatres~~to ~~that~~offer ~~are~~and ~~sloped~~license films to exhibitors, including us, on a film-~~floored~~by-film ~~multiplex~~and ~~theatres~~theatre-by-theatre basis. ~~These~~Consequently, ~~theatres~~we ~~may~~cannot beassure ~~more~~ourselves ~~vulnerable~~of toa ~~competition~~supply ~~than~~of ~~our~~motion ~~modern~~pictures ~~megaplex~~by ~~theatres~~entering into long-term arrangements with major distributors, ~~and~~but ~~should~~must ~~other~~compete ~~theatre~~for ~~operators~~our ~~choose~~licenses toon ~~build~~a film-by-film and ~~operate~~theatre-by-theatre ~~modern~~basis. ~~megaplex~~In ~~theatres~~addition, inthe ~~these~~film ~~markets~~distribution business is highly concentrated, ~~the~~with ~~performance~~ten major film distributors accounting for approximately 94% of our ~~theatres~~admissions inrevenues ~~these~~during ~~markets~~fiscal ~~may~~2012. beOur ~~significantly~~business ~~and~~depends ~~negatively~~on ~~impacted.~~maintaining Ingood ~~addition,~~relations ~~should~~with ~~other~~these ~~theatre~~distributors. ~~operators~~We ~~return~~are dependent on our ability to ~~the~~negotiate ~~aggressive~~commercially ~~building~~favorable ~~strategies~~licensing ~~undertaken~~terms for first-run films. A deterioration in our relationship with any of the ~~late~~ten ~~1990’s,~~major film distributors could affect our ~~attendance,~~ability ~~revenue~~to ~~and~~negotiate ~~income~~film ~~from~~licenses ~~operations~~on ~~per~~favorable ~~screen~~terms or our ability to obtain commercially successful films and, therefore, could ~~decline~~hurt ~~substantially~~our business and results of operations.

An increase in the use of alternative film delivery methods may drive down movie theatre attendance and reduce ticket prices.

We ~~also~~ compete with other movie delivery vehicles, including cable television, downloads via the Internet, in-home video and DVD, satellite and pay-per-view services such as video on demand. When motion picture distributors license their products to the domestic exhibition industry, they refrain from licensing their motion pictures to these other delivery vehicles during the theatrical release window. The theatrical release window has ~~been~~decreased ~~stable~~from approximately six months to three to four months over the ~~past~~last ~~five~~decade. toFurther, ~~six~~some ~~years~~film studios have experimented with offering consumers a premium video-on-demand option for certain films approximately two months after their theatrical launch. We believe that a material contraction of the current theatrical release window could significantly dilute the consumer appeal of the in-theatre motion picture offering, which could have a material adverse effect on our business and results of operations.

WeOur ~~depend~~theatres onoperate ~~motion~~in ~~picture~~a ~~production~~competitive ~~and performance and our relationships with film distributors~~environment.

~~Our~~The ~~ability~~motion picture exhibition industry is fragmented and highly competitive with no significant barriers to ~~operate~~entry. ~~successfully~~Theatres ~~depends~~operated ~~upon~~by ~~the~~national ~~availability,~~and ~~diversity~~regional circuits and ~~commercial~~by ~~appeal~~small ofindependent ~~motion~~exhibitors ~~pictures,~~compete with our ~~ability~~theatres, particularly with respect to ~~license~~film ~~motion~~licensing, ~~pictures~~attracting patrons and ~~the~~developing ~~performance~~new oftheatre ~~such~~sites. ~~motion~~Moviegoers ~~pictures~~are ingenerally ~~our~~not ~~markets.~~brand Weconscious ~~license~~and usually choose a theatre based on its location, the films showing there and its amenities.

10Generally, stadium seating found in modern megaplex theatres is preferred by patrons over slope-floored multiplex theatres, which were the predominant theatre-type built prior to 1996. Although, as of December 27, 2012, approximately 61% of our screens were located in theatres featuring stadium seating, we still serve many markets with sloped-floored multiplex theatres. These theatres may be more vulnerable to competition than our modern megaplex theatres, and should other theatre operators choose to build and operate modern megaplex theatres in these markets, the performance of our theatres in these markets may be significantly and negatively impacted. In addition, should other theatre operators return to the aggressive building strategies undertaken in the late 1990's, our attendance, revenue and income from operations per screen could decline substantially.

~~Table of Contents~~10

~~first-run~~Table ~~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. In addition, a change in the type and breadth of movies offered by motion picture studios may adversely affect the demographic base of moviegoers.Contents

The distribution of motion pictures is in large part regulated by federal and state antitrust laws and has been the subject of numerous antitrust cases. Consent decrees resulting from those cases effectively require major motion picture distributors to offer and license films to exhibitorsEconomic, ~~including~~political ~~us, on a film-by-film~~ and ~~theatre-by-theatre~~social ~~basis.~~conditions ~~Consequently,~~could wematerially ~~cannot~~affect ~~assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for~~ our ~~licenses~~business ~~on a film-~~by~~-film~~ ~~and~~reducing ~~theatre-by-theatre~~consumer ~~basis. In~~spending ~~addition, the film distribution business is highly concentrated, with ten major film distributors accounting for approximately 93% of our admissions revenues during fiscal 2011. Our business depends~~ on ~~maintaining~~movie ~~good~~attendance ~~relations~~or with these distributors. We are dependent on our ability to negotiate commercially favorable licensing terms for first-run films. A deterioration in our relationship with any of the ten major film distributors could ~~affect~~have ~~our~~an ~~ability~~impact ~~to negotiate film licenses~~ on ~~favorable terms or~~ our ~~ability~~business ~~to obtain commercially successful films~~ and, ~~therefore,~~financial ~~could~~condition ~~hurt~~in ~~our~~ways ~~business~~that ~~and~~we ~~results~~currently ofcannot ~~operations~~predict.

We depend on consumers voluntarily spending discretionary funds on leisure activities. We also compete for the public's leisure time and disposable income with other forms of entertainment, including sporting events, theme parks, concerts, live theatre and restaurants. Motion picture theatre attendance may be affected by negative trends in the general economy that adversely affect consumer spending. A prolonged reduction in consumer confidence or disposable income in general may affect the demand for motion pictures or severely impact the motion picture production industry, which, in turn, could adversely affect our ~~senior~~operations. ~~management~~If economic conditions are weak or deteriorate, or if financial markets experience significant disruption, it could materially adversely affect our results of operations, financial position and/or liquidity. For example, deteriorating conditions in the global credit markets could negatively impact our business partners which may impact film production, the development of new theatres or the enhancement of existing theatres.

~~Our~~Theatre ~~success~~attendance ~~depends~~may ~~upon~~also ~~the~~be ~~retention~~affected ofby ~~our~~political ~~senior management~~events, ~~including~~such ~~Amy~~as ~~Miles,~~terrorist ~~our~~attacks ~~President.~~on, Weor ~~cannot~~wars ~~assure~~or ~~you~~threatened ~~that~~wars weinvolving, ~~would be able to find qualified replacements for~~ the ~~individuals~~United ~~who~~States, ~~make~~health uprelated ~~our~~epidemics ~~senior~~and ~~management~~random ifacts ~~their services were no longer available. The loss~~ of ~~services~~violence, ofany one ~~or more members~~ of ~~our~~which ~~senior management team~~ could ~~have~~cause apeople ~~material~~to ~~adverse~~avoid ~~effect on~~ our ~~business,~~theatres ~~financial~~or ~~condition~~other ~~and~~public ~~results~~places ofwhere ~~operations.~~large ~~The~~crowds ~~loss~~are ofin ~~any member of senior management could adversely affect our ability to effectively pursue our business strategy~~attendance.

AIn ~~prolonged~~addition, ~~economic~~our ~~downturn~~ability ~~could~~to ~~materially~~access ~~affect~~capital markets may be restricted at times when the implementation of our business bystrategy ~~reducing~~may ~~consumer~~require ~~spending~~us onto ~~movie~~do ~~attendance~~so, orwhich could have an impact on our ~~business~~flexibility ~~and~~to ~~financial~~react ~~condition~~to inchanging ~~ways~~economic ~~that~~and webusiness ~~currently cannot predict~~conditions.

WeAll ~~depend on consumers voluntarily spending discretionary funds on leisure activities. We also compete for the public’s leisure time and disposable income with other forms~~ of ~~entertainment,~~these ~~including~~factors sporting events, concerts, live theatre and restaurants. Motion picture theatre attendance may be affected by prolonged negative trends in the general economy that adversely affect consumer spending, including those resulting from terrorist attacks on, or wars or threatened wars involving, the United States. A prolonged reduction in consumer confidence or disposable income in general may affect the demand for motion pictures or severely impact the motion picture production industry, which, in turn, could adversely affect our ~~operations. If economic conditions become weak or deteriorate, or if~~ financial ~~markets~~condition ~~experience~~and ~~significant disruption, it could materially adversely affect our~~ results of operations~~, financial position and/or liquidity~~. For example, deteriorating conditions in the global credit markets could negatively impact our business partners which may impact film production, the development of new theatres or the enhancement of existing theatres, including delaying the deployment of new projection and other technologies to our theatres.

~~Item~~We 1Brely 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. ~~UNRESOLVED~~Additionally, ~~STAFF~~if ~~COMMENTS~~these systems fail or become unavailable for any significant period of time, our business could be harmed.

AsThe efficient operation of ~~December 29~~our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers, ~~2011~~cyber terrorists, ~~there~~employee ~~are~~error noor ~~unresolved~~misconduct, ~~comments~~viruses, ~~from~~power outages and other catastrophic events, leading to unauthorized disclosure of confidential and proprietary information and exposing us to litigation that could adversely affect our reputation. 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 ~~Commission~~unavailability ~~regarding~~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 ~~periodic~~information systems or ~~current~~any ~~reports~~significant ~~filed~~breach ~~under~~of ~~the~~security ~~Exchange~~could ~~Act~~adversely affect our business and results of operations.

~~Item~~We 2.depend ~~PROPERTIES~~on our senior management.

AsOur success depends upon the retention of ~~December 29,~~our ~~2011~~senior management, weincluding ~~operated~~Amy ~~59 of~~Miles, our ~~theatres~~President. ~~pursuant~~We cannot assure you that we would be able to ~~lease~~find ~~agreements~~qualified ~~and~~replacements ~~owned~~for the ~~land~~individuals ~~and~~who ~~building~~make ~~for~~up 1our ~~theatre.~~senior ~~For~~management aif ~~list~~their ofservices ~~the~~were ~~states~~no inlonger ~~which~~available. weThe ~~operated~~loss ~~theatres~~of ~~and~~services ~~the~~of ~~number~~one or more members of ~~theatres~~our ~~and~~senior ~~screens~~management ~~operated~~team incould ~~each~~have ~~such~~a ~~state~~material asadverse ofeffect ~~December~~on ~~29,~~our ~~2011~~business, ~~please~~financial ~~see~~condition ~~the~~and ~~chart~~results ~~under~~of ~~Part I, Item~~operations. 1The loss of ~~this~~any ~~Form 10-K~~member ~~under~~of ~~the~~senior ~~caption~~management ~~“Business—Theatre~~could ~~Operations,”~~adversely ~~which~~affect isour ~~incorporated~~ability ~~herein~~to byeffectively ~~reference~~pursue our business strategy.

11Item 1B. UNRESOLVED STAFF COMMENTS

~~Table of Contents~~None.

~~The~~Item ~~majority of our leased theatres are subject to lease agreements with original terms of 15 to 20 years or more and, in most cases, renewal options for up to an additional 10 years~~2. These leases provide for minimum annual rentals and the renewal options generally provide for rent increases. Some leases require, under specified conditions, further rental payments based on a percentage of revenues above specified amounts. A significant majority of the leases are net leases, which require us to pay the cost of insurance, taxes and a portion of the lessor’s operating costs. PROPERTIES

OfAs ~~the~~of 60December 27, ~~owned~~2012, ~~and~~we ~~leased~~operated ~~theatres,~~53 ~~one~~of ~~theatre~~our ~~with~~theatres ~~nine~~pursuant ~~screens~~to islease ~~held~~agreements byand aowned ~~corporation,~~the ~~owned~~land ~~51%~~and bybuilding ~~UATC. The~~for ~~remaining~~one ~~owned~~theatre. For ~~and~~a ~~leased~~list ~~theatres~~of ~~are~~the ~~held~~states ~~directly~~in bywhich ~~UATC~~we oroperated ~~its~~theatres ~~wholly~~and ~~owned~~the ~~subsidiaries. Certain~~number of ~~our leased~~ theatres ~~are~~and ~~subject~~screens tooperated ~~sale~~in ~~and~~each ~~leaseback~~such ~~transactions,~~state as ~~further~~of ~~described~~December 27, in2012, ~~Note~~please 6see to the ~~consolidated~~chart ~~financial~~under ~~statements included in~~ Part II I, Item 81 of this Form 10-K under the caption "Business—Theatre Operations," which is incorporated herein by reference.

~~UATC~~The ~~leases~~majority ~~the~~of ~~land,~~our ~~building~~leased ~~and~~theatres ~~equipment~~are insubject ~~the~~to ~~theatres~~lease ~~owned~~agreements bywith ~~Prop~~original Iterms inof ~~accordance~~15 ~~with~~to a20 ~~master~~years ~~affiliate~~or ~~lease. The~~more ~~Prop~~and, Iin ~~master~~most ~~lease~~cases, ~~expired~~renewal inoptions ~~2003~~for ~~and~~up ~~UATC~~to ~~exercised~~an ~~its~~additional ~~option~~10 to ~~extend~~20 ~~the~~years. ~~lease~~These leases provide for anminimum ~~additional~~annual ~~ten~~rentals ~~years.~~and the

~~Item 3. LEGAL PROCEEDINGS~~11

~~Pursuant~~Table ~~to General Instruction G(2) to Form 10-K and Rule 12b-23 under the Securities Exchange Act~~ of 1934, as amended, the information required to be furnished by us under this Part I, Item 3 (Legal Proceedings) is incorporated by reference to the information contained in Note 8 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.Contents

~~Item~~renewal 4options generally provide for rent increases. ~~MINE~~Some ~~SAFETY~~leases ~~DISCLOSURES~~require, under specified conditions, further rental payments based on a percentage of revenues above specified amounts. A significant majority of the leases are net leases, which require us to pay the cost of insurance, taxes and a portion of the lessor’s operating costs.

~~Not~~Of ~~applicable~~the 54 owned and leased theatres, one theatre with nine screens is held by a corporation, owned 51% by UATC. The remaining owned and leased theatres are held directly by UATC or its wholly owned subsidiaries. Certain of our leased theatres are subject to sale and leaseback transactions, as further described in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

~~PART II~~UATC leases the land, building and equipment in the theatres owned by Prop I in accordance with a master affiliate lease. The Prop I master lease expired in 2003 and UATC exercised its option to extend the lease for an additional ten years.

Item 53. LEGAL ~~MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~PROCEEDINGS

AsPursuant ofto ~~March 19,~~Rule ~~2012,~~12b-23 ~~UATC’s~~under ~~common stock is held entirely by~~ the ~~Parent. There~~Securities isExchange noAct ~~established~~of ~~public~~1934, ~~trading~~as ~~market~~amended, ~~for~~ the ~~Company’s~~information ~~common~~required ~~stock. UATC’s ability~~ to ~~pay~~be ~~dividends~~furnished ~~is restricted~~ by ~~the~~us ~~terms~~under ofthis ~~the~~Part ~~Participation~~I, ~~Agreement~~Item ~~entered~~3 ~~into~~(Legal inProceedings) ~~connection~~is ~~with~~incorporated ~~the~~by ~~1995~~reference ~~sale~~to ~~and~~the ~~leaseback~~information ~~transaction~~contained ~~described~~ in Note 68 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Item 6 4. MINE ~~SELECTED~~SAFETY ~~FINANCIAL DATA~~DISCLOSURES.

~~Under~~Not ~~the reduced disclosure format permitted by General Instruction I(2) of Form 10-K for wholly owned subsidiaries, the information otherwise required by this item has been omitted~~applicable.

~~Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~PART II

~~This~~Item ~~discussion~~5. MARKET ~~summarizes~~FOR ~~the~~THE ~~significant~~REGISTRANT’S ~~factors~~COMMON ~~affecting the consolidated operating results~~EQUITY, ~~financial~~RELATED ~~condition,~~STOCKHOLDER ~~liquidity~~MATTERS ~~and~~AND ~~cash~~ISSUER ~~flows~~PURCHASES ofOF ~~UATC~~EQUITY for the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009. The following discussion and analysis should be read in conjunction with the consolidated financial statements of UATC and the notes thereto included elsewhere in this Form 10-K.SECURITIES

12As of March 22, 2013, UATC’s common stock is held entirely by the Parent. There is no established public trading market for the Company’s common stock. UATC’s ability to pay dividends is restricted by the terms of the Participation Agreement entered into in connection with the 1995 sale and leaseback transaction described in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

~~Table~~Item of6. SELECTED ~~Contents~~FINANCIAL DATA

~~Overview~~Under ~~and~~the ~~Basis~~reduced disclosure format permitted by General Instruction I(2) of ~~Presentation~~Form 10-K for wholly owned subsidiaries, the information otherwise required by this item has been omitted.

AsItem ~~of December 29, 2011, we operate 527 screens in 60 theatres in 17 states with over 16 million annual attendees during fiscal 2011~~7. ~~The~~MANAGEMENT’S ~~theatres~~DISCUSSION weAND ~~operate~~ANALYSIS ~~are~~OF ~~managed~~FINANCIAL byCONDITION ~~RCI,~~AND aRESULTS ~~wholly~~OF owned subsidiary of Regal, pursuant to a management arrangement described below. We primarily operate multi-screen theatres and have an average of 8.8 screens per location. Theatre operations in six states (New York, California, Mississippi, Maryland, Texas and New Jersey) accounted for approximately 70.0% and 68.9% of our total theatres and screens, respectively, as of December 29, 2011 and approximately 77.8% of our theatrical revenue for fiscal 2011. The Company manages its business under one reportable segment: theatre exhibition operations.OPERATIONS

~~United~~This ~~Artists~~discussion ~~became~~summarizes athe ~~wholly~~significant ~~owned~~factors ~~subsidiary~~affecting ofthe ~~REH~~consolidated ~~through~~operating aresults, ~~series~~financial ofcondition, ~~transactions~~liquidity inand ~~2002. REH~~cash isflows aof ~~wholly~~UATC ~~owned~~for ~~subsidiary~~the offiscal ~~Regal~~years ~~who~~ended ~~acquired~~December 27, ~~Regal~~2012, ~~Cinemas~~December 29, ~~United~~2011 ~~Artists~~ and ~~Edwards through a series of transactions on April~~December 1230, ~~2002~~2010. ~~For~~ aThe ~~detailed~~following discussion ofand ~~the~~analysis ~~transactions~~should ~~resulting~~be read in ~~Regal’s~~conjunction ~~acquisition~~with ofthe ~~its~~consolidated ~~subsidiaries,~~financial ~~see~~statements ~~Note~~of 2UATC toand the ~~consolidated~~notes ~~financial~~thereto ~~statements~~ included elsewhere in ~~Part II, Item 8 of~~ this Form 10-K. ~~On August 17, 2005, REH transferred the stock of United Artists to RCI. As a result, United Artists and its subsidiaries became subsidiaries of RCI.~~

WeOverview ~~generate revenues primarily from admissions~~ and ~~concession~~Basis sales. Additional revenues are generated by our vendor marketing programs and various other activities in our theatres. In addition, National CineMedia provides us with a theatre access fee associated with revenues generated from its sale of on-screen advertising, concerts and other events pursuant to its arrangements with RCI (described in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K). Film rental costs depend on a variety of factors including the prospects of a film, the popularity and box office revenues of a film and such film rental costs generally increase as the admissions revenues generated by a film increase. Because we purchase certain concession items, such as fountain drinks and popcorn, in bulk and not pre-packaged for individual servings, we are able to improve our margins by negotiating volume discounts. Other operating expenses consist primarily of theatre labor and occupancy costs.Presentation

~~The~~As ~~Company’s~~of ~~revenues~~December 27, ~~are usually seasonal~~2012, ~~coinciding~~we ~~with~~operate ~~the~~485 ~~timing~~screens ofin ~~releases~~54 oftheatres ~~motion~~in ~~pictures~~17 bystates ~~the~~with ~~major~~over ~~distributors.~~15 ~~Generally,~~million ~~motion~~annual ~~picture~~attendees ~~studios~~during ~~release~~fiscal ~~the~~2012. The ~~most~~theatres ~~marketable~~we ~~motion~~operate ~~pictures~~are ~~during~~managed ~~the~~by ~~summer~~RCI, ~~and~~a ~~holiday~~wholly ~~seasons.~~owned ~~The~~subsidiary ~~unexpected~~of ~~emergence~~Regal, orpursuant ~~continuance~~to of a ~~“hit”~~management ~~film~~arrangement ~~during~~described ~~other~~below. We ~~periods~~primarily ~~can~~operate ~~alter~~multi-screen ~~the~~theatres ~~traditional~~and ~~pattern.~~have ~~The~~an ~~timing~~average of ~~movie~~approximately ~~releases~~9.0 ~~can~~screens ~~have~~per alocation. ~~significant~~Theatre ~~effect~~operations onin ~~the~~six ~~Company’s~~states ~~results~~(New ofYork, ~~operations~~California, ~~and~~Maryland, ~~the~~Texas, ~~results~~Mississippi, ofand ~~one~~Florida) ~~fiscal~~accounted ~~quarter are not necessarily indicative of the results~~ for ~~the~~approximately ~~next~~72.2% orand ~~any other fiscal quarter~~70.5% ~~The~~of ~~seasonality~~our oftotal ~~motion~~theatres ~~picture~~and ~~exhibition~~screens, ~~however~~respectively, ~~has become less pronounced~~ as ~~motion~~of ~~picture~~December 27, ~~studios~~2012 ~~are~~and ~~releasing~~approximately ~~motion~~79.0% ~~pictures~~of ~~somewhat~~UATC’s ~~more~~theatrical ~~evenly~~revenue ~~throughout~~for ~~the~~fiscal ~~year~~2012. The Company ~~does~~manages ~~not~~its ~~believe~~business ~~that~~under ~~inflation~~one ~~has~~reportable ~~had~~segment: atheatre ~~material~~exhibition ~~impact on its financial position or results of~~ operations.

~~For~~United Artists became a ~~summary~~wholly owned subsidiary of ~~other~~REH ~~industry~~through ~~trends~~a asseries ~~well~~of astransactions ~~other~~in ~~risks~~2002. REH ~~and~~is ~~uncertainties~~a ~~relevant~~wholly toowned ~~the~~subsidiary ~~Company,~~of ~~see~~Regal ~~“Business—Industry~~who ~~Overview~~acquired ~~and~~Regal ~~Trends”~~Cinemas, United Artists and ~~“Risk~~Edwards ~~Factors~~through a series of transactions on April 12, 2002.” For a detailed discussion of the transactions resulting in Regal’s acquisition of its subsidiaries, see Note 2 to

~~Critical Accounting Estimates~~12

~~Our~~Table consolidated financial statements are prepared in conformity with U.S generally accepted accounting principles (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet as well as the reported amounts of revenues and expenses during the reporting period. We routinely make estimates and judgments about the carrying value of our assets and liabilities that are not readily apparent from other sources. We evaluate and modify on an ongoing basis such estimates and assumptions, which include those related to film costs, property and equipment, goodwill and income taxes as well as others discussed in Note 3 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Estimates and assumptions are based on historical and other factors believed to be reasonable under the circumstances. The results of these estimates may form the basis of the carrying value of certain assets and liabilities. Actual results, under conditions and circumstances different from those assumed, may differ materially from estimates. The impact and any associated risks related to estimates, assumptions, and accounting policies are discussed elsewhere within “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in the notes to the consolidated financial statements, if applicable, where such estimates, assumptions, and accounting policies affect our reported and expected results. Management has discussed the development and selection of its critical accounting estimates with the audit committee of our board of directors and the audit committee has reviewed our related disclosures herein.Contents

13the consolidated financial statements included in Part II, Item 8 of this Form 10-K. On August 17, 2005, REH transferred the stock of United Artists to RCI. As a result, United Artists and its subsidiaries became subsidiaries of RCI.

~~Table~~We generate revenues primarily from admissions and concession sales. Additional revenues are generated by our vendor marketing programs and various other activities in our theatres. In addition, National CineMedia provides us with a theatre access fee associated with revenues generated from its sale of ~~Contents~~on-screen advertising, concerts and other events pursuant to its arrangements with RCI (described in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K). Film rental costs depend primarily on the popularity and box office revenues of a film, and such film rental costs generally increase as the admissions revenues generated by a film increase. Because we purchase certain concession items, such as fountain drinks and popcorn, in bulk and not pre-packaged for individual servings, we are able to improve our margins by negotiating volume discounts. Other operating expenses consist primarily of theatre labor and occupancy costs.

WeThe ~~believe~~Company's revenues are usually seasonal, coinciding with the ~~following~~timing ~~accounting~~of ~~policies~~releases ~~are~~of ~~critical~~motion topictures ~~our~~by ~~business~~the ~~operations~~major distributors. Generally, motion picture studios release the most marketable motion pictures during the summer and holiday seasons. The unexpected emergence or continuance of a "hit" film during other periods can alter the ~~understanding~~traditional pattern. The timing of ~~our~~movie releases can have a significant effect on the Company's results of operations, and ~~affect~~ the ~~more~~results ~~significant~~of ~~judgments~~one ~~and~~fiscal ~~estimates~~quarter ~~used~~are innot necessarily indicative of the ~~preparation~~results for the next or any other fiscal quarter. The seasonality of ~~our~~motion ~~consolidated~~picture exhibition, however, has become less pronounced as motion picture studios are releasing motion pictures somewhat more evenly throughout the year. The Company does not believe that inflation has had a material impact on its financial ~~statements:~~position or results of operations.

~~· FASB~~For ~~Accounting~~a ~~Standards~~summary ~~Codification~~of ~~(“ASC”)~~industry ~~Subtopic~~trends ~~350-20, Intangibles—Goodwill~~as ~~and~~well ~~Other—Goodwill~~as ~~specifies~~other ~~that~~risks ~~goodwill~~ and ~~indefinite-lived~~uncertainties ~~intangible~~relevant ~~assets will be subject~~ to an annual impairment assessment. Based on our annual impairment assessment conducted during fiscal 2011, fiscal 2010 and fiscal 2009, we were not required to record a charge for goodwill impairment. In assessing the ~~recoverability of the goodwill~~Company, wesee ~~must~~"Business—Industry ~~make~~Overview ~~various~~and ~~assumptions~~Trends" ~~regarding estimated future cash flows~~ and ~~other~~"Risk ~~factors in determining the fair values of the respective assets~~Factors. ~~If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets in future periods.~~"

~~· We~~Critical ~~estimate~~Accounting our film cost expense and related film cost payable based on management’s best estimate of the expected box office revenue of each film over the length of its run in our theatres and the ultimate settlement of such film costs with the distributors. Generally, less than one-third of our quarterly film expense is estimated at period-end. The length of time until these costs are known with certainty depends on the ultimate duration of the film play, but is typically “settled” within two to three months of a particular film’s opening release. Upon settlement with our film distributors, film cost expense and the related film cost payable are adjusted to the final film settlement. The ultimate revenues of a film can be estimated reasonably accurately within a few weeks after the film is released based on the film’s initial box office performance, which is determined by a film’s initial box office receipts. As a result, there are typically insignificant variances between our estimates of film cost expense and the final film cost payable, because we make such estimates based on each film’s box office receipts through the end of the reporting period. For the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009, there were no significant changes in our film cost estimation and settlement procedures.Estimates

~~· We~~Our ~~depreciate~~consolidated ~~and~~financial ~~amortize~~statements ~~the~~are ~~components~~prepared ofin ~~our~~conformity ~~property~~with ~~and~~U.S ~~equipment~~generally ~~relating~~accepted toaccounting ~~both~~principles ~~owned~~("GAAP"), ~~and~~which ~~leased~~require ~~theatres~~management onto amake ~~straight-line~~estimates ~~basis~~and ~~over~~assumptions ~~the~~that ~~shorter~~affect of the ~~lease~~reported ~~term~~amounts orof the ~~estimated~~assets ~~useful~~and ~~lives~~liabilities and disclosures of ~~the~~contingent assets. ~~Each~~and ~~owned~~liabilities ~~theatre~~as ~~consists~~ of athe ~~building~~date ~~structure,~~of ~~structural~~the ~~improvements,~~balance ~~seating~~sheet ~~and~~as ~~concession~~well ~~and~~as ~~film~~the ~~display~~reported ~~equipment.~~amounts ~~While~~of werevenues ~~have~~and ~~assigned~~expenses anduring ~~estimated~~the ~~useful~~reporting ~~life~~period. ofWe ~~less~~routinely ~~than~~make ~~30 years~~estimates toand ~~certain~~judgments ~~acquired~~about ~~facilities,~~the wecarrying ~~estimate~~value ~~that~~of our ~~newly~~assets ~~constructed~~and ~~buildings~~liabilities ~~generally~~that ~~have~~are annot ~~average~~readily ~~economic~~apparent ~~useful~~from ~~life~~other ~~of 30 years~~sources. ~~Certain~~We ofevaluate ~~our~~and ~~buildings~~modify ~~have~~on ~~been~~an inongoing ~~existence~~basis ~~for~~such ~~more~~estimates ~~than~~and ~~40 years.~~assumptions, ~~With~~which ~~respect~~include those related to ~~equipment~~film ~~(e.g.~~costs, ~~concession~~ ~~stand,~~property ~~point-of-sale~~and equipment, ~~etc.),~~ agoodwill ~~substantial~~and ~~portion~~income istaxes ~~depreciated~~as ~~over~~well ~~seven~~as ~~years~~others ordiscussed ~~less,~~in ~~which~~Note ~~has~~3 ~~been~~to ~~our~~the ~~historical~~consolidated ~~replacement~~financial ~~period.~~statements ~~Seats~~included ~~and~~in ~~digital~~Part II, Item ~~projection~~8 ~~equipment~~of ~~generally~~this ~~have~~Form 10-K. aEstimates ~~longer useful economic life,~~ and ~~their~~assumptions ~~depreciable lives (12-17.5 years)~~ are based on ~~our~~historical ~~experience~~ and ~~replacement~~other ~~practices.~~factors ~~The~~believed ~~estimates~~to ofbe ~~the~~reasonable ~~assets’~~under ~~useful~~the ~~lives~~circumstances. ~~require~~The ~~our~~results ~~judgment~~of ~~and~~these ~~our~~estimates ~~knowledge~~may ofform the ~~assets~~basis ~~being~~of ~~depreciated and amortized. Further, we review~~ the ~~economic~~carrying ~~useful~~value ~~lives~~ of ~~such~~certain assets ~~annually~~ and ~~make adjustments thereto as necessary~~liabilities. ToActual ~~the~~results, ~~extent~~under weconditions ~~determine~~and ~~that~~circumstances ~~certain~~different offrom ~~our~~those ~~assets have become obsolescent~~assumed, wemay ~~accelerate~~differ ~~depreciation~~materially ~~over~~from ~~the remaining useful lives of the assets~~estimates. ~~For~~ ~~example,~~The inimpact ~~connection~~and ~~with~~any ~~our~~associated ~~deployment~~risks ofrelated ~~leased digital projection systems~~ to ~~theatres~~estimates, ~~across our circuit~~assumptions, ~~the~~and ~~Company~~accounting ~~has~~policies ~~accelerated~~are ~~depreciation~~discussed ofelsewhere ~~its~~within ~~owned~~"Management’s ~~35mm~~Discussion ~~film~~and ~~projection~~Analysis ~~equipment~~of ~~that~~Financial isCondition ~~scheduled~~and toResults beof ~~replaced with leased digital projection systems~~Operations," ~~with~~as ~~such~~well ~~depreciation~~as ~~occurring~~in ~~over~~ the ~~expected~~notes ~~deployment schedule since the Company plans~~ to ~~dispose of such equipment prior to~~ the ~~end~~consolidated offinancial ~~its useful life. To that end~~statements, ~~during~~if ~~the fiscal years ended December 29~~applicable, ~~2011~~where ~~and~~such ~~December 30~~estimates, ~~2010~~assumptions, ~~the~~and ~~Company~~accounting ~~recorded~~policies ~~approximately~~affect ~~$0.5 million~~our reported and $0expected results.~~7 million,~~ ~~respectively,~~Management ofhas ~~accelerated~~discussed ~~depreciation~~the ~~related~~development toand ~~such~~selection ~~35mm~~of ~~film~~its ~~projection~~critical ~~equipment,~~accounting asestimates ~~described~~with ~~further in Note 5 to~~ the ~~consolidated~~audit ~~financial~~committee ~~statements~~of ~~included~~our inboard ~~Part II, Item 8~~ of ~~this~~directors ~~Form 10-K.~~and ~~Actual~~the ~~economic~~audit ~~lives~~committee ~~may~~has ~~differ~~reviewed ~~materially~~our ~~from~~related ~~these~~disclosures ~~estimates~~herein.

~~The~~We ~~majority~~believe ofthe ~~our~~following ~~properties~~accounting ~~have~~policies ~~been~~are ~~appraised.~~critical ~~Such~~to ~~appraisals~~our ~~supported~~business ~~the~~operations ~~estimated lives being used for depreciation~~ and ~~amortization~~the ~~purposes.~~understanding ~~Furthermore,~~of our ~~analysis~~results of ~~our~~operations ~~historical~~and ~~capital~~affect ~~replacement~~the ~~program~~more issignificant ~~consistent~~judgments ~~with~~and ~~our~~estimates ~~depreciation~~used ~~policies. Finally, we review long-lived assets for impairment whenever events or changes~~ in ~~circumstances indicate that~~ the ~~carrying~~preparation ~~amounts~~ of ~~the~~our ~~assets~~consolidated ~~may~~financial ~~not be fully recoverable. Such analysis generally evaluates assets for impairment on an individual~~ statements:

14• FASB Accounting Standards Codification ("ASC") Subtopic 350-20, Intangibles—Goodwill and Other—Goodwill specifies that goodwill and indefinite-lived intangible assets will be subject to an annual impairment assessment. Based on our annual impairment assessment conducted during fiscal 2012, fiscal 2011 and fiscal 2010, we were not required to record a charge for goodwill impairment. In assessing the recoverability of the goodwill, we must make various assumptions regarding estimated future cash flows and other factors in determining the fair values of the respective assets. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for these assets in future periods.

~~Table~~• We estimate our film cost expense and related film cost payable based on management's best estimate of ~~Contents~~the expected box office revenue of each film over the length of its run in our theatres and the ultimate settlement of such film costs with the distributors. Generally, less than one-third of our quarterly film expense is estimated at period-end. The length of time until these costs are known with certainty depends on the ultimate duration of the

theatre basis. When the estimated future undiscounted cash flows of the operations to which the assets relate do not exceed the carrying value of the assets, such assets are written down to fair value. Our experience indicates that theatre properties become impaired primarily due to market or competitive factors rather than physical (wear and tear) or functional (inadequacy or obsolescence) factors. In this regard, we do not believe the frequency or volume of facilities impaired due to these market factors are significant enough to impact the useful lives used for depreciation periods.13

~~For~~Table the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009, no significant changes have been made to the depreciation and amortization rates applied to operating assets, the underlying assumptions related to estimates of depreciation and amortization, or the methodology applied. For the fiscal year ended December 29, 2011, consolidated depreciation and amortization expense was $9.3 million, representing 4.6% of consolidated total revenues. If the estimated lives of all assets being depreciated were increased by one year, the consolidated depreciation and amortization expense would have decreased by approximately $0.6 million or 6.8%. If the estimated lives of all assets being depreciated were decreased by one year, the consolidated depreciation and amortization expense would have increased by approximately $0.7 million or 7.8%.Contents

~~· Income~~film ~~taxes~~play, ~~are~~but ~~accounted~~is ~~for~~typically ~~under~~"settled" ~~the~~within ~~asset~~two ~~and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable~~ to ~~differences~~three ~~between~~months ~~the~~of ~~financial~~a ~~statement~~particular ~~carrying~~film's ~~amounts~~opening ofrelease. ~~existing~~Upon ~~assets~~settlement ~~and~~with ~~liabilities~~our ~~and~~film ~~their respective tax bases~~distributors, asfilm ~~well~~cost asexpense ~~operating loss~~ and ~~tax~~the ~~credit~~related ~~carryforwards.~~film ~~Deferred~~cost ~~tax~~payable ~~assets and liabilities~~ are ~~measured~~adjusted ~~using enacted tax rates expected~~ to ~~apply to taxable income in~~ the ~~years~~final infilm ~~which~~settlement. ~~those~~The ~~temporary~~ultimate ~~differences~~revenues ~~are~~of ~~expected~~a tofilm can be ~~recovered~~estimated orreasonably ~~settled.~~accurately ~~The~~within ~~effect on deferred tax assets and liabilities of~~ a ~~change~~few inweeks ~~tax~~after ~~rates~~the film is ~~recognized~~released inbased ~~income~~on in the ~~period~~film's ~~that~~initial ~~includes~~box ~~the~~office ~~enactment date~~receipts. WeAs ~~record~~ a ~~valuation~~result, ~~allowance~~there ifare ittypically isinsignificant ~~deemed~~variances ~~more~~between ~~likely than not that~~ our ~~deferred~~estimates ~~income~~of ~~tax~~film ~~assets~~cost ~~will~~expense ~~not~~and bethe ~~realized.~~final Wefilm ~~reassess~~cost ~~the~~payable, ~~need~~because ~~for~~we make such ~~valuation~~estimates ~~allowance~~based on aneach ~~ongoing~~film's ~~basis.~~box Anoffice ~~increase~~receipts inthrough the ~~valuation~~end ~~allowance~~of ~~generally~~the ~~results~~reporting inperiod. anFor ~~increase~~the infiscal ~~the~~years ~~provision~~ended ~~for~~December ~~income~~27, ~~taxes~~2012, ~~recorded~~December in29, ~~such~~2011 ~~period.~~and ADecember ~~decrease~~30, in2010, ~~the~~there ~~valuation~~were ~~allowance~~no ~~generally~~significant ~~results~~changes in aour ~~decrease~~film tocost ~~the~~estimation ~~provision~~and ~~for~~settlement ~~income taxes recorded in such period~~procedures.

~~Additionally,~~• ~~income~~We ~~tax~~depreciate ~~rules~~ and ~~regulations~~amortize ~~are~~the ~~subject~~components toof ~~interpretation,~~our ~~require~~property ~~judgment~~and byequipment usrelating ~~and~~to ~~may~~both beowned ~~challenged~~and byleased ~~the~~theatres ~~taxing~~on ~~authorities.~~a Asstraight-line ~~described~~basis ~~further~~over inthe ~~Note 7~~shorter toof the ~~consolidated~~lease ~~financial~~term ~~statements~~or ~~included~~the inestimated ~~Part II, Item 8~~useful lives of ~~this~~the ~~Form 10-K,~~assets. ~~effective~~Each ~~December 29,~~owned ~~2006,~~theatre ~~the~~consists ~~Company~~of ~~adopted~~a ~~the~~building ~~provisions~~structure, ofstructural ~~ASC~~improvements, ~~Subtopic~~seating ~~740-10, Income~~and ~~Taxes—Overview~~concession and film display equipment. ~~Although~~While we ~~believe~~have ~~that~~assigned ~~our~~an ~~tax~~estimated ~~return~~useful ~~positions~~life ~~are~~of ~~fully~~less ~~supportable,~~than in30 ~~accordance~~years ~~with~~to ~~ASC~~certain ~~Subtopic~~acquired ~~740-10~~facilities, we ~~recognize~~estimate athat ~~tax~~our ~~benefit~~newly ~~only~~constructed ~~for~~buildings ~~tax~~generally ~~positions~~have ~~that~~an weaverage ~~determine~~economic ~~will~~useful ~~more~~life ~~likely~~of ~~than~~30 ~~not~~years. beCertain ~~sustained~~of ~~based~~our onbuildings ~~the~~have ~~technical~~been ~~merits~~in ofexistence ~~the~~for ~~tax~~more ~~position~~than 40 years. With respect to ~~such~~equipment ~~tax~~(e.g., ~~positions~~concession ~~for~~stand, ~~which~~point-of-sale ~~recognition~~equipment, ofetc.), a ~~benefit~~substantial portion is ~~appropriate~~depreciated over seven years or less, ~~the~~which ~~benefit~~has isbeen ~~measured~~our athistorical ~~the~~replacement ~~largest~~period. ~~amount~~Seats ofand ~~benefit~~digital ~~that~~projection isequipment ~~greater~~generally ~~than~~have ~~50 percent~~a ~~likely~~longer ofuseful ~~being~~economic ~~realized~~life, ~~upon~~and ~~ultimate~~their ~~settlement.~~depreciable ~~Tax~~lives ~~positions~~(12-17.5 years) are ~~evaluated~~based on anour ~~ongoing~~experience ~~basis~~and asreplacement ~~part~~practices. The estimates of ~~our~~the ~~process~~assets' ~~for~~useful ~~determining~~lives require our ~~provision~~judgment ~~for~~and ~~income~~our ~~taxes.~~knowledge ~~Among~~of ~~other~~the ~~items~~assets ~~deemed~~being ~~relevant~~depreciated byand usamortized. Further, we review the ~~evaluations~~ ~~are~~economic ~~based~~useful onlives ~~new~~of ~~legislation,~~such ~~other~~assets ~~new~~annually ~~technical~~and ~~guidance,~~make ~~judicial~~adjustments ~~proceedings~~thereto ~~and~~as necessary. To the extent we determine that certain of our ~~specific~~assets ~~circumstances~~have become obsolescent, ~~including~~we accelerate depreciation over the ~~progress~~remaining useful lives of ~~tax~~the ~~audits~~assets. ~~Any~~For ~~change~~example, in ~~the~~connection ~~determination~~with our deployment of leased digital projection systems to theatres across our circuit, the ~~amount~~Company accelerated depreciation of ~~tax~~its ~~benefit~~owned ~~recognized~~35mm ~~relative~~film toprojection anequipment ~~uncertain~~that ~~tax~~was ~~position~~replaced ~~impacts~~with leased digital projection systems, with such depreciation occurring over the ~~provision~~expected ~~for~~deployment ~~income~~schedule ~~taxes~~since inthe Company disposed of such equipment prior to the ~~period~~end of its useful life. To that end, during the fiscal years ended December 29, 2011 and December 30, 2010, the Company recorded approximately $0.5 million and $0.7 million, respectively, of accelerated depreciation related to such ~~determination~~35mm isfilm ~~made~~projection equipment. Actual economic lives may differ materially from these estimates.

~~For~~Historical ~~fiscal~~appraisals ~~2011,~~of our ~~provision~~properties have supported the estimated lives being used for ~~income~~depreciation ~~taxes~~and ~~was~~amortization $4purposes.~~5 million~~ Furthermore, our analysis of our historical capital replacement program is consistent with our depreciation policies. ~~Changes~~Finally, inwe ~~management’s~~review ~~estimates~~long-lived ~~and~~assets ~~assumptions~~for ~~regarding~~impairment ~~the~~whenever ~~probability~~events ~~that~~or ~~certain~~changes ~~tax~~in ~~return~~circumstances ~~positions~~indicate ~~will~~that bethe ~~sustained,~~carrying amounts of the ~~enacted~~assets ~~tax~~may ~~rate~~not ~~applied~~be tofully ~~deferred~~recoverable. ~~tax~~Such analysis generally evaluates assets ~~and~~for ~~liabilities,~~impairment ~~the~~on ~~ability~~an toindividual ~~realize~~theatre basis. When the ~~value~~estimated future undiscounted cash flows of ~~deferred~~the ~~tax~~operations to which the assets, orrelate do not exceed the ~~timing~~carrying value of the ~~reversal~~assets, ofsuch ~~tax~~assets ~~basis~~are ~~differences~~written ~~could~~down ~~impact~~to ~~the~~fair ~~provision~~value. ~~for~~Our ~~income~~experience ~~taxes~~indicates that theatre properties become impaired primarily due to market or competitive factors rather than physical (wear and ~~change~~tear) ~~the~~or ~~effective~~functional ~~tax~~(inadequacy ~~rate~~or obsolescence) factors. AIn ~~one~~this ~~percentage~~regard, ~~point~~we ~~change~~do innot believe the ~~effective~~frequency ~~tax~~or ~~rate~~volume ~~from~~of ~~45.0%~~facilities impaired due to ~~46.0%~~these ~~would~~market ~~have~~factors ~~increased~~are ~~the~~significant ~~current~~enough ~~year~~to ~~income~~impact ~~tax~~the ~~provision~~useful bylives ~~approximately~~used $0for depreciation periods.~~1 million.~~

~~Significant~~For ~~Events~~the fiscal years ended December 27, 2012, December 29, 2011 and ~~Fiscal~~December 30, 2010, no significant changes have been made to the depreciation and amortization rates applied to operating assets, the underlying assumptions related to estimates of depreciation and amortization, or the methodology applied. For the fiscal year ended December 27, 2012, ~~Outlook~~consolidated depreciation and amortization expense was $8.1 million, representing 4.0% of consolidated total revenues. If the estimated lives of all assets being depreciated were increased by one year, the consolidated depreciation and amortization expense would have decreased by approximately $0.5 million or 6.5%. If the estimated lives of all assets being depreciated were decreased by one year, the consolidated depreciation and amortization expense would have increased by approximately $0.6 million or 7.4%.

We• Income taxes are ~~optimistic~~accounted ~~regarding~~for under the ~~breadth~~asset ofand liability method. Deferred tax assets and liabilities are recognized for the ~~2012~~future ~~film~~tax ~~slate,~~consequences ~~including~~attributable to differences between the ~~timing~~financial statement carrying amounts of ~~the~~existing ~~release~~assets ~~schedule~~and liabilities and ~~the~~their ~~number~~respective oftax ~~films~~bases, ~~scheduled~~as ~~for~~well ~~release~~as inoperating ~~premium-priced~~loss ~~formats~~and tax credit carryforwards. ~~Evidenced~~Deferred bytax ~~the~~assets ~~motion~~and ~~picture~~liabilities ~~studios’~~are ~~continued~~measured ~~efforts~~using enacted tax rates expected to ~~promote~~apply ~~and~~to ~~market~~taxable ~~upcoming~~income ~~film~~in ~~releases,~~the ~~2012~~years ~~appears~~in which those temporary differences are expected to be ~~another~~recovered ~~year~~or settled. The effect on deferred tax assets and liabilities of ~~high-profile~~a change in tax rates is recognized in income in the period that includes the enactment date. We record a valuation allowance if it is deemed more likely than not that our deferred income tax assets will not be realized. We reassess the need for such valuation allowance on an ongoing basis. An increase in the valuation allowance generally results in an increase in the provision for income taxes recorded in such period.

1514

Table of Contents

~~releases~~A ~~such~~decrease asin ~~John Carter, The Hunger Games, Wrath of~~ the ~~Titans,~~valuation ~~The~~allowance ~~Avengers,~~generally ~~Dark~~results ~~Shadows, Battleship, Men~~ in ~~Black~~a ~~III,~~decrease ~~Snow~~to ~~White and~~ the ~~Huntsman,~~provision ~~Madagascar~~for 3:income ~~Europe’s~~taxes ~~Most~~recorded ~~Wanted,~~in ~~Prometheus,~~such The Amazing Spiderman, Ice Age: Continental Drift, The Dark Knight Rises, Total Recall, SkyFall, The Twilight Saga: Breaking Dawn—Part 2, Gravity, The Hobbit: An Unexpected Journey, Rise of the Guardians and The Great Gatsbyperiod.

~~During~~Additionally, ~~fiscal~~income ~~2011,~~tax werules and ~~completed~~regulations ~~our~~are ~~deployment~~subject ofto 3Dinterpretation, ~~compatible~~require ~~digital~~judgment ~~projection~~by ~~systems~~us ~~across~~and ~~our~~may ~~circuit~~be challenged by the taxing authorities. As described further in Note 7 to the consolidated financial statements included in Part II, Item 8 of ~~December~~this Form 2910-K, ~~2011~~the Company applies the provisions of ASC Subtopic 740-10, Income Taxes—Overview. Although we ~~operated~~believe ~~345~~that ~~screens~~our ~~outfitted~~tax return positions are fully supportable, in accordance with ~~digital~~ASC ~~projection~~Subtopic ~~systems~~740-10, ~~257~~we ofrecognize ~~which~~a ~~are~~tax ~~digital~~benefit 3Donly ~~capable~~for ~~(approximately~~tax ~~49%~~positions ofthat ~~our~~we ~~total~~determine ~~screens).~~will Wemore ~~expect~~likely ~~substantially~~than ~~all~~not be sustained based on the technical merits of ~~our~~the ~~screens~~tax position. With respect to besuch ~~outfitted~~tax ~~with~~positions ~~digital~~for ~~projection~~which ~~systems~~recognition byof ~~late~~a ~~2012~~benefit oris ~~early~~appropriate, ~~2013.~~the Webenefit ~~believe~~is measured at the ~~installation~~largest amount of 3Dbenefit ~~digital~~that ~~projection~~is ~~systems~~greater ~~allows~~than us50 percent tolikely ~~offer~~of ~~our~~being ~~patrons~~realized ~~premium~~upon 3Dultimate ~~movies~~settlement. ~~and~~Tax ~~all-digital~~positions ~~large~~are ~~format~~evaluated ~~experiences~~on ~~that~~an weongoing ~~believe~~basis ~~generate~~as ~~incremental~~part ~~revenue~~of ~~and~~our ~~cash~~process ~~flows~~for determining our provision for ~~the~~income ~~Company~~taxes. WeAmong ~~are~~other ~~pleased~~items ~~with~~deemed relevant by us, the ~~benefits~~evaluations ofare ~~digital~~based ~~cinema~~on ~~primarily~~new aslegislation, itother ~~relates~~new totechnical 3Dguidance, ~~film~~judicial ~~product~~proceedings and ~~other~~our 3Dspecific ~~content~~circumstances, ~~and~~including ~~with~~the progress of tax audits. Any change in the ~~continued~~determination ~~support~~of the amount of 3Dtax ~~film~~benefit ~~product~~recognized byrelative to an uncertain tax position impacts the ~~major~~provision ~~motion~~for ~~picture~~income ~~studios~~taxes in the period that such determination is made.

~~With~~For ~~respect~~fiscal to2012, ~~capital~~our ~~expenditures,~~provision ~~subject~~for toincome taxes was $7.8 million. Changes in management’s estimates and assumptions regarding the ~~timing~~probability ofthat certain ~~construction~~tax ~~projects~~return positions will be sustained, wethe ~~expect~~enacted ~~capital~~tax ~~expenditures~~rate applied to bedeferred intax ~~the~~assets ~~range~~and ofliabilities, ~~$4.0 million~~the ability to ~~$8.0 million~~realize ~~for~~the ~~fiscal~~value ~~2012~~of deferred tax assets, ~~consisting~~or the timing of the ~~expansion~~reversal of ~~existing~~tax ~~theatre~~basis ~~facilities,~~differences ~~equipment~~could ~~upgrades~~impact the provision for income taxes and ~~replacements~~change the effective tax rate. A one percentage point change in the effective tax rate from 53.4% to 54.4% would have increased the current year income tax provision by approximately $0.1 million.

~~Overall~~Significant ~~for~~Events ~~the fiscal 2012 year, we expect to benefit from modest increases in ticket prices~~ and ~~average~~Fiscal ~~concessions~~2013 per patron. In addition, we expect fiscal 2012 admissions and concessions revenues to be supported by our continued focus on efficient theatre operations and through opportunities to expand our concession offerings. For an understanding of the significant factors that influenced our performance during the past three fiscal years, the preceding and following discussion should be read in conjunction with the consolidated financial statements and the notes thereto presented in Part II, Item 8 of this Form 10-K.Outlook

~~Results~~We are optimistic regarding the breadth of ~~Operations~~the 2013 film slate, including the timing of the release schedule and the number of films scheduled for release in premium-priced formats. Evidenced by the motion picture studios' continued efforts to promote and market upcoming film releases, 2013 appears to be another year of high-profile releases such as A Good Day to Die Hard, Oz The Great and Powerful, The Croods, G.I. Joe: Retaliation, Oblivion, Iron Man 3, The Great Gatsby, Star Trek Into Darkness, Fast & Furious 6, After Earth, Man of Steel, Monsters University, World War Z, The Heat, Despicable Me 2, Pacific Rim, The Wolverine, 300: Rise of an Empire, Ender's Game, Thor: The Dark World, The Hunger Games: Catching Fire, The Hobbit: The Desolation of Smaug and Anchorman: The Legend Continues.

~~Based~~We onbelieve ~~our~~the ~~review~~installation of ~~industry~~premium ~~sources,~~screens ~~national~~allow ~~box~~us ~~office~~to ~~revenues~~offer ~~for~~our ~~the~~patrons ~~time~~all-digital ~~period~~large format experiences that ~~corresponds~~generate toincremental ~~UATC’s~~revenue ~~fiscal~~and ~~year~~cash ~~2011~~flows ~~were~~for ~~estimated~~the toCompany. As ~~have~~of ~~decreased~~December by27, ~~approximately~~2012, ~~four~~we ~~percent~~operated ina ~~comparison~~total toof ~~fiscal~~235 ~~2010.~~digital ~~The~~3D ~~industry’s~~capable ~~box~~projection ~~office~~systems ~~results~~(approximately ~~were~~48% ~~negatively~~of ~~impacted~~our bytotal ~~difficult~~screens). ~~comparisons~~We ~~generated~~are bypleased ~~strong~~with ~~attendance~~the ~~from~~benefits of our premium~~-priced~~ ~~films~~screen ~~released~~formats ~~during~~primarily ~~2010,~~as ~~including~~it ~~the~~relates ~~record-breaking~~to ~~performance~~3D offilm ~~Avatar~~product and ~~strong~~other ~~attendance~~3D ~~from~~content ~~other~~and ~~top~~with ~~tier~~the ~~releases~~continued ~~such~~support asof ~~Toy~~3D ~~Story~~film 3,product ~~Alice~~by inthe ~~Wonderland, Iron~~major ~~Man~~motion 2picture ~~and Inception~~studios.

~~The~~With ~~following~~respect ~~table~~to ~~sets~~capital ~~forth~~expenditures, subject to the ~~percentage~~timing of ~~total~~certain ~~revenues~~construction ~~represented~~projects, bywe ~~certain~~expect ~~items~~capital ~~reflected~~expenditures in(net ~~UATC’s~~of ~~consolidated~~proceeds ~~statements~~from ofasset ~~operations~~sales) ~~for~~to ~~the~~be ~~fiscal~~in ~~years~~the ~~ended~~range ~~December~~of $4.0 ~~29,~~million ~~2011~~to ~~(“Fiscal~~$8.0 million ~~2011~~for ~~Period”),~~fiscal ~~December 30~~2013, ~~2010~~consisting ~~(“Fiscal~~of ~~2010~~the ~~Period”)~~expansion ~~and~~of ~~December 31~~existing theatre facilities, ~~2009~~equipment ~~(“Fiscal~~upgrades ~~2009~~and ~~Period”):~~replacements.

	Fiscal 2011 Period		Fiscal 2010 Period		Fiscal 2009 Period
Revenues:
Admissions	70.2	%	70.7	%	69.5	%
Concessions	26.4		26.1		27.2
Other operating revenues	3.4		3.2		3.3
Total revenues	100.0		100.0		100.0
Operating expenses:
Film rental and advertising costs	35.5		35.9		35.5
Cost of concessions	3.5		3.6		3.8
Other operating expenses	40.9		41.6		40.5
Sale and leaseback rentals	7.5		7.1		6.6
General and administrative expenses	3.0		3.0		3.0
Depreciation and amortization	4.6		4.7		4.1
Net loss (gain) on disposal and impairments of operating assets	—		0.7		3.0
Total operating expenses	95.0		96.6		96.5
Income from operations	5.0	%	3.4	%	3.5	%

Overall for the fiscal 2013 year, we expect to benefit from modest increases in ticket prices and average concessions per patron. In addition, we expect fiscal 2013 admissions and concessions revenues to be supported by our continued focus on efficient theatre operations and through opportunities to expand our concession offerings. For an understanding of the significant factors that influenced our performance during the past three fiscal years, the preceding and following discussion should be read in conjunction with the consolidated financial statements and the notes thereto presented in Part II, Item 8 of this Form 10-K.

16Results of Operations

~~Table~~Based on our review of ~~Contents~~industry sources, North American box office revenues for the time period that corresponds to UATC's fiscal 2012 were estimated to have increased by approximately six percent in comparison to the period of time that corresponds to fiscal 2011. The industry's box office results were positively impacted by strong attendance generated by the commercial appeal of the overall fiscal 2012 film slate, including most notably, The Avengers, The Dark Knight Rises and The Hunger Games.

~~Revenues~~15

~~The~~Table ~~following~~of ~~table summarizes revenues and revenue-related data for the Fiscal 2011 Period, the Fiscal 2010 Period and the Fiscal 2009 Period (in millions, except averages):~~Contents

	Fiscal 2011 Period		Fiscal 2010 Period		Fiscal 2009 Period
Admissions	$	141.2	$	149.0	$	155.4
Concessions	53.1		55.0		60.7
Other operating revenues	6.9		6.7		7.3
Total revenues	$	201.2	$	210.7	$	223.4
Attendance	16.2		17.2		19.2
Average ticket price (1)	$	8.72	$	8.66	$	8.09
Average concessions per patron (2)	$	3.28	$	3.20	$	3.16

The following table sets forth the percentage of total revenues represented by certain items included in our consolidated statements of operations for the fiscal years ended December 27, 2012 ("Fiscal 2012 Period"), December 29, 2011 ("Fiscal 2011 Period") and December 30, 2010 ("Fiscal 2010 Period"):

(1) Calculated as admissions revenue/attendance.



	Fiscal 2012 Period		Fiscal 2011 Period		Fiscal 2010 Period
Revenues:
Admissions	69.7	%	70.2	%	70.7	%
Concessions	26.3		26.4		26.1
Other operating revenues	4.0		3.4		3.2
Total revenues	100.0		100.0		100.0
Operating expenses:
Film rental and advertising costs	35.1		35.5		35.9
Cost of concessions	3.5		3.5		3.6
Other theatre operating expenses	38.0		40.9		41.6
Sale and leaseback rentals	7.5		7.5		7.1
General and administrative expenses	3.0		3.0		3.0
Depreciation and amortization	4.0		4.6		4.7
Net loss (gain) on disposal of operating assets and other	1.6		—		0.7
Total operating expenses	92.7		95.0	%	96.6
Income from operations	7.3	%	5.0	%	3.4	%

~~(2) Calculated as concessions revenue/attendance.~~Revenues

~~Admissions~~The following table summarizes revenues and revenue-related data for the Fiscal 2012 Period, the Fiscal 2011 Period and the Fiscal 2010 Period (in millions, except averages):

During the Fiscal 2011 Period, total admissions revenues decreased $7.8 million, or 5.2%, to $141.2 million, from $149.0 million in the Fiscal 2010 Period. A 5.8% decline in attendance, partially offset by a 0.7% increase in average ticket prices, led to the decrease in the Fiscal 2011 Period admissions revenues. We believe that our attendance is primarily dependent upon the commercial appeal of content released by the major motion picture studios. The Fiscal 2011 Period decline in attendance was primarily attributable to a decline in the appeal to our patrons of the films exhibited in our theatres during the Fiscal 2011 Period as compared to the films exhibited during the Fiscal 2010 Period, which included the record-breaking performance of Avatar and strong attendance from other top tier releases such as Toy Story 3, Alice in Wonderland, Iron Man 2 and Inception. In addition, the continued aging of our theatres (approximately 48% of our screens are located in older, sloped floor multiplexes) and the closure of approximately 16 underperforming screens during the Fiscal 2011 Period contributed to the decline in the Fiscal 2011 Period attendance. The primary driver of the increase in our Fiscal 2011 Period average ticket price was an increase in the percentage of our admissions revenues generated by premium-priced 3D films exhibited during the Fiscal 2011 Period and selective price increases identified during our ongoing periodic pricing reviews (which include analysis of various factors such as general inflationary trends and local market conditions).



	Fiscal 2012 Period		Fiscal 2011 Period		Fiscal 2010 Period
Admissions	$	140.4	$	141.2	$	149.0
Concessions	53.0		53.1		55.0
Other operating revenues	8.1		6.9		6.7
Total revenues	$	201.5	$	201.2	$	210.7
Attendance	15.6		16.2		17.2
Average ticket price (1)	$	9.00	$	8.72	$	8.66
Average concessions per patron (2)	$	3.40	$	3.28	$	3.20

During the Fiscal 2010 Period, total admissions revenues decreased $6.4 million, or 4.1%, to $149.0 million, from $155.4 million in the Fiscal 2009 Period. A 10.4% decline in attendance, partially offset by a 7.0% increase in average ticket prices, led to the decrease in the Fiscal 2010 Period admissions revenues. The Fiscal 2010 Period decline in attendance was primarily attributable to the overall lack of appeal to our patrons of the films exhibited in our theatres during the Fiscal 2010 Period as compared to the films exhibited during the Fiscal 2009 Period, the continued aging of our theatres (approximately 50% of our screens were located in older, sloped floor multiplexes) and the closure of approximately 24 underperforming screens during the Fiscal 2010 Period. An increase in the percentage of our admissions revenues generated by premium-priced 3D films exhibited during the Fiscal 2010 Period along with price increases identified during our ongoing periodic pricing reviews (which include analysis of various factors such as general inflationary trends and local market conditions) were the primary drivers of the increase in our Fiscal 2010 Period average ticket prices._____________________________________________________________

~~Concessions~~(1) Calculated as admissions revenue/attendance.

Total concessions revenues decreased $1.9 million, or 3.5%, to $53.1 million in the Fiscal 2011 Period, from $55.0 million in the Fiscal 2010 Period. Average concessions revenues per patron during the Fiscal 2011 Period increased (2~~.5%,~~) Calculated toas ~~$3.28, from $3.20 for the Fiscal 2010 Period. The decrease in total~~ concessions ~~revenues during the Fiscal 2011 Period was attributable to the aforementioned decrease in~~ revenue/attendance ~~during the period, partially offset by the increase in average concessions revenues per patron~~. The increase in average concessions revenues per patron for the Fiscal 2011 Period was primarily a result of increases in popcorn and beverage sales volume during the Fiscal 2011 Period and selective price increases effected subsequent to the end of the Fiscal 2010 Period.

17Admissions

~~Table~~During the Fiscal 2012 Period, total admissions revenues decreased $0.8 million, or 0.6%, to $140.4 million, from $141.2 million in the Fiscal 2011 Period. A 3.7% decline in attendance, partially offset by a 3.2% increase in average ticket prices, led to the decrease in the Fiscal 2012 Period admissions revenues. The Fiscal 2012 Period decrease in attendance was primarily attributable to the closure of ~~Contents~~42 underperforming screens during the Fiscal 2012 Period and continued aging of our theatres (approximately 39% of our screens are located in older, sloped floor multiplexes), partially offset by the commercial appeal to our patrons of certain films exhibited in our theatres during the Fiscal 2012 Period, including The Avengers, The Dark Knight Rises and The Hunger Games, as compared to the films exhibited during the Fiscal 2011 Period. The primary driver of the increase in our Fiscal 2012 Period average ticket price was selective price increases identified during our ongoing periodic pricing reviews (which include analysis of various factors such as general inflationary trends and local market conditions).

~~Total~~During ~~concessions~~the Fiscal 2011 Period, total admissions revenues decreased $5.7.8 million, or 95.42%, to $55141.02 million ~~in the Fiscal 2010 Period~~, from $60149.7 0 million in the Fiscal ~~2009~~2010 Period. ~~Average~~ A ~~concessions revenues per patron during the Fiscal 2010 Period increased 1~~5.38%, todecline ~~$3.20~~in attendance, ~~from~~partially ~~$3.16~~offset ~~for~~by ~~the~~a ~~Fiscal 2009 Period~~0. ~~The~~7% increase in average ~~concessions~~ticket ~~revenues~~prices, ~~per~~led ~~patron~~to ~~for~~the decrease in the Fiscal ~~2010~~2011 Period ~~was~~admissions ~~primarily~~revenues. The aFiscal ~~result~~2011 ofPeriod ~~selective~~decline ~~price~~in ~~increases.~~attendance was

~~Other Operating Revenues~~16

~~Other~~Table operating revenues increased $0.2 million, or 3.0%, to $6.9 million for the Fiscal 2011 Period, from $6.7 million for the Fiscal 2010 Period. Included in other operating revenues are the theatre access fees paid by National CineMedia (net of payments for on-screen advertising time provided to our beverage concessionaire), revenues from our vendor marketing programs, arcade game revenue and other theatre revenues. The increase in other operating revenues during the Fiscal 2011 Period was primarily driven by increases in arcade game revenue and incremental other theatre revenues, partially offset by slight decreases in revenues from our vendor marketing programs.Contents

~~Other~~primarily ~~operating~~attributable ~~revenues~~to ~~decreased~~a ~~$0.6 million,~~decline orin ~~8.2%,~~the appeal to ~~$6.7 million~~our ~~for~~patrons of the films exhibited in our theatres during the Fiscal ~~2010~~2011 Period, ~~from~~as ~~$7.3 million~~compared ~~for~~to the films exhibited during the Fiscal ~~2009~~2010 Period~~. Included~~, inwhich included the record-breaking performance of Avatar and strong attendance from other ~~operating~~top ~~revenues~~tier ~~are~~releases ~~the~~such ~~theatre~~as ~~access~~Toy ~~fees~~Story ~~paid~~3, byAlice ~~National~~in ~~CineMedia~~Wonderland, Iron ~~(net~~Man of2 ~~payments~~and ~~for~~Inception. ~~on-screen~~In ~~advertising~~addition, ~~time~~the ~~provided~~continued toaging of our ~~beverage~~theatres ~~concessionaire),~~(approximately ~~revenues~~48% ~~from~~of our ~~vendor~~screens ~~marketing~~are ~~programs~~located in older, sloped floor multiplexes) and ~~other~~the ~~theatre~~closure ~~revenues~~of approximately 16 underperforming screens during the Fiscal 2011 Period contributed to the decline in the Fiscal 2011 Period attendance. The ~~decrease~~primary driver of the increase in ~~other~~our ~~operating~~Fiscal 2011 Period average ticket price was an increase in the percentage of our admissions revenues generated by premium-priced 3D films exhibited during the Fiscal ~~2010~~2011 Period ~~was~~and ~~primarily~~selective ~~attributable~~price toincreases aidentified ~~decrease~~during inour ~~revenues~~ongoing ~~from~~periodic ~~our~~pricing ~~vendor~~reviews ~~marketing~~(which ~~programs~~include ~~and~~analysis aof ~~slight~~various ~~decline~~factors insuch ~~revenue~~as ~~generated~~general byinflationary ~~National~~trends ~~CineMedia~~and local market conditions).

~~Operating Expenses~~Concessions

~~The~~Total ~~following~~concessions ~~table~~revenues ~~summarizes~~decreased ~~certain~~$0.1 ~~operating~~million, ~~expenses~~or 0.2%, to $53.0 million in the Fiscal 2012 Period, from $53.1 million in the Fiscal 2011 Period. Average concessions revenues per patron during the Fiscal 2012 Period increased 3.7%, to $3.40, from $3.28 for the Fiscal 2011 Period. The decrease in total concessions revenues during the Fiscal 2012 Period was attributable to the aforementioned decline in attendance during the period, partially offset by an increase in average concessions revenues per patron. The increase in average concessions revenues per patron for the Fiscal ~~2010~~2012 Period was primarily a result of an increase in popcorn and beverage sales volume during the Fiscal ~~2009~~2012 Period, ~~(dollars~~and to a lesser extent, the positive impact of an expanded variety of food items offered in ~~millions):~~certain of our theatres during the Fiscal 2012 Period.

	Fiscal 2011 Period		Fiscal 2010 Period		Fiscal 2009 Period
	$	% of Revenues	$	% of Revenues	$	% of Revenues
Film rental and advertising costs (1)	71.4	50.6	75.7	50.8	79.3	51.0
Cost of concessions (2)	7.1	13.4	7.6	13.8	8.6	14.2
Other theatre operating expenses (3)	82.3	40.9	87.7	41.6	90.4	40.5
Sale and leaseback rentals (3)	15.1	7.5	14.9	7.1	14.8	6.6
General and administrative expenses (3)	6.1	3.0	6.4	3.0	6.8	3.0

Total concessions revenues decreased $1.9 million, or 3.5%, to $53.1 million in the Fiscal 2011 Period, from $55.0 million in the Fiscal 2010 Period. Average concessions revenues per patron during the Fiscal 2011 Period increased 2.5%, to $3.28, from $3.20 for the Fiscal 2010 Period. The decrease in total concessions revenues during the Fiscal 2011 Period was attributable to the aforementioned decrease in attendance during the period, partially offset by the increase in average concessions revenues per patron. The increase in average concessions revenues per patron for the Fiscal 2011 Period was primarily a result of increases in popcorn and beverage sales volume during the Fiscal 2011 Period and selective price increases effected subsequent to the end of the Fiscal 2010 Period.

~~(1) Percentage~~Other ofOperating ~~revenues calculated as a percentage of admissions revenues.~~Revenues

(Other operating revenues increased $1.2~~) Percentage~~ ofmillion, or 17.4%, to $8.1 million for the Fiscal 2012 Period, from $6.9 million for the Fiscal 2011 Period. Included in other operating revenues ~~calculated~~are asthe atheatre ~~percentage~~access fees paid by National CineMedia (net of ~~concessions~~payments for on-screen advertising time provided to our beverage concessionaire), revenues from our vendor marketing programs and other theatre revenues. The increase in other operating revenues during the Fiscal 2012 Period was primarily driven by incremental revenues from our vendor marketing programs, increases in other theatre revenues and increases in theatre access fees.

(Other operating revenues increased $0.2 million, or 3~~) Percentage~~.0%, ofto $6.9 million for the Fiscal 2011 Period, from $6.7 million for the Fiscal 2010 Period. Included in other operating revenues ~~calculated~~are asthe atheatre ~~percentage~~access fees paid by National CineMedia (net of ~~total~~payments for on-screen advertising time provided to our beverage concessionaire), revenues from our vendor marketing programs, arcade game revenue and other theatre revenues. The increase in other operating revenues during the Fiscal 2011 Period was primarily driven by increases in arcade game revenue and incremental other theatre revenues, partially offset by slight decreases in revenues from our vendor marketing programs.

~~Film~~Operating ~~Rental and Advertising Costs~~Expenses

~~Film~~The ~~rental~~following ~~and~~table ~~advertising~~summarizes ~~costs~~certain asoperating aexpenses ~~percentage~~for ~~of admissions revenues declined slightly to 50.6% during~~ the Fiscal ~~2011~~2012 Period, ~~from 50.8% in~~ the Fiscal ~~2010~~2011 Period. ~~The decrease in film rental~~ and ~~advertising costs as a percentage of box office revenues during~~ the Fiscal ~~2011~~2010 Period ~~was~~(dollars ~~primarily~~in ~~attributable to higher film costs associated with the success of Avatar during the Fiscal 2010 Period.~~millions):

Film rental and advertising costs as a percentage of admissions revenues declined slightly to 50.8% during the Fiscal 2010 Period from 51.0% in the Fiscal 2009 Period. The decrease in film rental and advertising costs as a percentage of box office revenues during the Fiscal 2010 Period was primarily the result of a reduction in newspaper advertising costs during such period, partially offset by higher film costs associated with the success of Avatar.



	Fiscal 2012 Period		Fiscal 2011 Period		Fiscal 2010 Period
	$	% of Revenues	$	% of Revenues	$	% of Revenues
Film rental and advertising costs (1)	70.8	50.4	71.4	50.6	75.7	50.8
Cost of concessions (2)	7.0	13.2	7.1	13.4	7.6	13.8
Other theatre operating expenses (3)	76.6	38.0	82.3	40.9	87.7	41.6
Sale and leaseback rentals (3)	15.1	7.5	15.1	7.5	14.9	7.1
General and administrative expenses (3)	6.1	3.0	6.1	3.0	6.4	3.0

~~Cost of Concessions~~17

~~For~~Table ~~the Fiscal 2011 Period, cost~~ of ~~concessions decreased $0.5 million, or 6.6% to $7.1 million as compared to $7.6 million during the Fiscal 2010 Period. Cost of concessions as a percentage of concession revenues for the~~ Contents

18_________________________________________________________________________________

~~Table~~(1) Percentage of ~~Contents~~revenues calculated as a percentage of admissions revenues.

~~Fiscal~~(2) Percentage ~~2011 Period was approximately 13.4%, compared to 13.8% for the Fiscal 2010 Period. The decrease in cost~~ of ~~concessions~~revenues calculated as a percentage of concessions revenues ~~during the Fiscal 2011 Period was primarily related to increases in popcorn and beverage sales volume and selective price increases effected subsequent to the end of the Fiscal 2010 Period~~.

~~For~~(3) Percentage ~~the Fiscal 2010 Period, cost~~ of ~~concessions decreased $1.0 million, or 11.6% to $7.6 million as compared to $8.6 million during the Fiscal 2009 Period. Cost of concessions as a percentage of concession~~ revenues ~~for~~calculated ~~the Fiscal 2010 Period was approximately 13.8%, compared to 14.2% for the Fiscal 2009 Period. The decrease in cost of concessions~~ as a percentage of ~~concessions~~total revenues during the Fiscal 2010 Period was primarily related to selective price increases effected subsequent to the end of the Fiscal 2009 Period, slightly lower raw material costs for certain items and a shift in the mix and sizes of products sold at the concession stand. ~~In addition, we also experienced an increase in the amount of vendor marketing revenue recorded as a reduction of cost of concessions during the Fiscal 2010 Period.~~

~~Other~~Film ~~Theatre~~Rental ~~Operating~~and ~~Expenses~~Advertising Costs

~~Other~~Film ~~theatre~~rental ~~operating~~and ~~expenses~~advertising ~~decreased~~costs ~~$5.4~~as ~~million,~~a orpercentage ~~6.2%,~~of admissions revenues declined slightly to ~~$82~~50.~~3 million~~4% induring the Fiscal ~~2011~~2012 Period, from ~~$87~~50.76% ~~million~~ in the Fiscal ~~2010~~2011 Period. The decrease in ~~other~~film ~~theatre~~rental ~~operating~~and ~~expenses~~advertising ~~during~~costs ~~the~~as ~~Fiscal~~a ~~2011~~percentage ~~Period~~of asadmissions ~~compared~~revenues toduring the Fiscal ~~2010~~2012 Period was primarily attributable to ~~savings~~the inallocation ~~theatre-level~~of ~~payroll,~~films ~~other~~exhibited ~~non-rent~~during ~~occupancy~~the ~~costs~~Fiscal ~~and~~2012 ~~lower~~Period ~~contingent~~compared ~~rent~~to the Fiscal 2011 Period.

~~Other~~Film ~~theatre~~rental ~~operating~~and ~~expenses~~advertising ~~decreased~~costs ~~$2.7 million,~~as ora ~~3.0%,~~percentage of admissions revenues declined slightly to ~~$87~~50.~~7 million~~6% induring the Fiscal ~~2010~~2011 Period, from ~~$90~~50.48% ~~million~~ in the Fiscal ~~2009~~2010 Period. The decrease in ~~other~~film ~~theatre~~rental ~~operating~~and ~~expenses~~advertising ~~during~~costs ~~the~~as ~~Fiscal~~a ~~2010~~percentage ~~Period~~of asadmissions ~~compared~~revenues toduring the Fiscal ~~2009~~2011 Period was primarily ~~driven~~attributable ~~by decreased variable payroll costs related~~ to ~~the~~higher ~~decrease~~film ~~in attendance, a decrease in rent expense and non-rent occupancy~~ costs ~~resulting~~associated ~~from~~with the ~~closure~~success of ~~approximately~~Avatar ~~24 underperforming screens~~ during the Fiscal 2010 Period~~, partially offset by increased costs associated with higher 3D film revenues and incremental DCIP related expenses~~.

~~Sale~~Cost ~~and~~of ~~Leaseback Rentals~~Concessions

~~Sale~~For ~~and~~the ~~leaseback~~Fiscal ~~expenses~~2012 Period, cost of concessions decreased $150.1 million, ~~for~~or 1.4% to $7.0 million as compared to $7.1 million during the Fiscal 2011 Period. Cost ~~were~~of ~~primarily~~concessions ~~consistent~~as ~~with~~a ~~that~~percentage of concession revenues for the Fiscal ~~2010~~2012 Period ~~and~~was approximately 13.2%, compared to 13.4% for the Fiscal ~~2009~~2011 Period. ~~See~~ ~~Note~~The 6decrease toin cost of concessions as a percentage of concessions revenues during the ~~consolidated~~Fiscal ~~financial~~2012 ~~statements~~Period ~~included~~was primarily related to an increase in ~~Part II, Item~~the 8amount of ~~this~~vendor ~~Form~~marketing ~~10-K for~~revenue ~~further~~recorded ~~discussion~~as a reduction of ~~sale~~cost ~~and~~of ~~leaseback~~concessions ~~transactions~~during the Fiscal 2012 Period, partially offset by slightly higher raw material costs for certain items.

~~General~~For the Fiscal 2011 Period, cost of concessions decreased $0.5 million, or 6.6% to $7.1 million as compared to $7.6 million during the Fiscal 2010 Period. Cost of concessions as a percentage of concession revenues for the Fiscal 2011 Period was approximately 13.4%, compared to 13.8% for the Fiscal 2010 Period. The decrease in cost of concessions as a percentage of concessions revenues during the Fiscal 2011 Period was primarily related to increases in popcorn and ~~Administrative~~beverage ~~Expenses~~sales volume and selective price increases effected subsequent to the end of the Fiscal 2010 Period.

~~During~~Other ~~the~~Theatre ~~Fiscal~~Operating 2011 Period, general and administrative expenses decreased $0.3 million, or 4.7%, to $6.1 million, from $6.4 million in the Fiscal 2010 Period. Included in general and administrative expenses are management fees associated with the management agreement between RCI and UATC under which RCI manages the theatre operations of UATC. The decrease in general and administrative expenses during the Fiscal 2011 Period was due to the decrease in management fee costs incurred resulting from the decline in total revenues during the Fiscal 2011 Period. As a percentage of total revenues, general and administrative expenses remained consistent, at 3.0%, during the Fiscal 2011 Period and the Fiscal 2010 Period.Expenses

~~During~~Other ~~the~~theatre ~~Fiscal~~operating ~~2010 Period, general and administrative~~ expenses decreased $05.47 million, or 56.9%, to $676.~~4 million, from $~~6.8 million in the Fiscal ~~2009~~2012 Period, from $82.3 ~~Included~~million in ~~general and administrative expenses are management fees associated with~~ the ~~management~~Fiscal ~~agreement~~2011 ~~between RCI and UATC under which RCI manages the theatre operations of UATC~~Period. The decrease in ~~general~~other ~~and~~theatre ~~administrative~~operating expenses during the Fiscal ~~2010~~2012 Period ~~was~~as ~~due~~compared to the ~~decrease~~Fiscal in2011 ~~management~~Period ~~fee~~was ~~costs~~primarily ~~incurred~~attributable ~~resulting~~to ~~from~~reductions ~~the decrease~~ in ~~total~~theatre ~~revenues~~level ~~during~~payroll ~~the~~and ~~Fiscal~~certain ~~2010~~non-rent ~~Period. As~~occupancy acosts ~~percentage~~resulting offrom ~~total~~the ~~revenues,~~closure ~~general~~of ~~and~~42 ~~administrative~~underperforming ~~expenses~~screens ~~remained consistent, at 3.0%,~~ during the Fiscal ~~2010~~2012 Period and ~~the~~decreased ~~Fiscal~~costs ~~2009~~associated ~~Period~~with lower 3D film revenues.

~~Depreciation~~Other theatre operating expenses decreased $5.4 million, or 6.2%, to $82.3 million in the Fiscal 2011 Period, from $87.7 million in the Fiscal 2010 Period. The decrease in other theatre operating expenses during the Fiscal 2011 Period as compared to the Fiscal 2010 Period was primarily attributable to savings in theatre-level payroll, other non-rent occupancy costs and ~~Amortization~~lower contingent rent.

~~During~~Sale ~~the Fiscal 2011 Period, depreciation~~ and ~~amortization~~Leaseback ~~expense decreased $0.5 million, or 5.1%, to $9.3 million, from $9.8 million in the Fiscal 2010 Period. The decrease in depreciation and amortization expense~~ Rentals

19Sale and leaseback expenses of $15.1 million for the Fiscal 2012 Period were consistent with that of the Fiscal 2011 Period and the Fiscal 2010 Period. See Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further discussion of sale and leaseback transactions.

~~Table~~General ofand ~~Contents~~Administrative Expenses

~~during~~During the Fiscal ~~2011~~2012 Period, asgeneral ~~compared~~and toadministrative expenses of $6.1 million were consistent with that of the Fiscal ~~2010~~2011 Period. As ~~was~~a ~~primarily~~percentage ~~due~~of tototal arevenues, ~~reduction~~general inand ~~depreciation~~administrative ~~related~~expenses toremained ~~the~~consistent, ~~replacement~~at of3.0%, ~~owned~~during ~~35mm~~the ~~film~~Fiscal ~~projectors~~2012 ~~with~~Period ~~leased~~and ~~digital~~the ~~projection~~Fiscal ~~systems~~2011 ~~and~~Period. Included ain ~~greater~~general ~~number~~and ofadministrative ~~fully~~expenses ~~depreciated~~are ~~fixed~~management ~~assets~~fees ~~during~~associated with the ~~Fiscal~~management ~~2011~~agreement ~~Period~~between asRCI ~~compared~~and toUATC under which RCI manages the ~~Fiscal~~theatre ~~2010~~operations ~~Period~~of UATC.

During the Fiscal 2010 Period, depreciation and amortization expense increased $0.7 million, or 7.7%, to $9.8 million, from $9.1 million in the Fiscal 2009 Period. The increase in depreciation and amortization expense during the Fiscal 2010 Period as compared to the Fiscal 2009 Period was primarily due to accelerated depreciation of $0.7 million related to the replacement of 35mm film projectors in connection with our conversion to digital projection systems.18

~~Net~~Table ~~loss (gain) on disposal and impairment~~ of ~~operating assets~~Contents

~~Net~~During ~~loss~~the ~~(gain)~~Fiscal on2011 ~~disposal~~Period, general and ~~impairment~~administrative ofexpenses ~~operating assets~~ decreased $10.63 million, or ~~106~~4.7%, to a $06.1 million, ~~gain~~from ~~during~~$6.4 million in the Fiscal ~~2011~~2010 Period,. The ~~from~~decrease ain ~~$1.5~~general ~~million~~and ~~loss~~administrative inexpenses during the Fiscal ~~2010~~2011 Period~~. The~~ was due to the decrease in ~~net~~management ~~loss~~fee ~~(gain)~~costs onincurred ~~disposal~~resulting ~~and~~from ~~impairment~~the ofdecline ~~operating~~in ~~assets~~total revenues during the Fiscal 2011 Period. As ~~was~~a ~~primarily~~percentage ~~attributable~~of tototal ~~the~~revenues, ~~satisfaction~~general ofand ~~remaining~~administrative ~~lease~~expenses ~~obligations~~remained ~~related~~consistent, toat ~~the~~3.0%, ~~closure~~during ofthe anFiscal ~~underperforming~~2011 ~~theatre~~Period ~~during~~and the Fiscal 2010 Period.

~~Net~~Depreciation ~~loss (gain) on disposal~~ and impairment of operating assets decreased $5.1 million, or 77.3%, to $1.5 million during the Fiscal 2010 Period, from $6.6 million in the Fiscal 2009 Period. The decrease in net loss (gain) on disposal and impairment of operating assets during the Fiscal 2010 Period was primarily attributable to a $3.8 million charge for the remaining lease obligation related to the theatre transferred to Carolina Cinemas during the Fiscal 2009 Period, as described in Note 1 to the consolidated financial statements include in Part II, Item 8 of this Form 10-K, and a gain of $1.2 million recorded in the Fiscal 2010 Period related to the final lease termination settlement for this theatre. In addition, the decrease was due to the satisfaction of remaining lease obligations related to the closure of an underperforming theatre and the impairment of two theatres during the Fiscal 2009 Period, partially offset by the satisfaction of remaining lease obligations related to the closure of the underperforming theatre during the Fiscal 2010 Period as described above.Amortization

~~Income~~During the Fiscal 2012 Period, depreciation and amortization expense decreased $1.2 million, or 12.9%, to $8.1 million, from ~~Operations~~$9.3 million in the Fiscal 2011 Period. The decrease in depreciation and amortization expense during the Fiscal 2012 Period as compared to the Fiscal 2011 Period was primarily due to a reduction in depreciation related to the replacement of owned 35mm film projectors with leased digital projection systems and lower depreciation associated with the reduction in our screen count subsequent to the end of the Fiscal 2011 Period.

~~Income~~During ~~from~~the ~~operations~~Fiscal ~~increased~~2011 Period, depreciation and amortization expense decreased $20.95 million, or 405.81%, to $109.03 million ~~during the Fiscal 2011 Period~~, from $79.1 8 million in the Fiscal 2010 Period. The ~~net~~decrease ~~increase~~ in ~~income~~depreciation ~~from~~and ~~operations~~amortization expense during the Fiscal 2011 Period as compared to the Fiscal 2010 Period was primarily ~~attributable~~due to a reduction in ~~certain~~depreciation ~~variable~~related ~~operating~~to ~~expense~~the ~~line~~replacement ~~items~~of ~~described~~owned ~~above~~35mm ~~and~~film ~~lower~~projectors ~~loss~~with onleased ~~disposal~~digital projection systems and ~~impairment~~a greater number of ~~operating~~fully ~~assets,~~depreciated ~~partially~~fixed ~~offset~~assets byduring the ~~decrease~~Fiscal in2011 ~~total~~Period ~~revenues~~as compared to the Fiscal 2010 Period.

~~Income~~Net from operations decreased $0.7 million, or 9.0%, to $7.1 million during the Fiscal 2010 Period, from $7.8 million in the Fiscal 2009 Period. The net decrease in income from operations during the Fiscal 2010 Period as compared to the Fiscal 2009 Period was primarily attributable to the overall decrease in total revenues and the increase in depreciation and amortization expense, partially offset by decreases in various operating expense line items including film rental and advertising costs, cost of concessions, other theatre operating expenses and administrative costs during the Fiscal 2010 Period along with a lower loss (gain) on disposal ~~and impairment~~ of operating assets. and other

~~Interest~~Net ~~Income~~loss (gain) on disposal of operating assets and other increased $3.3 million, ~~Net~~to a $3.2 million loss during the Fiscal 2012 Period, from a $0.1 million gain in the Fiscal 2011 Period. The increase in net loss (gain) on disposal of operating assets and other during the Fiscal 2012 Period was primarily attributable to a $2.8 million increase in our loss contingency reserve which is more fully described in Note 8 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Net ~~interest~~loss ~~income~~(gain) on disposal of ~~less~~operating ~~than~~assets and other decreased $1.6 million, or 106.7%, to a $0.1 million ~~for~~gain during the Fiscal 2011 Period, ~~was~~from ~~consistent~~a ~~with~~$1.5 ~~that~~million ofloss in the Fiscal 2010 Period. The decrease in net loss (gain) on disposal of operating assets and other during the Fiscal ~~2009~~2011 Period was primarily attributable to the satisfaction of remaining lease obligations related to the closure of an underperforming theatre during the Fiscal 2010 Period.

Income ~~Taxes~~from Operations

~~The~~Income ~~provision~~from ~~for~~operations ~~income taxes~~ increased $1.4.6 million, or 4546.20%, to $414.56 million ~~for~~during the Fiscal ~~2011~~2012 Period, from $310.10 million ~~for~~in the Fiscal ~~2010~~2011 Period. ~~Accordingly,~~ ~~the~~The ~~effective~~net ~~tax~~increase ~~rate~~in ~~was~~income ~~45.0%~~from ~~and~~operations ~~43.7%~~during ~~for~~ the Fiscal ~~2011~~2012 ~~and~~Period ~~Fiscal~~as ~~2010~~compared ~~Periods,~~to ~~respectively. The increase in~~ the ~~effective~~Fiscal ~~tax~~2011 ~~rate~~Period was primarily ~~related~~attributable to ~~the~~a ~~settlement~~slight ofincrease ~~state~~in ~~tax~~total ~~positions~~revenues, ~~during~~reductions ~~the~~in ~~Fiscal~~certain ~~2011~~variable ~~Period. The~~operating ~~effective~~expense ~~tax~~line ~~rate~~items ~~for~~described ~~each~~above, ~~period~~partially ~~also~~offset ~~reflects~~by ~~the~~a ~~impact~~greater net loss on disposal of ~~certain~~operating ~~non-deductible~~assets ~~expenses~~and other.

20Income from operations increased $2.9 million, or 40.8%, to $10.0 million during the Fiscal 2011 Period, from $7.1 million in the Fiscal 2010 Period. The net increase in income from operations during the Fiscal 2011 Period as compared to the Fiscal 2010 Period was primarily attributable to a reduction in certain variable operating expense line items described above and lower loss on disposal of operating assets and other, partially offset by the decrease in total revenues.

~~Table~~Income ~~of Contents~~Taxes

The provision for income taxes increased $03.13 million, or 373.3%, to $37.18 million for the Fiscal ~~2010~~2012 Period, from $34.05 million for the Fiscal ~~2009~~2011 Period. Accordingly, the effective tax rate was 4353.74% and 3845.0% for the Fiscal ~~2010~~2012 and Fiscal ~~2009~~2011 Periods, respectively. The increase in the effective tax rate was primarily ~~attributable~~related to ana ~~increase~~change in ~~the~~state ~~valuation~~tax ~~allowance~~filing methods during the Fiscal ~~2010~~2012 Period ~~relative to state net operating loss carryforwards~~. The effective tax rate for each period also reflects the impact of certain non-deductible expenses.

~~Net~~The ~~Income~~provision ~~Attributable~~for income taxes increased $1.4 million, or 45.2%, to ~~Controlling~~$4.5 ~~Interest~~million for the Fiscal 2011 Period, from $3.1 million for the Fiscal 2010 Period. Accordingly, the effective tax rate was 45.0% and 43.7% for the Fiscal 2011 and Fiscal 2010 Periods, respectively. The increase in the effective tax rate was primarily related to the settlement of state tax positions during the Fiscal 2011 Period. The effective tax rate for each period also reflects the impact of certain non-deductible expenses.

~~During~~Net ~~the~~Income ~~Fiscal~~Attributable ~~2011 Period, net income attributable~~ to ~~controlling~~Controlling interest totaled $5.4 million, which represents an increase of $1.4 million over the Fiscal 2010 Period. The increase in net income attributable to controlling interest for the Fiscal 2011 Period was primarily attributable to the increase in operating income described above, partially offset by an increase in income taxes described above.Interest

During the Fiscal 2010 Period, net income attributable to controlling interest totaled $4.0 million, which represents a decrease of $0.8 million, from net income attributable to controlling interest of $4.8 million in the Fiscal 2009 Period. The decrease in net income attributable to controlling interest for the Fiscal 2010 Period was primarily attributable to the decrease in operating income coupled with an increase in income taxes described above.19

~~Quarterly~~Table ~~Results~~of Contents

~~The~~During ~~following~~the ~~tables~~Fiscal ~~set~~2012 ~~forth~~Period, ~~selected~~net ~~unaudited~~income ~~quarterly~~attributable ~~results~~to ~~for~~controlling ~~the~~interest ~~eight~~totaled ~~quarters~~$6.7 ~~ended December 29~~million, ~~2011.~~which ~~The~~represents ~~quarterly~~an ~~financial~~increase ~~data as~~ of ~~each~~$1.3 ~~period~~million ~~presented~~over ~~below~~the ~~have~~Fiscal ~~been~~2011 ~~derived from UATC’s unaudited condensed consolidated financial statements for those periods~~Period. The ~~Results~~increase ~~for~~in ~~these~~net ~~periods~~income ~~are~~attributable ~~not~~to ~~necessarily~~controlling ~~indicative~~interest ~~of results~~ for the ~~full~~Fiscal ~~year.~~2012 ~~The~~Period ~~quarterly~~was ~~financial~~primarily ~~data~~attributable ~~should~~to bethe ~~read~~increase in ~~conjunction~~operating ~~with~~income ~~the~~described ~~consolidated~~above, ~~financial~~partially ~~statements~~offset ofby ~~UATC~~an ~~and~~increase ~~notes thereto included~~ in ~~Part~~income ~~II,~~taxes ~~Item~~described ~~8 of this Form 10-K~~above.

	Dec. 29, 2011			Sept. 29, 2011		June 30, 2011		March 31, 2011			Dec. 30, 2010		Sept. 30, 2010		July 1, 2010		April 1, 2010
	(in millions)
Total revenues	$	44.5		$	58.1	$	57.2	$	41.4		$	47.1	$	55.3	$	56.3	$	52.0
Income (loss) from operations (1)	0.7			5.7		5.1		(1.5		)	2.2		3.5		3.4		(2.0		)
Net income (loss) attributable to controlling interest (1)	(0.1		)	3.4		3.0		(0.9		)	1.0		2.2		2.0		(1.2		)

During the Fiscal 2011 Period, net income attributable to controlling interest totaled $5.4 million, which represents an increase of $1.4 million over the Fiscal 2010 Period. The increase in net income attributable to controlling interest for the Fiscal 2011 Period was primarily attributable to the increase in operating income described above, partially offset by an increase in income taxes described above.

~~(1) In~~Quarterly conjunction with Regal’s acquisition of Consolidated Theatres Holdings, G.P. (“Consolidated Theatres”) on April 30, 2008, Regal entered into a final judgment with the Antitrust Division of the United States Department of Justice (“DOJ”) to hold separate and divest of four theatres comprising 52 screens in North Carolina. One of the four theatres subject to the judgment was an existing ten screen theatre leased by UATC with declining cash flows. The assets of this theatre had been previously impaired due to its declining cash flows. On April 30, 2009, pursuant to the final judgment between Regal and the DOJ, UATC transferred the theatre to another theatre operator, Carolina Cinemas LLC (“Carolina Cinemas”). In order to implement the assignment of this theatre, UATC entered into an operating agreement with Carolina Cinemas to address various matters including, without limitation, the use of equipment owned by UATC, as well as payment of annual rent during the agreement. Pursuant to this operating agreement, until the lease for this theatre expires on December 31, 2017, UATC shall be solely responsible for paying the landlord the rent due under the lease. As a result of this agreement, UATC recorded a liability of approximately $4.2 million for the present value of the total remaining lease obligation for this theatre assigned to Carolina Cinemas. During the quarter ended September 30, 2010, Carolina Cinemas informed UATC that it would no longer operate this theatre. Subsequently the Company negotiated an early lease termination with the landlord resulting in a gain of approximately $1.2 million during the quarter ended December 30, 2010.Results

~~Liquidity~~The following table sets forth selected unaudited quarterly results for the eight quarters ended December 27, 2012. The quarterly financial data as of each period presented below have been derived from UATC’s unaudited condensed consolidated financial statements for those periods. Results for these periods are not necessarily indicative of results for the full year. The quarterly financial data should be read in conjunction with the consolidated financial statements of UATC and ~~Capital~~notes ~~Resources~~thereto included in Part II, Item 8 of this Form 10-K.

On a consolidated basis, we expect our primary uses of cash to be for operating expenses, capital



	Dec. 27, 2012			Sept. 27, 2012		June 28, 2012		March 29, 2012		Dec. 29, 2011			Sept. 29, 2011		June 30, 2011		March 31, 2011
	(in millions)
Total revenues	$	48.2		$	50.6	$	52.8	$	49.9	$	44.5		$	58.1	$	57.2	$	41.4
Income (loss) from operations	1.3			5.2		4.2		3.9		0.7			5.7		5.1		(1.5		)
Net income (loss) attributable to controlling interest	(1.3		)	3.1		2.5		2.4		(0.1		)	3.4		3.0		(0.9		)

21Liquidity and Capital Resources

~~Table~~On a consolidated basis, we expect our primary uses of ~~Contents~~cash to be for operating expenses, capital expenditures, investments, general corporate purposes related to corporate operations and debt service. The principal sources of liquidity are cash generated from operations and cash on hand.

~~expenditures,~~Operating ~~investments, general corporate purposes related to corporate operations and debt service. The principal sources of liquidity are cash generated from operations and cash on hand.~~Activities

~~Operating~~Our ~~Activities~~revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit cards at the point of sale. Our operating expenses are primarily related to film and advertising costs, rent and occupancy and payroll. Film costs are ordinarily paid to distributors within 30 days following receipt of admissions revenues and the cost of the Company’s concessions are generally paid to vendors approximately 30 to 35 days from purchase. Our current liabilities include items that will become due within 12 months. In addition, from time to time, we may use cash from operations to fund dividends to our Parent in excess of net income attributable to controlling interest and cash flows from operating activities less cash flows from investing and other financing activities. As a result, at any given time, our balance sheet may reflect a working capital deficit.

~~Our~~Net ~~revenues~~cash ~~are~~flows ~~generated~~provided ~~principally~~by ~~through~~operating ~~admissions~~activities totaled approximately $14.0 million, $11.5 million and ~~concessions~~$5.3 ~~sales~~million ~~with~~for ~~proceeds~~the ~~received~~Fiscal in2012 ~~cash~~Period, orthe ~~via~~Fiscal ~~credit~~2011 ~~cards~~Period atand the ~~point~~Fiscal of2010 ~~sale~~Period, respectively. The ~~Our~~$2.5 million increase in net cash flows generated from operating ~~expenses~~activities ~~are~~for ~~primarily~~the ~~related~~Fiscal 2012 Period as compared to ~~film~~the ~~and~~Fiscal ~~advertising~~2011 ~~costs,~~Period ~~rent~~was ~~and~~caused ~~occupancy~~by ~~and~~a ~~payroll~~$7.1 ~~Film~~million ~~costs~~increase ~~are~~in ~~ordinarily~~net ~~paid~~income toexcluding ~~distributors~~non-cash ~~within~~items, 30partially ~~days~~offset ~~following~~by ~~receipt~~negative offluctuations ~~admissions~~in ~~revenues~~working ~~and~~capital ~~the~~activity ~~cost~~ of ~~the~~approximately ~~Company’s~~$4.6 ~~concessions~~million. Working ~~are~~capital ~~generally~~activity ~~paid~~was toprimarily ~~vendors~~impacted ~~approximately~~by 30negative tofluctuations 35in ~~days~~accounts ~~from~~payable ~~purchase.~~activity ~~Our~~(primarily ~~current~~film rental liabilities), ~~generally~~partially ~~include~~offset ~~items~~by ~~that~~positive ~~will~~fluctuations ~~become~~in ~~due~~accrued ~~within~~expenses 12and ~~months. In~~other ~~addition,~~liabilities ~~from~~during ~~time~~the Fiscal 2012 Period as compared to ~~time,~~the weFiscal ~~may~~2011 ~~use~~Period. The ~~cash~~negative ~~from~~fluctuation ~~operations~~in toaccounts ~~fund~~payable ~~dividends~~activity towas ~~our~~primarily ~~Parent~~due into ~~excess~~the timing of ~~net~~film ~~income~~and ~~attributable~~certain toother ~~controlling~~vendor ~~interest~~payments associated with decreased attendance and ~~cash~~admissions ~~flows~~revenues ~~from~~at ~~operating~~our ~~activities~~theaters ~~less~~during ~~cash~~the ~~flows~~latter ~~from~~part ~~investing~~of ~~and~~the ~~other~~Fiscal ~~financing~~2012 ~~activities~~Period. As aThe ~~result,~~positive atfluctuation ~~any~~in ~~given~~accrued ~~time,~~expenses ~~our~~and ~~balance~~other ~~sheet~~liabilities ~~may~~activity ~~reflect~~was aprimarily ~~working~~due ~~capital~~to ~~deficit~~the timing of certain Fiscal 2012 Period vendor payments.

Net cash flows provided by operating activities totaled approximately $11.5 million, $5.3 million and $18.7 million for the Fiscal 2011 Period, the Fiscal 2010 Period and the Fiscal 2009 Period, respectively. The $6.2 million increase in net cash flows generated from operating activities for the Fiscal 2011 Period as compared to the Fiscal 2010 Period was caused by a $7.3 million positive fluctuation in working capital activity, partially offset by a $1.1 million decrease in net income excluding non-cash items. In the Fiscal 2011 Period, a $2.3 million reduction in accrued expenses and other liabilities was the primary driver of working capital activity that negatively impacted cash flow from operating activities by $1.3 million. The reduction in accrued expenses and other liabilities was primarily related to a reduction in reserves associated with lease termination costs for closed theatres during the Fiscal 2010 Period. In the Fiscal 2010 Period, a $4.3 million reduction in accounts payable, a $1.8 million reduction in accrued expenses and a $2.8 million increase in prepaid expenses and other assets (primarily related to a change in straight-line rent balance), partially offset by a $0.7 million decrease in other receivables (including income taxes) were the primary components of working capital activity that negatively impacted cash flows from operating activities by $8.6 million. The decrease in accounts payable (primarily film rental liabilities) in the Fiscal 2010 Period was primarily due to lower attendance and box office revenue at our theatres during the latter part of the period coupled with the timing of certain film payments. The Fiscal 2010 Period decrease in accrued expenses was due to a reduction in reserves associated with lease termination costs for closed theatres. The decrease in other receivables was attributable to a reduction in the income tax receivable resulting from income tax refunds received during the Fiscal 2010 Period.

The $13.4 million decrease in net cash flows generated from operating activities for the Fiscal 2010 Period as compared to the Fiscal 2009 Period was caused by a $5.1 million reduction in net income excluding non-cash items coupled with negative fluctuations in working capital activity. In the Fiscal 2010 Period, a $4.3 million reduction in accounts payable, a $1.8 million reduction in accrued expenses and a $2.8 million increase in prepaid expenses and other assets (primarily related to a change in straight-line rent balance), partially offset by a $0.7 million decrease in other receivables (including income taxes) were the primary components of working capital activity that negatively impacted cash flows from operating activities by $8.6 million. The decrease in accounts payable (primarily film rental liabilities) in the Fiscal 2010 Period was primarily due to lower attendance and box office revenue at our theatres during the latter part of the period coupled with the timing of certain film payments. The Fiscal 2010 Period decrease in accrued expenses was due to a reduction in reserves associated with lease termination costs for closed theatres. The decrease in other receivables was attributable to a reduction in the income tax receivable resulting from income tax refunds received during the Fiscal 2010 Period. In the Fiscal 2009 Period, the working capital change was $0.3 million.20

~~Investing~~Table ~~Activities~~of Contents

~~Our~~expenses and other liabilities was the primary driver of working capital ~~requirements~~activity ~~have~~that ~~historically~~negatively ~~arisen~~impacted ~~principally~~cash flow from operating activities by $1.3 million. The reduction in ~~connection~~accrued expenses and other liabilities was primarily related to a reduction in reserves associated with ~~retrofitting~~lease ~~existing~~termination costs for closed theatres, ~~upgrading~~during the ~~Company’s~~Fiscal ~~theatre~~2010 ~~facilities~~Period. In the Fiscal 2010 Period, a $4.3 million reduction in accounts payable, a $1.8 million reduction in accrued expenses and ~~replacing~~a ~~equipment~~$2.8 Wemillion ~~fund~~increase in prepaid expenses and other assets (primarily related to a change in straight-line rent balance), partially offset by a $0.7 million decrease in other receivables (including income taxes) were the ~~cost~~primary components of working capital ~~expenditures~~activity ~~through~~that ~~internally~~negatively ~~generated~~impacted cash flows from operating activities by $8.6 million. The decrease in accounts payable (primarily film rental liabilities) in the Fiscal 2010 Period was primarily due to lower attendance and ~~cash~~box onoffice ~~hand~~revenue at our theatres during the latter part of the period coupled with the timing of certain film payments. The Fiscal 2010 Period decrease in accrued expenses was due to a reduction in reserves associated with lease termination costs for closed theatres. The decrease in other receivables was attributable to a reduction in the income tax receivable resulting from income tax refunds received during the Fiscal 2010 Period.

~~During~~Investing fiscal 2011, we completed our deployment of 3D compatible digital projection systems across our circuit. We believe the installation of 3D digital projection systems allows us to offer our patrons premium 3D movies and all-digital format experiences that we believe generate incremental revenue and cash flows for the Company. We are pleased with the benefits and future potential of digital cinema primarily as it relates to 3D film product and other 3D content and with the continued support of 3D film product by the major motion picture studios. As of DecemberActivities

22Our capital requirements have historically arisen principally in connection with retrofitting existing theatres, upgrading the Company’s theatre facilities and replacing equipment. We fund the cost of capital expenditures through internally generated cash flows and cash on hand.

~~Table~~We have completed our deployment of ~~Contents~~3D compatible digital projection systems across our circuit. We believe the installation of 3D digital projection systems allows us to offer our patrons premium 3D movies and all-digital format experiences that we believe generate incremental revenue and cash flows for the Company. We are pleased with the benefits of digital cinema primarily as it relates to 3D film product and other 3D content and with the continued support of 3D film product by the major motion picture studios.

~~29,~~The ~~2011,~~Company wehas ~~operated~~a ~~345~~formal ~~screens~~and ~~outfitted~~intensive review procedure for the authorization of capital projects, with ~~digital~~the ~~projection~~most ~~systems.~~important financial measure of acceptability for a discretionary non-maintenance capital project being whether its projected discounted cash flow return on investment meets or exceeds the Company’s internal rate of return targets. We currently expect tocapital ~~outfit~~expenditures ~~substantially~~for ~~all~~theatre ofexpansion, ~~our~~upgrading ~~screens~~and ~~with~~equipment ~~digital~~replacements ~~projection~~to ~~systems~~be byin ~~late~~the ~~2012~~range orof ~~early~~approximately $4.0 million to $8.0 million in fiscal year 2013.

~~The~~On ~~Company~~March 10, ~~has~~2010, aDCIP ~~formal~~executed definitive agreements and ~~intensive~~related ~~review~~financing ~~procedure~~transactions ~~for~~in connection with the ~~authorization~~conversion ofto ~~capital~~digital ~~projects,~~projection. ~~with~~DCIP’s ~~the~~financing ~~most~~raised ~~important~~approximately ~~financial~~$660.0 ~~measure~~million, consisting of ~~acceptability~~approximately ~~for~~$445.0 amillion ~~discretionary~~in ~~non-maintenance~~senior bank debt, approximately $135.0 million in additional junior capital ~~project~~and ~~being~~approximately ~~whether~~$80.0 ~~its~~million ~~projected~~in ~~discounted~~equity contributions (consisting of cash ~~flow~~and ~~return~~existing ondigital ~~investment~~projection ~~meets~~systems) orfrom ~~exceeds~~Regal, AMC and Cinemark. Concurrent with closing, RCI entered into a master equipment lease agreement (the ~~Company’s~~"Master ~~internal~~Lease") ~~rate~~and ofother ~~return~~related ~~targets. We~~agreements ~~currently~~(collectively ~~expect~~the ~~capital~~"Digital ~~expenditures~~Cinema ~~for~~Agreements") ~~theatre~~with ~~expansion~~Kasima, ~~upgrading~~LLC, ~~and~~a ~~equipment~~wholly-owned ~~replacements~~subsidiary of DCIP. Subsequent to bethe inexecution of the ~~range~~Digital Cinema Agreements, UATC distributed its existing digital projection systems with a net book value of approximately $42.07 million to $8RCI.0 ~~million~~Each inof ~~fiscal~~Regal, ~~year~~AMC ~~2012~~and Cinemark has an equal voting interest in DCIP.

OnDCIP’s ~~March 10,~~initial ~~2010~~financing, ~~DCIP~~coupled ~~executed~~with ~~definitive~~a ~~agreements~~second ~~and~~round ~~related~~of financing ~~transactions~~completed in ~~connection~~March 2011 ~~with~~(which consisted of a new $220.0 million term loan facility), has covered the cost of conversion to digital projection. for our entire circuit. DCIP’s ~~financing~~funds ~~raised~~the ~~approximately~~cost ~~$660.0~~of ~~million,~~conversion ~~consisting~~to digital projection principally through the collection of ~~approximately~~virtual ~~$445~~print fees from motion picture studios and equipment lease payments from participating exhibitors, including Regal.0 In ~~million~~accordance inwith ~~senior~~the ~~bank~~Master ~~debt~~Lease, ~~approximately~~RCI ~~$135~~entered into a sublease (the "Sublease") to provide the digital projection systems to UATC under a twelve-year term with ten one-year fair value renewal options.0 ~~million~~The inMaster ~~additional~~Lease ~~junior~~also ~~capital~~contains a fair value purchase option. Under the Master Lease and ~~approximately~~the Sublease, UATC pays RCI annual minimum rent of $~~80.0~~1,000 ~~million~~per indigital ~~equity~~projection ~~contributions~~system ~~(consisting~~from the effective date of ~~cash~~the agreement through the end of the lease term and ~~existing~~is, upon certain conditions described below, subject to incremental annual rent of $2,000 per digital projection ~~systems)~~system ~~from~~beginning ~~Regal,~~at ~~AMC~~six and ~~Cinemark~~a half years from the effective date of the agreement through the end of the lease term. ~~Concurrent~~In ~~with~~the event that the junior capital raised by DCIP in the initial financing transactions remains outstanding at any time on or after the date that is six and a half years after the closing date of March 2010, ~~RCI~~the ~~entered~~holders ~~into~~of athe ~~master~~related ~~equipment~~notes ~~lease~~will ~~agreement~~have (the ~~“Master~~right ~~Lease”)~~to require Regal and other ~~related~~participating ~~agreements~~exhibitors ~~(collectively~~to ~~the~~make ~~“Digital~~incremental ~~Cinema~~minimum ~~Agreements”)~~rent ~~with~~payments ~~Kasima,~~of ~~LLC~~$2,000 aper ~~wholly-owned~~digital ~~subsidiary~~projection system per year through the earlier of ~~DCIP~~the end of the lease term or until such notes are repaid. UATC ~~Subsequent~~considers toboth the ~~execution~~$1,000 ofminimum rental and the ~~Digital~~incremental ~~Cinema~~minimum ~~Agreements~~rental payment of $2,000 ~~UATC~~per ~~distributed~~digital projection system to be minimum rents and accordingly has recorded such rents on a straight-line basis in its ~~existing~~consolidated financial statements. UATC is also subject to various types of other rent if such digital projection systems ~~with~~do anot ~~net~~meet ~~book~~minimum ~~value~~performance ofrequirements ~~approximately~~as $2outlined in the Master Lease and the Sublease.7 ~~million~~Certain of the other rent payments are subject to ~~RCI~~either a monthly or an annual maximum. ~~Each~~UATC ofaccounts ~~Regal,~~for ~~AMC~~the Sublease as an operating lease for accounting purposes. During the Fiscal 2012 Period and ~~Cinemark~~the ~~has~~Fiscal an2011 ~~equal~~Period, ~~voting~~the ~~interest~~Company inincurred ~~DCIP~~total rent of approximately $1.0

DCIP’s initial financing described above, coupled with a second round of financing completed in March 2011 (which consisted of a new $220.0 million term loan facility), will cover the cost of conversion to digital projection for our entire circuit. DCIP funds the cost of conversion to digital projection principally through the collection of virtual print fees from motion picture studios and equipment lease payments from participating exhibitors, including Regal. In accordance with the Master Lease, RCI entered into a sublease (the “Sublease”) to provide the digital projection systems to UATC under a twelve-year term with ten one-year fair value renewal options. The Master Lease also contains a fair value purchase option. Under the Master Lease and the Sublease, UATC pays RCI annual minimum rent of $1,000 per digital projection system from the effective date of the agreement through the end of the lease term and is, upon certain conditions described below, subject to incremental annual rent of $2,000 per digital projection system beginning at six and a half years from the effective date of the agreement through the end of the lease term. In the event that the junior capital raised by DCIP in the initial financing transactions remains outstanding at any time on or after the date that is six and a half years after the closing date of March 2010, the holders of the related notes will have the right to require Regal and other participating exhibitors to make incremental minimum rent payments of $2,000 per digital projection system per year through the earlier of the end of the lease term or until such notes are repaid. UATC considers both the $1,000 minimum rental and the incremental minimum rental payment of $2,000 per digital projection system to be minimum rents and accordingly has recorded such rents on a straight-line basis in its consolidated financial statements. UATC is also subject to various types of other rent if such digital projection systems do not meet minimum performance requirements as outlined in the Master Lease and the Sublease. Certain of the other rent payments are subject to either a monthly or an annual maximum. UATC accounts for the Sublease as an operating lease for accounting purposes. During the years ended December 29, 2011 and December 30, 2010, the Company incurred total rent of approximately $0.6 million and $0.2 million, respectively, associated with the leased digital projection systems.21

~~Net~~Table cash flows used in investing activities totaled approximately $2.6 million, $4.8 million and $4.7 million for the Fiscal 2011 Period, the Fiscal 2010 Period and the Fiscal 2009 Period, respectively. The $2.2 million decrease in cash flows used in investing activities during the Fiscal 2011 Period, as compared to the Fiscal 2010 Period, was primarily attributable to greater proceeds from the disposition of assets of approximately $1.7 million during the Fiscal 2011 Period and a $0.5 million reduction in capital expenditures during the Fiscal 2011 Period. Contributing to the $0.1 million increase in cash flows used in investing activities during the Fiscal 2010 Period, as compared to the Fiscal 2009 Period, was fewer proceeds from the disposition of assets of approximately $0.1 million during the Fiscal 2010 Period and $0.1 million in partnership distributions during the Fiscal 2010 Period, partially offset by capital expenditures that were approximately $0.1 million lower during the Fiscal 2010 Period.Contents

~~Financing~~million ~~Activities~~and $0.6 million, respectively, associated with the leased digital projection systems. As of December 27, 2012, we operated 473 screens outfitted with digital projection systems.

Net cash flows used in ~~financing~~investing activities ~~were~~totaled approximately $6.5 .6 million, $72.96 million and $74.08 million for the Fiscal ~~2011~~2012 Period, the Fiscal ~~2010~~2011 Period and the Fiscal ~~2009~~2010 Period, respectively. The $3.0 million increase in cash flows used in investing activities during the Fiscal 2012 Period, as compared to the Fiscal 2011 Period, was attributable to a $3.0 million increase in net capital expenditures during the Fiscal 2012 Period. The $2.2 million decrease in cash flows used in investing activities during the Fiscal 2011 Period, as compared to the Fiscal 2010 Period, was primarily attributable to greater proceeds from the disposition of assets of approximately $1.7 million during the Fiscal 2011 Period and a $0.5 million reduction in capital expenditures during the Fiscal 2011 Period.

23Financing Activities

~~Table~~Net cash flows used in financing activities were approximately $8.5 million, $6.5 million and $7.9 million for the Fiscal 2012 Period, the Fiscal 2011 Period and the Fiscal 2010 Period, respectively. The net increase in cash flows used in financing during the Fiscal 2012 Period as compared to the Fiscal 2011 Period of ~~Contents~~$2.0 million was primarily attributable to the change in related party receivable and other activity of $2.2 million during the Fiscal 2012 Period as compared to the Fiscal 2011 Period (described further in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K), partially offset by a decrease of $0.2 million in debt payments during the Fiscal 2012 Period. The net decrease in cash flows used in financing activities during the Fiscal 2011 Period as compared to the Fiscal 2010 Period of $1.4 million was primarily attributable to the change in the related party receivable of $1.5 million during the Fiscal 2011 Period as compared to the Fiscal 2010 Period, partially offset by an increase of $0.1 million in debt payments during the Fiscal 2011 Period.

flows used in financing activities during the Fiscal 2011 Period as compared to the Fiscal 2010 Period of $1.4 million was primarily attributable to the change in the related party receivable of $1.5 million during the Fiscal 2011 Period as compared to the Fiscal 2010 Period (described further in Note 5 to the consolidated financial statements included in Part II, Item 8 of this Form 10Sale-~~K),~~Leaseback partially offset by an increase of $0.1 million in debt payments during the Fiscal 2011 Period. The net increase in cash flows used in financing activities during the Fiscal 2010 Period as compared to the Fiscal 2009 Period of $0.9 million was primarily attributable to the change in the related party receivable of $0.9 million during the Fiscal 2010 Period as compared to the Fiscal 2009 Period.Transactions

~~Sale-Leaseback~~For ~~Transactions~~information regarding our various sale and leaseback transactions, refer to Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

~~For~~Contractual ~~information~~Cash ~~regarding~~Obligations ~~our various sale~~ and ~~leaseback transactions, refer to Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.~~Commitments

~~Contractual~~The ~~Cash~~Company ~~Obligations~~primarily leases its theatres pursuant to long-term non-cancelable operating leases, including leases that are subject to sale and ~~Commitments~~leaseback transactions, as further described in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Other than operating leases that are detailed below, the Company does not utilize variable interest entities or any other form of off-balance sheet financing. As of December 27, 2012, the Company’s estimated contractual cash obligations and commercial commitments over the next several periods are as follows (in millions):

The Company primarily leases its theatres pursuant to long-term non-cancelable operating leases, including leases that are subject to sale and leaseback transactions, as further described in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Other than operating leases that are detailed below, the Company does not utilize variable interest entities or any other form of off-balance sheet financing. As of December 29, 2011, the Company’s estimated contractual cash obligations and commercial commitments over the next several periods are as follows (in millions):



	Payments Due By Period
Contractual Obligations	Total		Current		13-36 Months		37-60 Months		After 60 Months
Capital lease obligations, including interest(1)	$	1.3	$	0.4	$	0.7	$	0.2	$	—
Purchase commitments(2)	0.5		0.5		—		—		—
Operating leases(3)	153.1		35.9		67.6		30.7		18.9
Total contractual cash obligations	$	154.9	$	36.8	$	68.3	$	30.9	$	18.9

	Payments Due By Period
Contractual Obligations	Total		Current		13-36 Months		37-60 Months		After 60 Months
Capital lease obligations, including interest(1)	$	1.5	$	0.3	$	0.7	$	0.5	$	—
Purchase commitments(2)	1.0		0.6		0.4		—		—
Operating leases(3)	175.5		36.1		66.0		50.1		23.3
Total contractual cash obligations	$	178.0	$	37.0	$	67.1	$	50.6	$	23.3

_____________________________________________

(1) The present value of these obligations, excluding interest, is included on our consolidated balance sheet as of December 2927, ~~2011~~2012. Future interest payments are calculated based on interest rates implicit in the underlying leases, which have an interest rate of 10.0%, maturing in 2016. Refer to Note 4 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information about our capital lease obligations.

(2) Includes estimated capital expenditures to which we were committed as of December 29 27, ~~2011~~2012, including improvements associated with existing theatres and the estimated cost of ADA related betterments.

(3) We enter into operating leases in the ordinary course of business. Such lease agreements provide us with the option to renew the leases at defined or then fair value rental rates for various periods. Our future operating lease obligations would change if we exercised these renewal options or if we enter into additional operating lease agreements. Our operating lease obligations are further described in Note 6 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

We believe that the amount of cash and cash equivalents on hand and cash flow expected from operations will be adequate for the Company to execute its business strategy and meet anticipated requirements for lease obligations, capital expenditures, working capital and debt service for the next 12 months.

~~Off-Balance Sheet Arrangements~~22

~~Other~~Table ~~than~~of ~~the operating leases detailed above in this Form 10-K, under the heading “Contractual Cash Obligations and Commitments,” the Company has no other off-balance sheet arrangements.~~Contents

~~Recent~~Off-Balance ~~Accounting~~Sheet ~~Pronouncements~~Arrangements

~~For~~Other athan ~~discussion of~~ the ~~recent~~operating ~~accounting~~leases ~~pronouncements~~detailed ~~relevant~~above toin ~~our~~this ~~operations~~Form 10-K, ~~please refer to the information provided~~ under ~~Note 3 to~~ the ~~consolidated~~heading ~~financial~~"Contractual ~~statements~~Cash ~~included~~Obligations inand ~~Part II~~Commitments," ~~Item~~the 8Company ofhas ~~this~~no ~~Form~~other 10off-K,balance ~~which~~sheet ~~information is incorporated herein by reference~~arrangements.

24Recent Accounting Pronouncements

~~Table~~For a discussion of ~~Contents~~the recent accounting pronouncements relevant to our operations, please refer to the information provided under Note 3 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, which information is incorporated herein by reference.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

UATC’s market risk is confined to interest rate exposure of its debt obligations that bear interest based on floating rates. As of December 29 27, ~~2011~~2012, the Company maintained no debt obligations bearing floating interest rates.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors ~~United Artists Theatre Circuit, Inc.:~~

~~Management~~United isArtists ~~responsible~~Theatre ~~for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934~~Circuit, ~~as amended~~ Inc.:

Management, ~~including~~is ~~our~~responsible ~~principal~~for ~~executive~~establishing ~~officer~~ and ~~principal~~maintaining ~~financial~~adequate ~~officer, conducted an evaluation of the effectiveness of such controls as of December 29, 2011. This assessment was based on criteria for effective~~ internal control over financial reporting ~~described~~as insuch ~~Internal~~term ~~Control—Integrated~~is ~~Framework~~defined ~~issued~~in byRules ~~the~~13a-15(f) ~~Committee~~and of15d-15(f) ~~Sponsoring~~under ~~Organizations of~~ the ~~Treadway~~Securities ~~Commission.~~Exchange ~~Based~~Act onof ~~this assessment~~1934, ~~our management believes that the Company’s internal control over financial reporting is effective~~ as ~~of December 29, 2011~~amended.

~~This~~Management, ~~annual~~including ~~report~~our onprincipal ~~Form 10-K~~executive ~~does~~officer ~~not~~and ~~include~~principal anfinancial ~~attestation~~officer, ~~report~~conducted an evaluation of the ~~Company’s~~effectiveness ~~independent~~of ~~registered~~such ~~public~~controls ~~accounting~~as ~~firm~~of ~~regarding~~December 27, 2012. This assessment was based on criteria for effective internal control over financial reporting~~. Management’s~~ ~~report~~described isin ~~not~~Internal ~~subject~~Control—Integrated toFramework ~~attestation~~issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes that the Company’s ~~independent~~internal ~~registered~~control ~~public~~over ~~accounting~~financial ~~firm~~reporting is effective as of December 27, 2012.

~~/s/~~This ~~AMY~~annual E.report ~~MILES~~on /Form 10-K does not include an attestation report of the Company’s/ ~~DAVID~~independent H.registered ~~OWNBY~~public ~~Amy~~accounting E.firm ~~Miles~~regarding ~~David~~internal Hcontrol over financial reporting. Management’s ~~Ownby~~report ~~President~~is ~~(Principal~~not ~~Executive~~subject ~~Officer)~~to ~~Vice~~attestation ~~President~~by ~~and~~the ~~Treasurer~~Company’s ~~(Principal~~independent ~~Financial~~registered ~~Officer)~~public accounting firm.

25/s/ AMY E. MILES /s/ DAVID H. OWNBY Amy E. Miles David H. Ownby President (Principal Executive Officer) Vice President and Treasurer (Principal Financial Officer)

~~Table of Contents~~23

~~Report~~Table of ~~Independent Registered Public Accounting Firm~~Contents

~~The~~Report ~~Board~~ of ~~Directors~~Independent Registered Public Accounting Firm

~~United~~The ~~Artists~~Board ~~Theatre~~of ~~Circuit, Inc.:~~Directors

~~We have audited the accompanying consolidated balance sheets of~~ United Artists Theatre Circuit, Inc. and subsidiaries (the Company) as of December 29, 2011 and December 30, 2010, and the related consolidated statements of operations, equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 29, 2011. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.:

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~consolidated ~~with~~balance ~~the~~sheets ~~standards~~ of ~~the~~United ~~Public~~Artists ~~Company~~Theatre ~~Accounting~~Circuit, Inc. ~~Oversight~~and ~~Board~~subsidiaries (~~United~~the ~~States~~Company)~~. Those~~ ~~standards~~as ~~require~~of ~~that~~December we27, ~~plan~~2012 and ~~perform~~December ~~the~~29, ~~audit~~2011, toand ~~obtain reasonable assurance about whether~~ the ~~financial~~related consolidated statements ~~are free~~ of ~~material~~operations, ~~misstatement. An audit includes examining~~equity, onand acash ~~test~~flows ~~basis,~~for ~~evidence~~each ~~supporting~~of the ~~amounts~~years ~~and disclosures~~ in the ~~financial~~three-year ~~statements. An~~period ~~audit~~ended ~~also~~December ~~includes~~27, ~~assessing~~2012. These ~~the~~consolidated ~~accounting~~financial ~~principles~~statements ~~used~~are ~~and~~the ~~significant~~responsibility ~~estimates~~of ~~made~~the byCompany's management,. Our asresponsibility ~~well~~is asto ~~evaluating~~express ~~the~~an ~~overall~~opinion ~~financial~~on ~~statement~~these ~~presentation. We~~consolidated ~~believe~~financial ~~that~~statements ~~our~~based ~~audits~~on ~~provide a reasonable basis for~~ our ~~opinion~~audits.

InWe conducted our ~~opinion,~~audits in accordance with the ~~consolidated~~standards ~~financial~~of ~~statements~~the ~~referred~~Public toCompany ~~above~~Accounting ~~present~~Oversight ~~fairly,~~Board in(United ~~all~~States). Those ~~material~~standards ~~respects,~~require that we plan and perform the ~~financial~~audit ~~position~~to ofobtain ~~United~~reasonable ~~Artists~~assurance ~~Theatre~~about ~~Circuit,~~whether ~~Inc.~~the ~~and~~financial ~~subsidiaries~~statements asare free of ~~December~~material 29misstatement. An audit includes examining, ~~2011~~on ~~and~~a ~~December~~test 30basis, ~~2010,~~evidence ~~and~~supporting the ~~results~~amounts ofand ~~their~~disclosures ~~operations~~in ~~and~~the ~~their~~financial ~~cash~~statements. An ~~flows~~audit ~~for~~also ~~each~~includes ofassessing the ~~years~~accounting inprinciples ~~the~~used ~~three-year~~and ~~period~~significant ~~ended~~estimates ~~December~~made ~~29,~~by ~~2011~~management, inas ~~conformity~~well ~~with~~as Uevaluating the overall financial statement presentation.S. We ~~generally~~believe ~~accepted~~that ~~accounting~~our ~~principles~~audits provide a reasonable basis for our opinion.

~~Knoxville~~In our opinion, ~~Tennessee~~the ~~March~~consolidated 19financial statements referred to above present fairly, in all material respects, the financial position of United Artists Theatre Circuit, Inc. and subsidiaries as of December 27, 2012 and December 29, 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 27, 2012, in conformity with U.S. generally accepted accounting principles.

26/s/ KPMG LLP

~~Table~~Knoxville, ~~of Contents~~Tennessee

~~UNITED~~March ~~ARTISTS THEATRE CIRCUIT~~22, ~~INC.~~ 2013

~~AND SUBSIDIARIES~~24

~~CONSOLIDATED~~Table ~~BALANCE~~of ~~SHEETS~~Contents

~~(in~~UNITED ~~millions,~~ARTISTS ~~except~~THEATRE ~~share data)~~CIRCUIT, INC.

	December 29, 2011			December 30, 2010
Assets
Current assets:
Cash and cash equivalents	$	54.8		$	52.4
Receivables	1.2			1.3
Prepaid expenses, concession inventory and other current assets	1.2			1.2
Deferred income tax asset	3.7			2.1
Total current assets	60.9			57.0
Property and equipment:
Land	2.6			3.3
Buildings, leasehold improvements and equipment	127.8			130.8
Total property and equipment	130.4			134.1
Accumulated depreciation and amortization	(91.9		)	(88.9		)
Total property and equipment, net	38.5			45.2
Goodwill	7.1			7.1
Other non-current assets	4.2			2.9
Total assets	$	110.7		$	112.2
Liabilities and Equity
Current liabilities:
Accounts payable	$	9.6		$	8.3
Accrued expenses and other	4.0			6.7
Current portion of debt obligations	0.2			0.2
Total current liabilities	13.8			15.2
Other non-current liabilities	1.3			0.9
Non-current deferred revenue	24.4			24.8
Long-term debt, less current portion	1.0			1.3
Deferred income tax liability	22.9			21.7
Total liabilities	63.4			63.9
Equity:
Preferred stock, $1.00 par value; 500,000 shares authorized, no shares issued and outstanding at December 29, 2011 and December 30, 2010	—			—
Common stock, $1.00 par value; 1,000 shares authorized, 100 shares issued and outstanding at December 29, 2011 and December 30, 2010	—			—
Additional paid-in capital	93.2			93.2
Retained earnings	41.0			35.6
Related party receivables	(87.1		)	(80.7		)
Total stockholder’s equity of United Artists Theatre Circuit, Inc.	47.1			48.1
Noncontrolling interest	0.2			0.2
Total equity	47.3			48.3
Total liabilities and equity	$	110.7		$	112.2

AND SUBSIDIARIES

~~See~~CONSOLIDATED ~~accompanying~~BALANCE ~~notes to consolidated financial statements.~~SHEETS

27(in millions, except share data)

Table of Contents



	December 27, 2012			December 29, 2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	54.7		$	54.8
Receivables	1.1			1.2
Prepaid expenses, concession inventory and other current assets	1.4			1.2
Deferred income tax asset	2.3			3.7
TOTAL CURRENT ASSETS	59.5			60.9
PROPERTY AND EQUIPMENT:
Land	2.7			2.6
Buildings, leasehold improvements and equipment	107.1			127.8
TOTAL PROPERTY AND EQUIPMENT	109.8			130.4
Accumulated depreciation and amortization	(74.2		)	(91.9		)
Total property and equipment, net	35.6			38.5
GOODWILL	7.1			7.1
OTHER NON-CURRENT ASSETS	5.9			4.2
TOTAL ASSETS	$	108.1		$	110.7
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	5.1		$	9.6
Accrued expenses and other	6.3			4.0
Current portion of debt obligations	0.3			0.2
TOTAL CURRENT LIABILITIES	11.7			13.8
OTHER NON-CURRENT LIABILITIES	1.8			1.3
NON-CURRENT DEFERRED REVENUE	24.1			24.4
LONG-TERM DEBT, LESS CURRENT PORTION	0.8			1.0
DEFERRED INCOME TAX LIABILITY	24.1			22.9
TOTAL LIABILITIES	62.5			63.4
COMMITMENTS AND CONTINGENCIES
EQUITY:
Preferred stock, $1.00 par value; 500,000 shares authorized, no shares issued and outstanding at December 27, 2012 and December 29, 2011	—			—
Common stock, $1.00 par value; 1,000 shares authorized, 100 shares issued and outstanding at December 27, 2012 and December 29, 2011	—			—
Additional paid-in capital	93.2			93.2
Retained earnings	47.7			41.0
Related party receivables	(95.6		)	(87.1		)
TOTAL STOCKHOLDER'S EQUITY OF UNITED ARTISTS THEATRE CIRCUIT, INC.	45.3			47.1
Noncontrolling interest	0.3			0.2
TOTAL EQUITY	45.6			47.3
TOTAL LIABILITIES AND EQUITY	$	108.1		$	110.7

~~UNITED~~See ~~ARTISTS~~accompanying ~~THEATRE~~notes ~~CIRCUIT, INC~~to consolidated financial statements.

~~AND SUBSIDIARIES~~25

~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF OPERATIONS~~Contents

~~(in~~UNITED ~~millions)~~ARTISTS THEATRE CIRCUIT, INC.

	Year Ended December 29, 2011			Year Ended December 30, 2010		Year Ended December 31, 2009
Revenues:
Admissions	$	141.2		$	149.0	$	155.4
Concessions	53.1			55.0		60.7
Other operating revenues	6.9			6.7		7.3
Total revenues	201.2			210.7		223.4
Operating expenses:
Film rental and advertising costs	71.4			75.7		79.3
Cost of concessions	7.1			7.6		8.6
Other theatre operating expenses	82.3			87.7		90.4
Sale and leaseback rentals	15.1			14.9		14.8
General and administrative expenses	6.1			6.4		6.8
Depreciation and amortization	9.3			9.8		9.1
Net loss (gain) on disposal and impairment of operating assets	(0.1		)	1.5		6.6
Total operating expenses	191.2			203.6		215.6
Income from operations	10.0			7.1		7.8
Other income:
Interest income, net	—			—		(0.1		)
Total other income, net	—			—		(0.1		)
Income before income taxes	10.0			7.1		7.9
Provision for income taxes	4.5			3.1		3.0
Net income	5.5			4.0		4.9
Noncontrolling interest, net of tax	(0.1		)	—		(0.1		)
Net income attributable to controlling interest	$	5.4		$	4.0	$	4.8

AND SUBSIDIARIES

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~to consolidated financial statements.~~OPERATIONS

28(in millions)

Table of Contents



	Year Ended December 27, 2012			Year Ended December 29, 2011			Year Ended December 30, 2010
REVENUES:
Admissions	$	140.4		$	141.2		$	149.0
Concessions	53.0			53.1			55.0
Other operating revenues	8.1			6.9			6.7
TOTAL REVENUES	201.5			201.2			210.7
OPERATING EXPENSES:
Film rental and advertising costs	70.8			71.4			75.7
Cost of concessions	7.0			7.1			7.6
Other theatre operating expenses	76.6			82.3			87.7
Sale and leaseback rentals	15.1			15.1			14.9
General and administrative expenses	6.1			6.1			6.4
Depreciation and amortization	8.1			9.3			9.8
Net loss (gain) on disposal of operating assets and other	3.2			(0.1		)	1.5
TOTAL OPERATING EXPENSES	186.9			191.2			203.6
INCOME FROM OPERATIONS	14.6			10.0			7.1
OTHER EXPENSE (INCOME):
Interest expense, net	—			—			—
TOTAL OTHER EXPENSE (INCOME), NET	—			—			—
INCOME BEFORE INCOME TAXES	14.6			10.0			7.1
PROVISION FOR INCOME TAXES	7.8			4.5			3.1
NET INCOME	6.8			5.5			4.0
NONCONTROLLING INTEREST, NET OF TAX	(0.1		)	(0.1		)	—
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST	$	6.7		$	5.4		$	4.0

~~UNITED~~See ~~ARTISTS~~accompanying ~~THEATRE~~notes ~~CIRCUIT, INC~~to consolidated financial statements.

~~AND SUBSIDIARIES~~26

~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF EQUITY AND COMPREHENSIVE INCOME~~Contents

~~(in~~UNITED ~~millions)~~ARTISTS THEATRE CIRCUIT, INC.

	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Intercompany and Related Party Receivables			Total Stockholders’ Equity of UATC			Noncontrolling Interest			Total Equity
Balances at January 1, 2009	$	—	$	—	$	93.2	$	26.8	$	(63.7	)	$	56.3		$	0.2		$	56.5
Net income and comprehensive income	—		—		—		4.8		—			4.8			—			4.8
Change in related party receivables	—		—		—		—		(6.6		)	(6.6		)	—			(6.6		)
Noncontrolling interest adjustments	—		—		—		—		—			—			0.1			0.1
Balances at December 31, 2009	—		—		93.2		31.6		(70.3		)	54.5			0.3			54.8
Net income and comprehensive income	—		—		—		4.0		—			4.0			—			4.0
Change in related party receivables	—		—		—		—		(10.4		)	(10.4		)	—			(10.4		)
Noncontrolling interest adjustments	—		—		—		—		—			—			(0.1		)	(0.1		)
Balances at December 30, 2010	—		—		93.2		35.6		(80.7		)	48.1			0.2			48.3
Net income and comprehensive income	—		—		—		5.4		—			5.4			—			5.4
Change in related party receivables	—		—		—		—		(6.4		)	(6.4		)	—			(6.4		)
Balances at December 29, 2011	$	—	$	—	$	93.2	$	41.0	$	(87.1	)	$	47.1		$	0.2		$	47.3

AND SUBSIDIARIES

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~to consolidated financial statements.~~EQUITY

29(in millions)

Table of Contents



	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Intercompany and Related Party Receivables			Total Stockholders’ Equity of UATC			Noncontrolling Interest			Total Equity
Balances at December 31, 2009	$	—	$	—	$	93.2	$	31.6	$	(70.3	)	$	54.5		$	0.3		$	54.8
Net income	—		—		—		4.0		—			4.0			—			4.0
Change in related party receivables	—		—		—		—		(10.4		)	(10.4		)	—			(10.4		)
Noncontrolling interest adjustments	—		—		—		—		—			—			(0.1		)	(0.1		)
Balances at December 30, 2010	—		—		93.2		35.6		(80.7		)	48.1			0.2			48.3
Net income	—		—		—		5.4		—			5.4			—			5.4
Change in related party receivables	—		—		—		—		(6.4		)	(6.4		)	—			(6.4		)
Balances at December 29, 2011	—		—		93.2		41.0		(87.1		)	47.1			0.2			47.3
Net income	—		—		—		6.7		—			6.7			—			6.7
Change in related party receivables	—		—		—		—		(8.5		)	(8.5		)	—			(8.5		)
Noncontrolling interest adjustments	—		—		—		—		—			—			0.1			0.1
Balances at December 27, 2012	$	—	$	—	$	93.2	$	47.7	$	(95.6	)	$	45.3		$	0.3		$	45.6

~~UNITED~~See ~~ARTISTS~~accompanying ~~THEATRE~~notes ~~CIRCUIT, INC~~to consolidated financial statements.

~~AND SUBSIDIARIES~~27

~~CONSOLIDATED~~Table ~~STATEMENTS~~of ~~OF CASH FLOWS~~Contents

~~(in~~UNITED ~~millions)~~ARTISTS THEATRE CIRCUIT, INC.

	Year ended December 29, 2011			Year ended December 30, 2010			Year ended December 31, 2009
Cash flows from operating activities:
Net income	$	5.5		$	4.0		$	4.9
Adjustments to reconcile net income to net cash provided by operating activities:
Effect of leases with escalating minimum annual rentals	(1.1		)	(1.2		)	(1.2		)
Depreciation and amortization	9.3			9.8			9.1
Net loss (gain) on disposal and impairment of operating assets	(0.1		)	1.5			6.6
Deferred income tax benefit	(0.8		)	(0.2		)	(0.4		)
Changes in operating assets and liabilities:
Receivables	0.1			0.7			(0.2		)
Prepaid expenses, concession inventory and other assets	—			(2.8		)	(0.3		)
Accounts payable	1.3			(4.3		)	2.2
Deferred revenue	(0.4		)	(0.4		)	(0.3		)
Accrued expenses and other liabilities	(2.3		)	(1.8		)	(1.7		)
Net cash provided by operating activities	11.5			5.3			18.7
Cash flows from investing activities:
Capital expenditures	(4.3		)	(4.8		)	(4.9		)
Proceeds from disposition of assets, net	1.8			0.1			0.2
Distributions to partnership	(0.1		)	(0.1		)	—
Net cash used in investing activities	(2.6		)	(4.8		)	(4.7		)
Cash flows from financing activities:
Debt payments	(0.3		)	(0.2		)	(0.2		)
Increase in related party receivables	(6.2		)	(7.7		)	(6.8		)
Net cash used in financing activities	(6.5		)	(7.9		)	(7.0		)
Net increase (decrease) in cash and cash equivalents	2.4			(7.4		)	7.0
Cash and cash equivalents:
Beginning of year	52.4			59.8			52.8
End of year	$	54.8		$	52.4		$	59.8
Supplemental cash flow information:
Cash paid for interest	$	0.1		$	0.2		$	0.0
Cash paid (refunded) for income taxes	$	(0.3	)	$	0.6		$	0.2

AND SUBSIDIARIES

~~See~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF toCASH ~~consolidated financial statements.~~FLOWS

30(in millions)

Table of Contents



	Year Ended December 27, 2012			Year Ended December 29, 2011			Year Ended December 30, 2010
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	6.8		$	5.5		$	4.0
Adjustments to reconcile net income to net cash provided by operating activities:
Effect of leases with escalating minimum annual rentals	(1.0		)	(1.1		)	(1.2		)
Depreciation and amortization	8.1			9.3			9.8
Net loss (gain) on disposal of operating assets and other	3.2			(0.1		)	1.5
Deferred income tax provision (benefit)	2.8			(0.8		)	(0.2		)
Changes in operating assets and liabilities:
Receivables	0.1			0.1			0.7
Prepaid expenses, concession inventory and other assets	(0.4		)	—			(2.8		)
Accounts payable	(4.5		)	1.3			(4.3		)
Deferred revenue	(0.3		)	(0.4		)	(0.4		)
Accrued expenses and other liabilities	(0.8		)	(2.3		)	(1.8		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	14.0			11.5			5.3
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(5.5		)	(4.3		)	(4.8		)
Proceeds from disposition of assets, net	—			1.8			0.1
Distributions to partnership	(0.1		)	(0.1		)	(0.1		)
NET CASH USED IN INVESTING ACTIVITIES	(5.6		)	(2.6		)	(4.8		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt payments	(0.1		)	(0.3		)	(0.2		)
Increase in related party receivables and other	(8.4		)	(6.2		)	(7.7		)
NET CASH USED IN FINANCING ACTIVITIES	(8.5		)	(6.5		)	(7.9		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(0.1		)	2.4			(7.4		)
CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR	54.8			52.4			59.8
END OF YEAR	$	54.7		$	54.8		$	52.4
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	0.1		$	0.1		$	0.2
Cash paid (refunded) for income taxes	$	0.9		$	(0.3	)	$	0.6

~~UNITED~~See ~~ARTISTS~~accompanying ~~THEATRE~~notes ~~CIRCUIT, INC~~to consolidated financial statements.

~~AND SUBSIDIARIES~~28

~~NOTES~~Table TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~December 29,~~UNITED ~~2011,~~ARTISTS ~~December 30,~~THEATRE ~~2010 and December 31~~CIRCUIT, ~~2009~~ INC.

~~(1) The~~AND ~~Company and Basis of Presentation~~SUBSIDIARIES

~~United~~NOTES ~~Artists~~TO ~~Theatre~~CONSOLIDATED ~~Company~~FINANCIAL (the “Parent” or “United Artists”), a Delaware corporation, is the parent company of United Artists Theatre Circuit, Inc. (“we,” “us,” “our,” the “Company” or “UATC”) and United Artists Realty Company (“UAR”), which is the parent company of United Artists Properties I Corp. (“Prop I”). UATC leases certain theatres from Prop I. The terms UATC and the Company shall be deemed to include the respective subsidiaries of such entity when used in discussions included herein regarding the current operations or assets of such entity.STATEMENTS

~~The~~December 27, ~~accompanying~~2012, ~~consolidated~~December 29, ~~financial~~2011 ~~statements include the accounts of the Company~~ and ~~those~~December 30, ~~of all majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.~~2010

~~UATC operates 527 screens in 60 theatres in 17 states as of December 29, 2011. As of December 30, 2010, UATC operated 543 screens in 62 theatres in 18 states.~~ (1) The Company ~~formally~~and ~~operates~~Basis ~~on a 52-week fiscal year with each quarter generally consisting~~ of ~~13 weeks, unless otherwise noted. The Company’s fiscal year ends on the first Thursday after December 25, which in certain years (such as fiscal 2008) results in a 53-week fiscal year.~~Presentation

~~The~~United ~~Company~~Artists ~~became~~Theatre aCompany ~~subsidiary of Regal Entertainment Group~~ (~~“REG”~~the "Parent" or ~~“Regal”~~"United Artists"), ona ~~April 12,~~Delaware ~~2002~~corporation, inis ~~conjunction~~the ~~with~~parent ancompany ~~exchange~~of ~~transaction~~United inArtists ~~which~~Theatre ~~REG~~Circuit, ~~through its wholly owned subsidiary Regal Entertainment Holdings,~~ Inc. (~~“REH”)~~"we," ~~also acquired Edwards Theatres~~"us, ~~Inc.~~" ~~(“Edwards”)~~"our," ~~Regal~~the ~~Cinemas~~"Company" ~~Corporation~~or ~~(“Regal Cinemas”~~"UATC") and ~~Regal~~United ~~CineMedia~~Artists ~~Corporation~~Realty ~~(“Regal CineMedia”). REG is controlled by the Anschutz~~ Company (~~“Anschutz”~~"UAR"), which ~~indirectly~~is ~~controlled~~the ~~each~~parent company of ~~us, Edwards, Regal Cinemas,~~ United Artists ~~and~~Properties ~~Regal~~I ~~CineMedia~~Corp. ~~prior~~("Prop toI"). UATC ~~REG’s~~leases ~~acquisition~~certain oftheatres usfrom ~~and~~Prop ~~them in the exchange transaction~~I. The ~~For~~terms aUATC ~~detailed~~and ~~discussion of~~ the ~~transactions~~Company ~~resulting~~shall inbe ~~Regal’s~~deemed ~~acquisition of its subsidiaries, see Note 2~~ to ~~the~~include ~~consolidated financial statements. On August 17, 2005, REH transferred~~ the ~~stock~~respective subsidiaries of ~~United~~such ~~Artists~~entity towhen ~~Regal~~used ~~Cinemas, Inc.~~in ~~(“RCI”). As~~discussions aincluded ~~result,~~herein ~~United~~regarding ~~Artists~~the ~~and~~current ~~its~~operations ~~subsidiaries~~or ~~became~~assets ~~subsidiaries~~ of ~~RCI~~such entity.

InThe ~~connection~~accompanying ~~with~~consolidated ~~Regal’s~~financial ~~acquisition~~statements ofinclude ~~its~~the ~~subsidiaries,~~accounts ~~RCI, an indirect subsidiary~~ of ~~Regal, agreed to manage all aspects of~~ the ~~theatre~~Company ~~operations of UATC~~ and ~~its~~those ~~subsidiaries~~of ~~and make~~ all ~~business~~majority ~~decisions~~owned ~~on behalf of UATC pursuant to a management agreement~~subsidiaries. InAll ~~certain~~significant ~~markets~~intercompany ~~where~~accounts ~~UATC~~and ~~operates~~transactions ~~theatres,~~have ~~RCI~~been ~~also~~eliminated ~~operates~~in ~~theatres~~consolidation.

InUATC ~~conjunction~~operates ~~with~~485 Regal’s acquisition of Consolidated Theatres Holdings, G.P. (“Consolidated Theatres”) on April 30, 2008, Regal entered into a final judgment with the Antitrust Division of the United States Department of Justice (“DOJ”) to hold separate and divest of four theatres comprising 52 screens in ~~North~~54 ~~Carolina. One of the four~~ theatres ~~subject~~in to17 ~~the~~states ~~judgment~~as ~~was an existing ten screen theatre leased by UATC with declining cash flows. The assets~~ of ~~this theatre had been previously impaired due to its declining cash flows. On April~~December 3027, ~~2009, pursuant to the final judgment between Regal and the DOJ, UATC transferred the theatre to another theatre operator, Carolina Cinemas LLC (“Carolina Cinemas”)~~2012. In ~~order~~As ~~to implement the assignment~~ of this theatre, UATC entered into an operating agreement with Carolina Cinemas to address various matters including, without limitation, the use of equipment owned by UATC, as well as payment of annual rent during the agreement. Pursuant to this operating agreement, until the lease for this theatre expires on December 3129, ~~2017~~2011, UATC ~~shall~~operated be527 ~~solely~~screens ~~responsible~~in ~~for~~60 ~~paying~~theatres ~~the~~in ~~landlord~~17 ~~the rent due under the lease~~states. As aThe ~~result~~Company offormally ~~this~~operates ~~agreement,~~on ~~UATC recorded~~ a ~~liability~~52-week offiscal ~~approximately~~year ~~$4.2~~with ~~million~~each ~~for~~quarter ~~the~~generally ~~present~~consisting ~~value~~ of ~~the~~13 ~~total~~weeks, ~~remaining~~unless ~~lease~~otherwise ~~obligation for this theatre assigned to Carolina Cinemas~~noted. ~~Furthermore,~~The ~~as a result of this obligation, the~~ Company’s ~~recorded~~fiscal anyear ~~impairment~~ends ~~charge~~on ~~of approximately $3.8 million in~~ the ~~accompanying~~first ~~consolidated~~Thursday ~~statements~~after ~~of operations for the year ended~~ December 3125, ~~2009~~which asin acertain ~~component~~years of(such ~~“Net~~as ~~loss~~fiscal on2014) ~~disposal~~results ~~and~~in ~~impairment~~a of53-week ~~operating~~fiscal ~~assets~~year.~~” Accretion expense was recorded monthly based on the incremental borrowing rate over the term of the lease. On September 20, 2010, Carolina Cinemas informed UATC that~~

31The Company became a subsidiary of Regal Entertainment Group ("REG" or "Regal") on April 12, 2002, in conjunction with an exchange transaction in which REG, through its wholly owned subsidiary Regal Entertainment Holdings, Inc. ("REH"), also acquired Edwards Theatres, Inc. ("Edwards"), Regal Cinemas Corporation ("Regal Cinemas") and Regal CineMedia Corporation ("Regal CineMedia"). REG is controlled by the Anschutz Company ("Anschutz"), which indirectly controlled each of us, Edwards, Regal Cinemas, United Artists and Regal CineMedia prior to REG’s acquisition of us and them in the exchange transaction. For a detailed discussion of the transactions resulting in Regal’s acquisition of its subsidiaries, see Note 2 to the consolidated financial statements. On August 17, 2005, REH transferred the stock of United Artists to Regal Cinemas, Inc. ("RCI"). As a result, United Artists and its subsidiaries became subsidiaries of RCI.

~~Table~~In connection with Regal’s acquisition of ~~Contents~~its subsidiaries, RCI, an indirect subsidiary of Regal, agreed to manage all aspects of the theatre operations of UATC and its subsidiaries and make all business decisions on behalf of UATC pursuant to a management agreement. In certain markets where UATC operates theatres, RCI also operates theatres.

~~it would no longer operate this theatre. Subsequently, the Company negotiated an early lease termination with the landlord resulting in a gain of approximately $1.~~(2) Formation ~~million in the accompanying consolidated statements~~ of ~~operations~~Regal ~~for~~Entertainment ~~the year ended December 30, 2010.~~Group

~~(2) Formation~~Exchange ~~of Regal Entertainment Group~~Transaction

~~Exchange~~On ~~Transaction~~March 8, 2002, Anschutz entered into an agreement to exchange its controlling interest in United Artists for common stock of Regal, resulting in Regal being the majority shareholder of United Artists. Anschutz also exchanged its ownership interests in two other theatre companies for common stock of Regal. The management of these three theatre companies was combined, with management of the theatre operations based in Knoxville, Tennessee, while management of certain ancillary businesses was based in Centennial, Colorado. As described below, the exchange transaction was consummated on April 12, 2002.

On ~~March~~April 812, 2002, ~~Anschutz~~through ~~entered~~a ~~into~~series anof ~~agreement~~transactions, Regal issued (1) 70,538,017 shares of Class B common stock to Anschutz in exchange for its controlling ~~interest~~equity interests in Regal Cinemas, United Artists, ~~for~~Edwards ~~common~~and ~~stock~~Regal ofCineMedia, ~~Regal~~(2) 14,052,320 ~~resulting~~shares inof ~~Regal~~Class B ~~being~~common ~~the~~stock ~~majority~~to ~~shareholder~~OCM ofPrincipal ~~United~~Opportunities ~~Artists.~~Fund ~~Anschutz~~II, ~~also~~L.P. ~~exchanged~~and its ~~ownership~~subsidiaries ~~interests~~("Oaktree’s inPrincipal ~~two~~Activities ~~other~~Group") ~~theatre~~in ~~companies~~exchange for ~~common~~its ~~stock~~contribution of ~~Regal. The~~capital ~~management~~stock of ~~these~~Regal ~~three~~Cinemas ~~theatre~~and ~~companies~~Edwards ~~was~~and ~~combined~~(3) 27,493,575 ~~with~~shares ~~management~~ of Class A common stock to the ~~theatre~~other ~~operations~~stockholders ~~based~~of inRegal ~~Knoxville~~Cinemas, ~~Tennessee~~United Artists, ~~while~~Edwards ~~management~~and ofRegal ~~certain~~CineMedia ~~ancillary~~party ~~businesses~~to ~~was~~an ~~based~~exchange agreement in ~~Centennial,~~exchange ~~Colorado. As~~for ~~described~~their ~~below,~~capital ~~the~~stock ~~exchange~~of ~~transaction~~Regal ~~was~~Cinemas, ~~consummated~~United ~~on April 12~~Artists, ~~2002~~Edwards and Regal CineMedia.

OnUpon ~~April 12,~~the ~~2002,~~closing ~~through a series~~ of ~~transactions,~~the ~~Regal~~exchange ~~issued (1) 70~~transaction,~~538,017~~ ~~shares~~the holders of ~~Class B~~outstanding ~~common~~options ~~stock~~of ~~to Anschutz in exchange for its controlling equity interests in Regal Cinemas,~~ United Artists, ~~Edwards~~received ~~and~~replacement ~~Regal~~options ~~CineMedia,~~to (purchase 2~~) 14~~,~~052~~287,~~320~~552 shares of Regal Class BA common stock toat ~~OCM~~prices ~~Principal~~ranging ~~Opportunities~~from ~~Fund~~$4.44 ~~II,~~to L$12.P87 per share. ~~and~~Regal ~~its~~also ~~subsidiaries~~granted ~~(“Oaktree’s~~to ~~Principal~~certain ~~Activities~~holders ~~Group”)~~of United Artists warrants in exchange for ~~its~~their contribution ofto ~~capital~~Regal ~~stock~~ of ~~Regal~~outstanding ~~Cinemas~~warrants ~~and~~to ~~Edwards~~purchase ~~and (~~3~~) 27~~,~~493~~750,~~575~~000 shares of ~~Class A~~United Artists’ common stock ~~to the other stockholders of Regal Cinemas~~, ~~United~~warrants ~~Artists, Edwards and Regal CineMedia party~~ to anpurchase ~~exchange agreement in exchange for their capital stock of Regal Cinemas~~3, ~~United Artists~~928,185 ~~Edwards~~shares ~~and~~of Regal ~~CineMedia.~~

Upon the closing of the exchange transaction, the holders of outstanding options of United Artists received replacement options to purchase 2,287,552 shares of Regal Class A common stock at prices ranging from $4.44 to $12.87 per share. Regal also granted to certain holders of United Artists warrants in exchange for their contribution to Regal of outstanding warrants to purchase 3,750,000 shares of United Artists’ common stock, warrants to purchase 3,928,185 shares of Regal Class B common stock at $8.88 per share and warrants to purchase 296,129 shares of Regal Class A common stock at $8.88 per share. Following the exchange transaction, Anschutz transferred beneficial ownership of 1,455,183 shares of Class B common stock to Oaktree’s Principal Activities Group. In addition, Anschutz acquired an additional 697,620 shares of Class B common stock in May 2002.29

~~Anschutz~~Table ~~controls approximately 78%~~ of the combined voting power of Regal’s outstanding common stock and, therefore, has the ability to direct the election of members of Regal’s board of directors and to determine the outcome of other matters submitted to the vote of Regal’s stockholders. Because Anschutz controls Regal, Anschutz has the ability to control us.Contents

~~Initial~~Class B ~~Public~~common ~~Offering~~stock at $8.88 per share and warrants to purchase 296,129 shares of Regal ~~Entertainment~~Class A common stock at $8.88 per share. Following the exchange transaction, Anschutz transferred beneficial ownership of 1,455,183 shares of Class B common stock to Oaktree’s Principal Activities Group. In addition, Anschutz acquired an additional 697,620 shares of Class B common stock in May 2002.

InAnschutz ~~May 2002,~~controls ~~REG~~approximately ~~issued 18~~77.08% ~~million shares~~ of ~~its~~the ~~Class A~~combined ~~common~~voting ~~stock~~power inof anRegal’s ~~initial~~outstanding ~~public~~common ~~offering~~stock ~~at a price of $19.00 per share~~and, ~~receiving aggregate net offering proceeds~~therefore, ~~net~~has ofthe ~~underwriting~~ability ~~discounts,~~to ~~commissions~~direct ~~and~~the ~~other~~election ~~offering expenses,~~ of ~~$314.8~~members ~~million. A portion~~ of ~~the proceeds from this offering were used to repay UATC~~Regal’s ~~term~~board ~~bank~~of ~~credit~~directors ~~facility,~~and ~~which~~to ~~was~~determine ~~replaced~~the byoutcome aof ~~note~~other ~~payable~~matters submitted to the ~~Parent,~~vote ~~which~~of ~~was~~Regal’s ~~obligated~~stockholders. ~~under~~Because aAnschutz ~~substantially~~controls ~~similar~~Regal, ~~note~~Anschutz ~~payable~~has the ability to ~~Regal~~control us.

OnInitial ~~August 16,~~Public ~~2002,~~Offering ~~REH, a wholly owned subsidiary~~ of Regal, ~~acquired~~Entertainment the remaining outstanding shares of common stock of United Artists held by the United Artists’ minority stockholders and warrants to acquire shares of common stock of United Artists held by various institutional holders for approximately $34.0 million. Immediately prior to the acquisition, the common stock of United Artists was the only outstanding class of voting stock, of which the minority stockholders owned approximately 9.9%, and REH owned the remaining 90.1%. As a result of this transaction, United Artists became a wholly owned subsidiary of REH.Group

32In May 2002, REG issued 18.0 million shares of its Class A common stock in an initial public offering at a price of $19.00 per share, receiving aggregate net offering proceeds, net of underwriting discounts, commissions and other offering expenses, of $314.8 million. A portion of the proceeds from this offering were used to repay UATC’s term bank credit facility, which was replaced by a note payable to the Parent, which was obligated under a substantially similar note payable to Regal.

~~Table~~On August 16, 2002, REH, a wholly owned subsidiary of ~~Contents~~Regal, acquired the remaining outstanding shares of common stock of United Artists held by the United Artists’ minority stockholders and warrants to acquire shares of common stock of United Artists held by various institutional holders for approximately $34.0 million. Immediately prior to the acquisition, the common stock of United Artists was the only outstanding class of voting stock, of which the minority stockholders owned approximately 9.9%, and REH owned the remaining 90.1%. As a result of this transaction, United Artists became a wholly owned subsidiary of REH.

(3) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of UATC and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Revenues are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale. Other operating revenues consist primarily of product advertising (including vendor marketing programs) and other ancillary revenues that are recognized as income in the period earned. The Company generally recognizes payments received attributable to the marketing and advertising services provided by the Company under certain vendor programs as revenue in the ~~period~~periods in which the advertising is displayed or when the related impressions are delivered. Such impressions are measured by the concession product sales volume, which is a mutually agreed upon proxy of attendance and reflects the Company’s marketing and advertising services delivered to its vendors. In instances where the consideration received is in excess of fair value of the advertising services provided, the excess is recorded as a reduction of concession costs. The Company recognizes revenue associated with gift cards and advanced ticket sales at such time as the items are redeemed.

Cash Equivalents

The Company considers all unrestricted highly liquid debt instruments and investments purchased with an original maturity of ~~three~~3 months or less to be cash equivalents. At December 2927, ~~2011~~2012, the Company held substantially all of its cash in temporary cash investments in the form of certificates of deposit and variable rate investment accounts with major financial institutions.

Inventories

Inventories consist of concession products and theatre supplies. The Company states inventories on the basis of first-in, first-out (FIFO) cost, which is not in excess of net realizable value.

Property and Equipment

The Company states property and equipment at cost. Major renewals and improvements are capitalized, while maintenance and repairs that do not improve or extend the lives of the respective assets, are expensed currently. Gains and losses from disposition of property and equipment are included in income and expense when realized.

~~The Company capitalizes the cost of computer equipment, system hardware and purchased software ready for service. During the years ended December 29, 2011 and December~~ 30, 2010, the Company capitalized approximately $0.2 million and less than $0.1 million, respectively, of such costs, which were associated primarily with (i) new point-of-sale devices at the Company’s box offices and concession stands, (ii) new ticketing kiosks, and (iii) computer hardware and software purchased for the Company’s theatre locations. The Company also capitalizes certain direct external costs associated with software developed for internal use after the preliminary software project stage is completed and Company management has authorized further funding for a software project and it is deemed probable of completion. The Company capitalizes these external software development costs only until the point at which the project is substantially complete and the software is ready for its intended purpose.

~~The~~Table ~~Company~~of ~~records depreciation and amortization using the straight-line method over the following estimated useful lives:~~Contents

Buildings		20-30 years
Equipment		3-20 years
Leasehold improvements		Lesser of term of lease or asset life
Computer equipment and software		3-5 years

The Company capitalizes the cost of computer equipment, system hardware and purchased software ready for service. During the years ended December 27, 2012 and December 29, 2011, the Company capitalized approximately $0.4 million and $0.2 million, respectively, of such costs, which were associated primarily with (i) new point-of-sale devices at the Company’s box offices and concession stands, (ii) new ticketing kiosks, and (iii) computer hardware and software purchased for the Company’s theatre locations. The Company also capitalizes certain direct external costs associated with software developed for internal use after the preliminary software project stage is completed and Company management has authorized further funding for a software project and it is deemed probable of completion. The Company capitalizes these external software development costs only until the point at which the project is substantially complete and the software is ready for its intended purpose.

AsThe ofCompany ~~December 29,~~records ~~2011~~depreciation and ~~December 30,~~amortization ~~2010,~~using ~~included~~the instraight-line ~~property~~method ~~and~~over ~~equipment~~the isfollowing ~~$2.7~~estimated ~~million~~useful ~~of assets accounted for under capital leases, before accumulated depreciation of $1.9 million and $1.7 million,~~lives:



Buildings		20-30 years
Equipment		3-20 years
Leasehold improvements		Lesser of term of lease or asset life
Computer equipment and software		3-5 years

~~Table~~As of ~~Contents~~December 27, 2012 and December 29, 2011, included in property and equipment is $2.7 million of assets accounted for under capital leases, before accumulated depreciation of $2.1 million and $1.9 million, respectively. The Company records amortization using the straight-line method over the shorter of the lease terms or the estimated useful lives noted above.

~~respectively.~~Impairment ~~The~~of ~~Company records amortization using the straight~~Long-~~line~~Lived ~~method over the shorter of the lease terms or the estimated useful lives noted above.~~Assets

~~Impairment~~The ofCompany ~~Long~~reviews long-~~Lived~~lived ~~Assets~~assets, including intangible assets, marketable equity securities and investments in non-consolidated entities described below, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. The Company generally evaluates assets for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. If the sum of the expected future cash flows, undiscounted and without interest charges, is less than the carrying amount of the assets, the Company recognizes an impairment charge in the amount by which the carrying value of the assets exceeds their fair market value.

The Company ~~reviews~~considers ~~long-lived~~actual ~~assets,~~theatre ~~including~~level ~~intangible~~cash ~~assets~~flows, ~~marketable~~future ~~equity~~years ~~securities~~budgeted theatre level cash flows, theatre property and ~~investments~~equipment incarrying ~~non-consolidated~~values, ~~entities~~amortizing ~~described~~intangible ~~below~~asset carrying values, ~~for~~the ~~impairment~~age ~~whenever~~of ~~events~~a orrecently ~~changes~~built intheatre, ~~circumstances~~competitive ~~indicate~~theatres ~~that~~in the ~~carrying~~marketplace, ~~amounts~~the impact of ~~the~~recent ~~assets~~ticket ~~may~~price ~~not~~changes, beavailable ~~fully~~lease ~~recoverable.~~renewal ~~The~~options ~~Company~~and ~~generally~~other ~~evaluates~~factors ~~assets~~considered ~~for~~relevant ~~impairment~~in onits anassessment of impairment of individual theatre ~~basis,~~assets. ~~which~~The ~~management~~impairment ~~believes~~evaluation is based on the ~~lowest~~estimated ~~level~~cash ~~for~~flows ~~which~~from ~~there~~continuing ~~are~~use ~~identifiable~~until ~~cash~~the ~~flows.~~expected Ifdisposal date or the ~~sum~~fair value of ~~the~~furniture, fixtures and equipment. The expected ~~future~~disposal ~~cash~~date ~~flows,~~does ~~undiscounted~~not ~~and~~exceed ~~without~~the ~~interest~~remaining ~~charges,~~lease period unless it is probable the lease period will be extended and may be less than the ~~carrying~~remaining ~~amount~~lease ofperiod ~~the~~when ~~assets,~~ the Company ~~recognizes~~does annot ~~impairment~~expect ~~charge~~to inoperate the ~~amount~~theatre byto ~~which~~the end of its lease term. The fair value of assets is determined using the ~~carrying~~present value of the estimated future cash flows or the expected selling price less selling costs for assets ~~exceeds~~of ~~their~~which the Company expects to dispose. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates (Level 3 inputs as described in FASB Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures) are based on historical and projected operating performance, recent market ~~value~~transactions, and current industry trading multiples.

~~The~~ ~~Company~~There ~~considers~~were ~~actual~~no ~~theatre~~impairments ~~level~~of ~~cash~~long-lived ~~flows,~~assets ~~future~~during ~~years budgeted theatre level cash flows, theatre property and equipment carrying values, amortizing intangible asset carrying values,~~ the ~~age~~years ofended aDecember ~~recently built theatre~~27, ~~competitive theatres in the marketplace~~2012, ~~the impact of recent ticket price changes~~December 29, ~~available~~2011 lease renewal options and other factors considered relevant in its assessment of impairment of individual theatre assets. The impairment evaluation is based on the estimated cash flows from continuing use until the expected disposal date or the fair value of furniture, fixtures and equipment. The expected disposal date does not exceed the remaining lease period unless it is probable the lease period will be extended and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined using the present value of the estimated future cash flows or the expected selling price less selling costs for assets of which the Company expects to dispose. Significant judgment is involved in estimating cash flows and fair value. Management’s estimates (LevelDecember ~~3 inputs as described in FASB Accounting Standards Codification (“ASC”) Topic 820~~30, ~~Fair Value Measurements and Disclosures) are based on historical and projected operating performance, recent market transactions, and current industry trading multiples~~2010.

This analysis resulted in the recording of impairment charges of $1.7 million for the year ended December 31, 2009. There were no impairments of long-lived assets during the years ended December 29, 2011 or December 30, 2010. The long-lived asset impairment charges recorded during each of the periods presented are specific to theatres that were directly and individually impacted by increased competition, adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre.Leases

~~Leases~~The majority of the Company’s operations are conducted in premises occupied under non-cancelable lease agreements with initial base terms ranging generally from 15 to 20 years. The Company, at its option, can renew a substantial portion of the leases at defined or then fair rental rates for various periods. Certain leases for Company theatres provide for contingent rentals based on the revenue results of the underlying theatre and require the payment of taxes, insurance and other costs applicable to the property. Also, certain leases contain escalating minimum rental provisions. There are no conditions imposed upon us by our lease agreements or by parties other than the lessor that legally obligate the Company to incur costs to retire assets as a

The majority of the Company’s operations are conducted in premises occupied under non-cancelable lease agreements with initial base terms ranging generally from 15 to 20 years. The Company, at its option, can renew a substantial portion of the leases at defined or then fair rental rates for various periods. Certain leases for Company theatres provide for contingent rentals based on the revenue results of the underlying theatre and require the payment of taxes, insurance and other costs applicable to the property. Also, certain leases contain escalating minimum rental provisions. There are no conditions imposed upon us by our lease agreements or by parties other than the lessor that legally obligate the Company to incur costs to retire assets as a result of a decision to vacate our leased properties. None of our lease agreements require us to return the leased property to the lessor in its original condition (allowing for normal wear and tear) or to remove leasehold improvements at our cost.31

~~The~~Table ~~Company accounts for leased properties under the provisions~~ of ASC Topic 840, Leases and other authoritative accounting literature. ASC Subtopic 840-10, Leases—Overview requires that the Company evaluate each lease for classification as either a capital lease or an operating lease. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. As to those arrangements that are classified as capital leases, the Company records property under capital leases and a capital lease obligation in an amount equal to the lesser of the present value of the minimum lease payments to be made over the life of the lease at the beginning of the lease term, or the fair value of the leased property. The property under capital lease is amortized on a straight-line basis as a charge to expense over the lease term, as defined, or the economic life of the leased property, whichever is less. During the lease term, as defined, each minimum lease payment is allocated between a reduction of the lease obligation and interest expense so as to produce a constant periodic rate of interest on the remaining balance of theContents

34result of a decision to vacate our leased properties. None of our lease agreements require us to return the leased property to the lessor in its original condition (allowing for normal wear and tear) or to remove leasehold improvements at our cost.

~~Table~~The Company accounts for leased properties under the provisions of ~~Contents~~ASC Topic 840, Leases and other authoritative accounting literature. ASC Subtopic 840-10, Leases—Overview requires that the Company evaluate each lease for classification as either a capital lease or an operating lease. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. As to those arrangements that are classified as capital leases, the Company records property under capital leases and a capital lease obligation in an amount equal to the lesser of the present value of the minimum lease payments to be made over the life of the lease at the beginning of the lease term, or the fair value of the leased property. The property under capital lease is amortized on a straight-line basis as a charge to expense over the lease term, as defined, or the economic life of the leased property, whichever is less. During the lease term, as defined, each minimum lease payment is allocated between a reduction of the lease obligation and interest expense so as to produce a constant periodic rate of interest on the remaining balance of the lease obligation. The Company does not believe that exercise of the renewal options in its leases are reasonably assured at the inception of the lease agreements because such leases: (i) provide for either (a) renewal rents based on market rates or (b) renewal rents that equal or exceed the initial rents, and (ii) do not impose economic penalties upon the determination whether or not to exercise the renewal option. As a result, there are not sufficient economic incentives at the inception of the leases to consider the lease renewal options to be reasonably assured of being exercised and therefore the initial base term is generally considered as the lease term under ASC Subtopic 840-10.

~~lease obligation.~~ The Company ~~does~~records ~~not~~rent ~~believe~~expense ~~that~~for ~~exercise of the renewal options in~~ its ~~leases~~operating ~~are reasonably assured at the inception of the lease agreements because such~~ leases: ~~(i) provide~~with ~~for~~contractual ~~either~~rent ~~(a) renewal~~increases ~~rents~~in ~~based~~accordance onwith ~~market~~ASC ~~rates~~Subtopic or840-20, ~~(b) renewal~~Leases—Operating ~~rents that equal or exceed the initial rents~~Leases, ~~and~~on ~~(ii) do not impose economic penalties upon the determination whether or not to exercise the renewal option. As~~ a ~~result,~~straight-line ~~there~~basis ~~are~~from ~~not sufficient economic incentives at~~ the ~~inception~~“lease ofcommencement ~~the~~date” ~~leases~~as tospecified ~~consider~~in the lease ~~renewal~~agreement ~~options~~until tothe beend ~~reasonably assured~~ of ~~being exercised and therefore~~ the ~~initial~~ base ~~term is generally considered as the~~ lease term ~~under ASC Subtopic 840-10~~.

~~The~~For leases in which the Company ~~records~~is ~~rent~~involved ~~expense~~with construction of the theatre, the Company accounts for ~~its~~the ~~operating~~lease ~~leases~~during ~~with~~the ~~contractual~~construction ~~rent~~period ~~increases~~under inthe ~~accordance~~provisions ~~with~~of ASC Subtopic 840-2040, Leases—~~Operating~~Sale-Leaseback ~~Leases,~~Transactions. onThe landlord is typically responsible for constructing a ~~straight-line~~theatre ~~basis~~using ~~from~~guidelines and specifications agreed to by the ~~“lease~~Company ~~commencement~~and ~~date”~~assumes assubstantially ~~specified~~all inof the ~~lease~~risk ~~agreement~~of ~~until~~construction. In accordance with ASC Subtopic 840-40, if the ~~end~~Company concludes that it has substantially all of the ~~base~~construction ~~lease~~period risks, it records a construction asset and related liability for the amount of total project costs incurred during the construction period. Once construction is completed, the Company considers the requirements under ASC Subtopic 840-40, for sale-leaseback treatment, and if the arrangement does not meet such requirements, it records the project’s construction costs funded by the landlord as a financing obligation. The obligation is amortized over the financing term based on the payments designated in the contract.

~~For~~In ~~leases~~accordance ~~in which the Company is involved~~ with ~~construction~~ASC ofSubtopic ~~the theatre~~840-20, ~~the~~we ~~Company~~expense ~~accounts~~rental ~~for~~costs ~~the~~incurred ~~lease~~ during ~~the~~ construction ~~period~~periods ~~under~~for ~~the~~operating ~~provisions~~leases ofas ~~ASC~~such ~~Subtopic~~costs ~~840-40,~~are ~~Leases—Sale-Leaseback Transactions~~incurred. ~~The~~For ~~landlord~~rental iscosts ~~typically~~incurred ~~responsible~~during ~~for~~construction ~~constructing~~periods afor ~~theatre~~both ~~using~~operating ~~guidelines~~ and ~~specifications~~capital ~~agreed~~leases, ~~to by~~ the ~~Company~~“lease ~~and~~commencement ~~assumes~~date” ~~substantially~~is ~~all of~~ the ~~risk~~date ofat ~~construction.~~which Inwe ~~accordance~~gain ~~with~~access ~~ASC~~to ~~Subtopic 840-40, if~~ the ~~Company~~leased ~~concludes~~asset. ~~that it has substantially all of the construction period risks~~Historically, ~~it records a construction asset~~ and ~~related liability~~ for the ~~amount~~years ofended ~~total~~December 27, ~~project costs incurred during the construction period. Once construction is completed~~2012, ~~the Company considers the requirements under ASC Subtopic 840-40~~December 29, ~~for~~2011 ~~sale-leaseback~~and ~~treatment~~December 30, ~~and if the arrangement does not meet such requirements~~2010, itthese ~~records~~rental ~~the project’s construction~~ costs ~~funded~~have bynot ~~the~~been ~~landlord~~significant asto aour ~~financing~~consolidated ~~obligation.~~financial ~~The obligation is amortized over the financing term based on the payments designated in the contract~~statements.

InSale accordance with ASC Subtopic 840-20, we expense rental costs incurred during construction periods for operating leases as such costs are incurred. For rental costs incurred during construction periods for both operating and ~~capital~~Leaseback leases, the “lease commencement date” is the date at which we gain access to the leased asset. Historically, and for the years ended December 29, 2011, December 30, 2010 and December 31, 2009, these rental costs have not been significant to our consolidated financial statements.Transactions

~~Sale~~The Company accounts for the sale and ~~Leaseback~~leaseback ~~Transactions~~of real estate assets in accordance with ASC Subtopic 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the undepreciated cost of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term.

The Company accounts for the sale and leaseback of real estate assets in accordance with ASC Subtopic 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the undepreciated cost of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term.Goodwill

The carrying amount of goodwill was $7.1 million as of December 27, 2012 and December 29, 2011. The Company evaluates goodwill for impairment annually or more frequently as specific events or circumstances dictate. Under ASC Subtopic 350-20, Intangibles—Goodwill and Other—Goodwill, the Company has identified its reporting units to be the designated market areas in which the Company conducts its theatre operations. Goodwill impairment is evaluated using a two-step approach requiring the Company to compute the fair value of a reporting unit and compare it with its carrying value. If the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed to measure the potential goodwill impairment. The Company determines fair value by using an enterprise valuation methodology determined by applying multiples to cash flow estimates less net indebtedness, which the Company believes is an appropriate method to determine fair value. There is considerable management judgment with respect to cash flow estimates and appropriate multiples and discount rates to be used in determining fair value and such management estimates fall under Level 3 within the fair value measurement hierarchy.

The carrying amount of goodwill was $7.1 million as of December 29, 2011 and December 30, 2010. The Company evaluates goodwill for impairment annually or more frequently as specific events or circumstances dictate. Under ASC Subtopic 350-20, Intangibles—Goodwill and Other—Goodwill, the Company has identified its reporting units to be the designated market areas in which the Company conducts its theatre operations. If the carrying value of the reporting unit exceeds its fair value the Company is required to reallocate the fair value of the reporting unit as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The Company determines fair value by using an enterprise valuation methodology determined by applying multiples to cash flow estimates less net indebtedness, which the Company believes is an appropriate method to determine fair value. There is considerable management judgment with respect to cash flow estimates and appropriate multiples and discount rates to be used in determining fair value and such management estimates fall under Level 3 within the fair value measurement hierarchy. The Company’s annual goodwill impairment assessments for the years ended December 29, 2011 and December 30, 2010 indicated that the fair value of each of its reporting units exceeded their carrying value and therefore, goodwill was not deemed to be impaired.32

~~Income~~Table ~~Taxes~~of Contents

~~Income~~As ~~taxes~~part ~~are~~of ~~accounted~~the ~~for~~Company’s ~~under~~ongoing operations, we may close certain theatres within a reporting unit containing goodwill due to underperformance of the ~~asset~~theatre or inability to renew our lease, among other reasons. Additionally, we generally abandon certain assets associated with a closed theatre, primarily leasehold improvements. Under ASC Topic 350, Intangibles—Goodwill and ~~liability~~Other, ~~method~~when a portion of a reporting unit that constitutes a business is disposed of, goodwill associated with that business shall be included in the carrying amount of the business in determining the gain or loss on disposal. ~~Deferred~~We ~~tax~~evaluate whether the portion of a reporting unit being disposed of constitutes a business on the date of closure. Generally, on the date of closure, the closed theatre does not constitute a business because the Company retains assets and ~~liabilities~~processes on that date essential to the operation of the theatre. These assets and processes are ~~recognized~~significant ~~for~~missing elements impeding the ~~future~~operation ~~tax~~of ~~consequences~~a ~~attributable~~business. toAccordingly, ~~differences~~when ~~between~~closing individual theatres, we generally do not include goodwill in the ~~financial~~calculation ~~statement~~of ~~carrying~~any gain or loss on disposal of the related assets.

35The Company's annual goodwill impairment assessments for the years ended December 27, 2012 and December 29, 2011 indicated that the fair value of each of its reporting units exceeded their carrying value and therefore, goodwill was not deemed to be impaired.

~~Table~~Income ~~of Contents~~Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company records a valuation allowance if it is deemed more likely than not that its deferred income tax assets will not be realized. The Company expects that certain deferred income tax assets are not more likely than not to be recovered and therefore has established a valuation allowance. The Company reassesses its need for the valuation allowance for its deferred income taxes on an ongoing basis.

Additionally, income tax rules and regulations are subject to interpretation, require judgment by the Company and may be challenged by the taxation authorities. As described further in Note 7—“"Income Taxes,”" the Company applies the provisions of ASC Subtopic 740-10, Income Taxes—Overview. In accordance with ASC Subtopic 740-10, the Company recognizes a tax benefit only for tax positions that are determined to be more likely than not sustainable based on the technical merits of the tax position. With respect to such tax positions for which recognition of a benefit is appropriate, the benefit is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions are evaluated on an ongoing basis as part of the Company’s process for determining the provision for income taxes.

Deferred Revenue

Deferred revenue relates primarily to the amount we received for agreeing to the existing exhibitor ~~service~~services agreement (“"ESA”") modification described in Note 5—“"Related Party Transactions.” " The amount we received for agreeing to the ESA modification will be amortized to advertising revenue over the 30 year term of the agreement following the units of revenue method as described in Note 5—“"Related Party Transactions.”" As of December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, approximately $24.45 million and $24.89 million of deferred revenue related to the ESA was recorded as a component of accrued expenses and other and non-current deferred revenue in the accompanying consolidated balance sheets.

Deferred Rent

The Company recognizes rent on a straight-line basis after considering the effect of rent escalation provisions resulting in a level monthly rent expense for each lease over its term. The deferred rent liability is included in other non-current liabilities in the accompanying consolidated balance sheets.

Film Costs

The Company estimates its film cost expense and related film cost payable based on management’s best estimate of the ultimate settlement of the film costs with the distributors. Generally, less than one-third of our quarterly film expense is estimated at period-end. The length of time until these costs are known with certainty depends on the ultimate duration of the film’s theatrical run, but is typically “"settled”" within ~~two~~2 to ~~three~~3 months of a particular film’s opening release. Upon settlement with our film distributors, film cost expense and the related film cost payable are adjusted to the final film settlement.

~~Loyalty Program~~33

~~Members~~Table of the Regal Crown Club® earn credits for each dollar spent at one of the Company’s theatres and earn concession or ticket awards based on the number of credits accumulated. Because the Company believes that the value of the awards granted to Regal Crown Club® members is insignificant in relation to the value of the transactions necessary to earn the award, the Company records the estimated incremental cost of providing awards under the Regal Crown Club® loyalty program at the time the awards are earned. Historically, and for the years ended December 29, 2011, December 30, 2010 and December 31, 2009, the costs of these awards have not been significant to the Company’s consolidated financial statements.Contents

~~Advertising~~Loyalty ~~and Start-Up Costs~~Program

~~The~~Members of the Regal Crown Club® earn credits for each dollar spent at one of the Company’s ~~expenses~~theatres ~~advertising~~and ~~costs~~earn asconcession ~~incurred~~or ticket awards based on the number of credits accumulated. ~~Start-up~~Because ~~costs~~the ~~associated~~Company ~~with~~believes athat ~~new~~the ~~theatre~~value of the awards granted to Regal Crown Club® members is insignificant in relation to the value of the transactions necessary to earn the award, the Company records the estimated incremental cost of providing awards under the Regal Crown Club® loyalty program at the time the awards are ~~also~~earned. Historically, and for the years ended December 27, 2012, December 29, 2011 and December 30, 2010, the costs of these awards have not been significant to the Company’s consolidated financial statements.

36Advertising

~~Table~~The ofCompany ~~Contents~~expenses advertising costs as incurred.

~~expensed as incurred.~~Estimates

~~Stock-Based~~The ~~Compensation~~preparation of financial statements in conformity with U.S generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, but are not limited to, those related to film costs, property and equipment, goodwill and income taxes. Actual results could differ from those estimates.

As described in Note 9—“Capital Stock And Share-Based Compensation,” we apply the provisions of ASC Subtopic 718-10, Compensation—Stock Compensation—Overall. Under ASC Subtopic 718-10, share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite service period.Segments

~~ASC~~As ~~Subtopic~~of ~~718-10~~December 27, ~~the~~2012, ~~Company~~December 29, ~~elected~~2011 toand ~~adopt~~December 30, the alternative transition method for calculating the tax effects of share-based compensation. The alternative transition method includes a simplified method to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee share-based compensation2010, ~~which~~UATC ismanaged ~~available~~its tobusiness ~~absorb~~under ~~tax~~one ~~deficiencies~~reportable ~~that~~segment: ~~could~~theatre beexhibition ~~recognized subsequent to the adoption of ASC Subtopic 718-10~~operations.

~~Estimates~~Comprehensive Income

~~The~~Net ~~preparation~~income ~~of financial statements in conformity with U.S generally accepted accounting principles requires management to make estimates~~ and ~~assumptions~~comprehensive ~~that~~income ~~affect~~were the ~~reported~~same ~~amounts~~for ofall ~~assets~~years ~~and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period~~presented. ~~Significant estimates include, but are not limited to, those related to film costs, property and equipment, goodwill and income taxes. Actual results could differ from those estimates.~~

~~Segments~~Recent Accounting Pronouncements

AsDuring ~~of December~~June 292009, ~~2011,~~the ~~December~~FASB issued SFAS No. 30167, ~~2010~~Amendments ~~and~~to ~~December~~FASB Interpretation No. 3146(R) which is to be adopted as of the beginning of its first annual reporting period that begins after November 15, 2009, ~~UATC~~and ~~managed~~interim ~~its~~and ~~business~~annual ~~under~~reporting ~~one~~periods ~~reportable~~thereafter. ~~segment:~~SFAS ~~theatre~~No. 167 ~~exhibition~~amends ~~operations~~FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46(R)") to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics:

~~Comprehensive~~a. ~~Income~~The power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance; and

~~Net~~b. ~~income~~The ~~and~~obligation ~~comprehensive~~to ~~income~~absorb ~~were~~losses of the ~~same~~entity ~~for~~that ~~all~~could ~~years~~potentially ~~presented~~be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.

~~Reclassifications~~Additionally, an enterprise is required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates as designed when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. SFAS No. 167 amends FIN 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFAS No. 167 amends FIN 46(R) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS No. 167 amends FIN 46(R) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity. The adoption of SFAS No. 167 had no impact on the Company’s consolidated financial position, cash flows and results of operations.

~~Certain~~In ~~reclassifications~~January 2010, ~~have~~the ~~been~~FASB ~~made~~issued toAccounting ~~the~~Standards ~~2009~~Update ~~and~~("ASU") No. 2010-06, ~~consolidated~~Fair ~~financial~~Value ~~statements~~Measurements toand ~~conform~~Disclosures to(Topic ~~the~~820)—Improving ~~2011~~Disclosures ~~presentation~~about Fair Value Measurements, ("ASU 2010-06"). This Update provides a

~~Recent Accounting Pronouncements~~34

InTable ~~May 2009, the FASB issued SFAS 165, Subsequent Events, which establishes reporting and disclosure requirements based on the existence~~ of conditions at the date of the balance sheet for events or transactions that occurred after the balance sheet date but before the financial statements are issued or are available to be issued. Companies are required to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or were available to be issued. Effective July 2, 2009, the Company adopted SFAS No. 165 and has included certain disclosures in a subsequent events footnote as necessary.Contents

~~During~~greater ~~June 2009,~~level ~~the~~of ~~FASB~~disaggregated ~~issued~~information ~~SFAS~~and ~~No. 167,~~enhanced ~~Amendments~~disclosures toabout ~~FASB~~valuation ~~Interpretation~~techniques ~~No. 46(R) which~~and isinputs to befair ~~adopted~~value asmeasurements. ofASU ~~the~~2010-06 ~~beginning~~is ofeffective ~~its~~for ~~first~~interim and annual reporting ~~period~~periods ~~that~~beginning ~~begins~~ after ~~November~~December 15, 2009, and ~~interim~~became ~~and~~effective ~~annual~~for ~~reporting~~the ~~periods~~Company ~~thereafter.~~as ~~SFAS~~of ~~No.~~April ~~167~~1, ~~amends~~2010 ~~FASB~~except ~~Interpretation~~for ~~No. 46(R),~~certain ~~Consolidation~~disclosure ofrequirements. ~~Variable~~Disclosures ~~Interest~~about ~~Entities~~purchases, ansales, ~~interpretation~~issuances ofand ~~ARB~~settlements ~~No. 51~~in ~~(“FIN 46(R)”)~~the toroll ~~require~~forward anof ~~enterprise~~activity toin ~~perform~~Level 3 anfair ~~analysis~~value tomeasurements ~~determine~~are ~~whether~~effective ~~the~~for ~~enterprise’s~~fiscal ~~variable~~years ~~interest~~beginning orafter ~~interests~~December ~~give~~15, it2010, aand ~~controlling~~for ~~financial~~interim ~~interest~~periods inwithin athose ~~variable~~fiscal ~~interest~~years ~~entity.~~and ~~This~~became ~~analysis~~effective ~~identifies~~for the ~~primary~~Company ~~beneficiary~~as of ~~a variable interest entity as~~ the ~~enterprise~~beginning ~~that has both~~ of ~~the~~fiscal ~~following characteristics:~~2011.

37In June 2011, the FASB issued new guidance under ASU 2011-5, Presentation of Comprehensive Income, which amends the presentation of comprehensive income and allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Under ASU 2011-5, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. ASU 2011-5 became effective for the Company as of the beginning of fiscal 2012 and has been applied retrospectively. The Company has not included separate statements of comprehensive income in this Form 10-K as the Company’s comprehensive income is equivalent to its net income for all periods presented.

~~Table~~In September 2011, the FASB issued ASU No. 2011-8, Intangibles—Goodwill and Other (Topic 350)—Testing Goodwill for Impairment, to allow entities to use a qualitative approach to test goodwill for impairment. ASU 2011-8 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of ~~Contents~~a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. ASU 2011-8 became effective for the Company as of the beginning of fiscal 2012.

aIn December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. ~~The~~ ~~power~~ASU 2011-12 defers the specific requirement within ASU 2011-05 to ~~direct~~present on the ~~activities~~face of athe ~~variable~~financial ~~interest~~statements ~~entity~~items that ~~most~~are ~~significantly~~reclassified ~~impact~~from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income. This guidance is effective for interim and annual periods beginning after December 15, 2011, and is to be applied retrospectively. ASU 2011-12 became effective for the ~~entity’s~~Company ~~economic~~as ~~performance;~~of the beginning of fiscal 2012 and has been applied retrospectively.

~~b. The~~(4) Debt obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.Obligations

~~Additionally,~~Debt anobligations ~~enterprise~~are issummarized ~~required to assess whether it has an implicit financial responsibility to ensure that a variable interest entity operates~~ as ~~designed~~follows ~~when determining whether it has the power to direct the activities of the variable interest entity that most significantly impact the entity’s economic performance. SFAS No. 167 amends FIN 46~~(~~R) to~~amounts require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFAS No. 167 amends FIN 46(R) to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance. SFAS No. 167 amends FIN 46(Rmillions) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity. The adoption of SFAS No. 167 had no impact on the Company’s consolidated financial position, cash flows and results of operations.:

In June 2009, the FASB issued SFAS No. 168, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. SFAS No. 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. SFAS No. 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Commission guidance organized using the same topical structure in separate sections. SFAS No. 168 was effective for financial statements issued for reporting periods that end after September 15, 2009. The Company adopted the provisions of this guidance as of October 1, 2009. The adoption did not have an impact on the Company’s consolidated financial position, cash flows or results of operations.



	December 27, 2012			December 29, 2011
Debt obligations (a)	$	1.1		$	1.2
Less current portion	(0.3		)	(0.2		)
Long-term debt, less current portion	$	0.8		$	1.0

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements, (“ASU 2010-06”). This Update provides a greater level of disaggregated information and enhanced disclosures about valuation techniques and inputs to fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 and became effective for the Company as of April 1, 2010 except for certain disclosure requirements. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years and became effective for the Company as of the beginning of fiscal 2011.________________________________________________

In June 2011, the FASB issued new guidance under ASC Topic 220, Presentation of Comprehensive Income, to amend the presentation of comprehensive income to allow an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in (a) ~~single~~Debt ~~continuous~~obligations ~~statement~~include ~~of comprehensive income or in two separate but consecutive statements~~$1. In1 ~~both~~million ~~choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income,~~ and ~~a total amount for comprehensive income~~$1. ~~The~~2 ~~guidance~~million ~~eliminates the option to present the components~~ of ~~other~~capital ~~comprehensive~~lease ~~income~~obligations as ~~part~~ of ~~the~~December ~~statement~~27, of2012 ~~changes in stockholders’ equity. This guidance is effective for interim~~ and ~~annual periods beginning after~~ December 1529, 2011, ~~and~~which ~~is to be applied retrospectively. Because this guidance impacts presentation only, it will~~ have noan ~~effect~~interest onrate ~~our~~of ~~financial condition~~10.0%, ~~results~~maturing ofin ~~operations or cash flows~~2016.

InThe ~~September 2011,~~aggregate ~~the~~annual ~~FASB~~maturities ~~issued~~of ~~ASU~~debt ~~No. 2011-08, Intangibles—Goodwill~~obligations ~~and~~are ~~Other~~as ~~(Topic~~follows ~~350)—Testing Goodwill for Impairment~~ (~~“ASU~~amounts ~~2011-08”),~~in to allow entities to use a qualitative approach to test goodwill for impairment. ASU 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, millions):

3835

Table of Contents

the two-step goodwill impairment test is not required. ASU 2011-08 is effective for interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company does not expect the adoption of ASU 2011-08 to have a material effect on its consolidated financial results.



2013	$	0.4
2014	0.3
2015	0.4
2016	0.2
2017	—
Thereafter	—
	1.3
Less interest on capital leases	(0.2		)
Total	$	1.1

(45) ~~Debt~~ Related ~~Obligations~~Party Transactions

~~Debt~~Management ~~obligations are summarized as follows (amounts in millions):~~Agreement

	December 29, 2011			December 30, 2010
Debt obligations (a)	$	1.2		$	1.5
Less current portion	(0.2		)	(0.2		)
Long-term debt	$	1.0		$	1.3

RCI manages all aspects of the theatre operations of UATC and its subsidiaries pursuant to the terms of a management agreement, which includes all of its cash collections, cash disbursements and other cash management functions. During each of the years ended December 27, 2012, December 29, 2011 and December 30, 2010, UATC recorded management fee expenses of approximately $6.1 million, $6.1 million and $6.4 million, respectively, related to this agreement. Such fees have been recorded in the accompanying consolidated statements of operations as a component of "General and administrative expenses."

~~(a) Debt~~Related-Party ~~obligations include $1.2 million and $1.5 million of capital lease obligations as of December 29, 2011 and December 30, 2010, which have an interest rate of 10.0%, maturing in 2016.~~Receivables

The ~~aggregate~~related ~~annual~~party ~~maturities~~receivables balance of ~~debt~~$95.6 ~~obligations~~million ~~are~~as of December 27, 2012 was comprised of approximately $9.8 million related to advances made to Prop I to fund additions and/or renovations to theatres leased from Prop I and approximately $85.8 million related to intercompany transactions and cash management. The related-party receivables balance of $87.1 million as ~~follows~~of ~~(amounts~~December 29, in2011 ~~millions):~~continued to be comprised of the $9.8 million receivable from Prop I and approximately $77.3 million related to intercompany transactions and cash management.

2012	$	0.3
2013	0.4
2014	0.3
2015	0.3
2016	0.2
Thereafter	—
	1.5
Less interest on capital leases	(0.3		)
Total	$	1.2

UATC leases three theatres from Prop I in accordance with a master lease (the "Prop I Master Lease"). The Prop 1 Master Lease commenced in 1988 with an original base term of 15 years and in 2003 UATC exercised a 10 year renewal extension of the lease. The Prop I Master Lease provides for basic monthly or quarterly rentals and may require additional rentals, based on the revenue of the underlying theatre. In order to fund the cost of additions and/or renovations to the theatres leased by UATC from Prop I, UATC made advances to Prop I prior to becoming a wholly owned subsidiary of REG in 2002. Since 2002, UATC has not funded any additions and/or renovations for these properties and does not expect to make any advances to Prop 1 in future periods. The Prop I portion of the related-party receivable balance ($9.8 million at December 27, 2012 and December 29, 2011) will be reduced upon any sale of the three properties by Prop I, with UATC receiving the net proceeds of the sale. The fair value of each of the three locations is evaluated periodically using the expected selling price less selling costs for each property. Management’s estimates (Level 3 inputs as described in ASC Topic 820, Fair Value Measurements and Disclosures) are based on recent market transactions and current real estate values within each market. The Company has no current intention to market or sell the properties at this time, but believes that the fair market value of the three properties will be sufficient to substantially recover the current receivable from Prop I.

(The increase in the related-party receivables balance of $8.5 million during the year ended December 27, 2012 was due primarily to the timing of intercompany cash collections and disbursements particularly with respect to (1) ~~Related~~ ~~Party~~the ~~Transactions~~redemption of gift cards and discount tickets at UATC theatres that were sold by a subsidiary of RCI, Regal CineMedia ("RCM") and (2) cash received by RCI for various revenue items, such as on-line ticket sales and rebates from vendor marketing programs, for UATC’s share of the revenues for such items. RCI (or RCM) receives the cash for these items, revenue is recorded by UATC and a corresponding intercompany receivable is created, which is payable by RCI (or RCM) to UATC. Increases in the intercompany receivable recorded by UATC could continue to occur in future periods as long as the above described cash management activities continue as usual. As of December 27, 2012, management believes the intercompany receivable is fully collectible.

~~Management~~Digital ~~Agreement~~Cinema Implementation Partners, LLC Transactions

RCI manages all aspects of the theatre operations of UATC and its subsidiaries pursuant to the terms of a management agreement, which includes all of its cash collections, cash disbursements and other cash management functions. During each of the years ended December 29, 2011, December 30, 2010 and December 31, 2009, UATC recorded management fee expenses of approximately $6.1 million, $6.4 million and $6.8 million, respectively, related to this agreement. Such fees have been recorded in the accompanying consolidated statements of operations as a component of “General and administrative expenses.”36

~~Related-Party~~Table ~~Receivables~~of Contents

~~The~~On ~~related~~February 12, ~~party~~2007, ~~receivables~~Regal, ~~balance~~along ofwith ~~$87~~AMC Entertainment, Inc.1 ~~million~~("AMC") asand ~~of December~~Cinemark, 29Inc. ("Cinemark"), ~~2011~~formed ~~was~~a ~~comprised~~joint ofventure ~~approximately~~company ~~$9.8~~known ~~million~~as ~~related~~Digital toCinema ~~advances~~Implementation ~~made~~Partners, toLLC, ~~Prop~~a IDelaware limited liability company ("DCIP"), to ~~fund~~create ~~additions~~a financing model and~~/or~~ ~~renovations~~establish toagreements with major motion picture studios for the implementation of digital cinema in our theatres. ~~leased~~Each ~~from~~of ~~Prop~~Regal, IAMC and ~~approximately~~Cinemark ~~$77~~has an equal voting interest in DCIP.3 ~~million~~On ~~related~~March 10, to2010, ~~intercompany~~DCIP ~~transactions~~executed definitive agreements and ~~cash~~related ~~management~~financing transactions in connection with the conversion to digital projection. ~~The~~ Concurrent with closing, RCI entered into a master equipment lease agreement (the "Master Lease") and other related~~-party~~ ~~receivables~~agreements ~~balance~~(collectively, ofthe ~~$80.7~~"Digital ~~million~~Cinema asAgreements") ofwith ~~December~~Kasima, 30LLC, ~~2010~~a ~~continued~~wholly-owned subsidiary of DCIP. Subsequent to bethe ~~comprised~~execution of the ~~$9.8~~Digital ~~million~~Cinema ~~receivable~~Agreements, ~~from~~UATC ~~Prop~~distributed Iits ~~and~~existing ~~approximately~~digital ~~$70.9~~projection ~~million~~systems ~~related~~with toa ~~intercompany~~net ~~transactions~~book ~~and~~value ~~cash~~of ~~management~~approximately $2.7 million to RCI.

~~UATC~~DCIP ~~leases~~funds ~~three~~the ~~theatres~~cost of conversion to digital projection principally through the collection of virtual print fees from ~~Prop~~motion Ipicture instudios and equipment lease payments from participating exhibitors, including Regal. In accordance with athe ~~master~~Master ~~lease~~Lease, RCI will sublease (the ~~“Prop~~"Sublease") Ithe ~~Master~~digital ~~Lease”)~~projection systems to UATC under a twelve-year term with ten one-year fair value renewal options. The ~~Prop~~Master 1Lease also contains a fair value purchase option. Under the Master Lease ~~commenced~~and inthe ~~1988~~Sublease, ~~with~~UATC anpays ~~original~~RCI ~~base~~annual ~~term~~minimum rent of 15$1,000 ~~years~~per digital projection system from the effective date of the agreement through the end of the lease term and inis, ~~2003~~upon ~~UATC~~certain ~~exercised~~conditions described below, subject to incremental annual rent of $2,000 per digital projection system beginning at six and a 10half ~~year renewal~~years ~~extension~~from the effective date of the agreement through the end of the lease term. In ~~The~~the ~~Prop~~event Ithat ~~Master~~the ~~Lease~~junior ~~provides~~capital ~~for~~raised ~~basic~~by ~~monthly~~DCIP in the initial financing transactions remains outstanding at any time on or ~~quarterly~~after ~~rentals~~the date that is six and ~~may~~a ~~require~~half ~~additional~~years ~~rentals,~~after ~~based~~the onclosing date of March 2010, the ~~revenue~~holders of the ~~underlying~~related ~~theatre.~~notes Inwill ~~order~~have the right to ~~fund~~require Regal and other participating exhibitors to make incremental minimum rent payments of $2,000 per digital projection system per year through the ~~cost~~earlier of ~~additions~~the ~~and/~~end of the lease term or ~~renovations~~until tosuch notes are repaid. UATC considers both the ~~theatres~~$1,000 ~~leased~~minimum byrental ~~UATC~~and ~~from~~the ~~Prop~~incremental Iminimum rental payment of $2,000 ~~UATC~~per ~~made~~digital ~~advances~~projection system to ~~Prop~~be Iminimum ~~prior~~rents toand ~~becoming~~accordingly ahas ~~wholly~~recorded ~~owned~~such ~~subsidiary~~rents ofon ~~REG~~a straight-line basis in ~~2002. Since~~its ~~2002,~~consolidated financial statements. UATC ~~has~~is also subject to various types of other rent if such digital projection systems do not ~~funded~~meet ~~any~~minimum ~~additions~~performance requirements as outlined in the Master Lease and/ the Sublease. Certain of the other rent payments are subject to either a monthly or ~~renovations~~an annual maximum. UATC accounts for ~~these~~the ~~properties~~Sublease as an operating lease for accounting purposes. During the years ended December 27, 2012 and ~~does~~December 29, ~~not~~2011, ~~expect~~the toCompany ~~make~~incurred ~~any~~total ~~advances~~rent toof ~~Prop~~approximately $1.0 inmillion ~~future~~and ~~periods~~$0.6 ~~The~~million, ~~Prop~~respectively, Iassociated ~~portion~~with of the ~~related-party~~leased digital projection systems.

39As of December 27, 2012, we operated 473 screens outfitted with digital projection systems as of December 27, 2012.

~~Table~~National ofCineMedia, ~~Contents~~LLC Transactions

~~receivable~~Pursuant ~~balance~~to ~~($9.8~~the ~~million~~Company’s atmanagement ~~December 29,~~agreement ~~2011~~with ~~and~~RCI, ~~December 30~~RCI, ~~2010)~~through ~~will~~an beagreement ~~reduced~~with ~~upon~~National ~~any sale of the three properties by Prop I~~CineMedia, ~~with~~LLC UATC receiving the net proceeds of the sale. The fair value of each of the three locations is evaluated periodically using the expected selling price less selling costs for each property. Management’s estimates (~~Level~~"National ~~3 inputs as described in ASC Topic 820~~CineMedia"), ~~Fair~~provides ~~Value~~all ~~Measurements~~on-screen and ~~Disclosures)~~lobby ~~are~~advertising ~~based on recent market transactions~~ and ~~current~~event ~~real~~services ~~estate values within each market. The Company has no current intention~~ to ~~market or sell the properties at this time, but believes that the fair market value of the three properties will be sufficient to substantially recover the current receivable from Prop I~~UATC.

~~The~~In ~~increase~~connection inwith the ~~related-party~~completion ~~receivables balance~~ of ~~$6.4 million during~~ the ~~year~~initial ~~ended~~public ~~December 29~~offering, ~~2011~~or ~~was~~IPO, ~~due~~of ~~primarily~~National toCineMedia ~~the~~Inc.’s ~~timing~~("NCM ofInc.") ~~intercompany~~common ~~cash~~stock, ~~collections~~RCI amended and ~~disbursements~~restated ~~particularly~~its ESA with ~~respect~~National toCineMedia, ~~(1)~~whereby ~~the~~in ~~redemption~~exchange offor ~~gift~~its ~~cards~~pro ~~and~~rata ~~discount~~share ~~tickets~~of atthe ~~UATC~~IPO ~~theatres~~proceeds, ~~that~~RCI ~~were~~agreed ~~sold~~to by a ~~subsidiary~~modification of ~~RCI,~~National ~~Regal~~ CineMedia’s ~~(“RCM”)~~payment ~~and~~obligation ~~(2)~~under ~~cash~~the ~~received~~ESA. The bymodification ~~RCI~~extended ~~for~~the ~~various~~term ~~revenue~~of ~~items,~~the ~~such~~ESA asto ~~on-line~~30 ~~ticket~~years, ~~sales~~provided ~~and~~National ~~rebates~~CineMedia ~~from~~with ~~vendor~~a ~~marketing~~five-year ~~programs,~~right ~~for~~of ~~UATC’s~~first ~~share~~refusal ofbeginning ~~the~~1 ~~revenues~~year ~~for~~prior ~~such~~to ~~items.~~the ~~RCI~~end ~~(or~~of ~~RCM)~~the ~~receives~~term ~~the~~and ~~cash~~changed ~~for~~the ~~these~~basis ~~items,~~upon ~~revenue~~which RCI is ~~recorded~~paid by ~~UATC~~National ~~and~~CineMedia from a ~~corresponding~~percentage ~~intercompany~~of ~~receivable~~revenues isassociated ~~created,~~with ~~which~~advertising iscontracts ~~payable~~entered into by ~~RCI~~National ~~(or~~CineMedia ~~RCM)~~ to ~~UATC. Increases~~a inmonthly ~~the~~theatre ~~intercompany~~access ~~receivable~~fee. Also, ~~recorded~~with byrespect ~~UATC could continue~~ to ~~occur~~any inon-screen ~~future~~advertising ~~periods~~time asprovided ~~long~~by asus ~~the~~to ~~above~~our ~~described~~beverage ~~cash~~concessionaire, ~~management~~RCI ~~activities~~is ~~continue~~required asto ~~usual. As~~purchase ofsuch ~~December~~time ~~29,~~from ~~2011,~~National ~~management~~CineMedia ~~believes~~at ~~the~~a ~~intercompany~~negotiated ~~receivable is fully collectable~~rate.

~~Digital~~As ~~Cinema~~a ~~Implementation~~result ~~Partners~~of the ESA amendment and related modification payment, ~~LLC~~RCI ~~Transactions~~recognizes various types of other revenue from National CineMedia, including per patron and per digital screen theatre access fees, net of payments for on-screen advertising time provided to the Company’s beverage concessionaire, other National CineMedia revenue and amortization of upfront ESA modification fees utilizing the units of revenue amortization method.

OnThe ~~February 12,~~Company’s ~~2007,~~portion ~~Regal,~~of ~~along~~these ~~with~~revenues ~~AMC~~are ~~Entertainment, Inc.~~presented ~~(“AMC”) and Cinemark, Inc. (“Cinemark”), formed a joint venture company known~~ as ~~Digital Cinema Implementation Partners, LLC,~~ a ~~Delaware~~component ~~limited liability company (“DCIP”), to create a financing model and establish agreements with major motion picture studios for the implementation~~ of ~~digital~~"Other ~~cinema~~operating inrevenues" ~~our theatres. Each of Regal, AMC and Cinemark has an equal voting interest~~ in ~~DCIP. On March 10, 2010, DCIP executed definitive agreements and related financing transactions in connection with~~ the ~~conversion~~Company’s toconsolidated ~~digital~~financial ~~projection.~~statements ~~Concurrent with closing, RCI entered into a master equipment lease agreement (the “Master Lease”)~~ and ~~other~~consist ~~related agreements (collectively, the “Digital Cinema Agreements”) with Kasima, LLC, a wholly-owned subsidiary~~ of ~~DCIP. Subsequent to~~ the ~~execution~~following ofamounts ~~the~~(in ~~Digital Cinema Agreements, UATC distributed its existing digital projection systems with a net book value of approximately $2.7 million to RCI.~~millions):

DCIP funds the cost of conversion to digital projection principally through the collection of virtual print fees from motion picture studios and equipment lease payments from participating exhibitors, including Regal. In accordance with the Master Lease, RCI will sublease (the “Sublease”) the digital projection systems to UATC under a twelve-year term with ten one-year fair value renewal options. The Master Lease also contains a fair value purchase option. Under the Master Lease and the Sublease, UATC pays RCI annual minimum rent of $1,000 per digital projection system from the effective date of the agreement through the end of the lease term and is, upon certain conditions described below, subject to incremental annual rent of $2,000 per digital projection system beginning at six and a half years from the effective date of the agreement through the end of the lease term. In the event that the junior capital raised by DCIP in the initial financing transactions remains outstanding at any time on or after the date that is six and a half years after the closing date of March 2010, the holders of the related notes will have the right to require Regal and other participating exhibitors to make incremental minimum rent payments of $2,000 per digital projection system per year through the earlier of the end of the lease term or until such notes are repaid. UATC considers both the $1,000 minimum rental and the incremental minimum rental payment of $2,000 per digital projection system to be minimum rents and accordingly has recorded such rents on a straight-line basis in its consolidated financial statements. UATC is also subject to various types of other rent if such digital projection systems do not meet minimum performance requirements as outlined in the Master Lease and the Sublease. Certain of the other rent payments are subject to either a monthly or an annual maximum. UATC accounts for the Sublease as an operating lease for accounting purposes. During the years ended December 29, 2011 and December 30, 2010, the Company incurred total rent of approximately $0.6 million and $0.2 million, respectively, associated with the leased digital projection systems.37

~~During~~Table ~~fiscal 2011, we completed our deployment~~ of 3D compatible digital projection systems to theatres across our circuit. The Company has accelerated depreciation of its owned 35 mm film projection equipment that is scheduled to be replaced with leased digital projection systems, with such depreciation occurring over the expected Contents



	Year Ended December 27, 2012			Year Ended December 29, 2011			Year Ended December 30, 2010
Theatre access fees per patron	$	1.2		$	1.1		$	1.2
Theatre access fees per digital screen	0.5			0.4			0.4
Other NCM revenue	0.2			0.2			0.1
Amortization of ESA modification fees	0.4			0.4			0.4
Payments for beverage concessionaire advertising	(1.1		)	(1.1		)	(1.1		)
Total	$	1.2		$	1.0		$	1.0

~~Table of Contents~~(6) Leases

~~deployment~~The ~~schedule~~Company ~~since~~accounts ~~the~~for a majority of its leases as operating leases. The Company, ~~plans~~at toits ~~dispose~~option, ofcan ~~such~~renew ~~equipment~~a ~~prior~~substantial toportion of the ~~end~~leases ofat ~~its~~defined ~~useful~~or ~~life.~~then Tofair ~~that~~rental ~~end,~~rates ~~during~~for ~~the~~various ~~years~~periods. ~~ended~~Certain ~~December 29,~~leases ~~2011~~for ~~and~~Company ~~December 30,~~theatres ~~2010,~~provide for contingent rentals based on the ~~Company~~revenue ~~recorded~~results ~~approximately~~of ~~$0.5~~the ~~million~~underlying theatre and ~~$0.7~~require ~~million,~~the ~~respectively,~~payment of ~~accelerated~~taxes, ~~depreciation~~insurance ~~related~~and toother ~~such~~costs ~~35mm~~applicable ~~film~~to ~~projection~~the ~~equipment~~property. As ~~of December 29~~Also, ~~2011,~~certain weleases ~~operated~~contain ~~345~~escalating ~~screens~~minimum ~~outfitted~~rental ~~with~~provisions ~~digital~~that ~~projection~~have ~~systems,~~been ~~257~~accounted offor ~~which~~on ~~are~~a ~~digital~~straight-line 3Dbasis ~~capable~~over the initial term of the leases.

~~National~~Minimum ~~CineMedia~~rentals payable under all non-cancelable operating leases with terms in excess of 1 year as of December 27, ~~LLC~~2012, ~~Transactions~~are summarized for the following fiscal years (in millions):

Pursuant to the Company’s management agreement with RCI, RCI, through an agreement with National CineMedia, LLC (“National CineMedia”), provides all on-screen and lobby advertising and event services to UATC.



2013	$	35.9
2014	34.3
2015	33.3
2016	19.8
2017	10.9
Thereafter	18.9
Total	$	153.1

InRent ~~connection~~expense, ~~with~~including ~~the~~sale ~~completion~~and ofleaseback ~~the~~rentals ~~initial public offering, or IPO,~~ of ~~National CineMedia Inc~~$15.’s1 ~~(“NCM~~million, ~~Inc~~$15.”)1 ~~common~~million ~~stock, RCI amended~~ and ~~restated~~$14.9 ~~its ESA with National CineMedia~~million, ~~whereby in exchange~~ for ~~its~~the ~~pro~~years ~~rata~~ended ~~share~~December 27, of2012, ~~the IPO proceeds~~December 29, ~~RCI~~2011 ~~agreed~~and toDecember 30, a2010, ~~modification~~under ofsuch ~~National~~operating ~~CineMedia’s~~leases ~~payment~~amounted ~~obligation~~to ~~under~~$35.6 ~~the~~million, ~~ESA~~$35. ~~The~~2 ~~modification~~million ~~extended~~and ~~the~~$36.3 ~~term~~million offor the ~~ESA~~years toended 30December 27, ~~years~~2012, ~~provided~~December 29, ~~National~~2011 ~~CineMedia~~and ~~with~~December 30, a2010, ~~five-year~~respectively. ~~right~~Contingent ofrent ~~first~~expense ~~refusal~~was ~~beginning~~$1.0 ~~one~~million, ~~year~~$0.9 ~~prior~~million toand ~~the~~$1.5 ~~end~~million offor the ~~term~~years ~~and~~ended ~~changed~~December 27, ~~the~~2012, ~~basis~~December 29, ~~upon~~2011 ~~which~~and ~~RCI is paid by National CineMedia from a percentage of revenues associated with advertising contracts entered into by National CineMedia to a monthly theatre access fee. Also~~December 30, ~~with respect to any on-screen advertising time provided by us to our beverage concessionaire~~2010, ~~RCI is required to purchase such time from National CineMedia at a negotiated rate~~respectively.

As a result of the ESA amendment and related modification payment, RCI recognizes various types of other revenue from National CineMedia, including per patron and per digital screen theatre access fees, net of payments for onSale-~~screen~~Leaseback advertising time provided to the Company’s beverage concessionaire, other National CineMedia revenue and amortization of upfront ESA modification fees utilizing the units of revenue amortization method.Transactions

The Company’s ~~portion~~has ofhistorically ~~these~~entered ~~revenues~~into ~~are~~sale ~~presented~~and asleaseback atransactions ~~component~~whereby ofowned ~~“Other~~properties ~~operating~~were ~~revenues”~~sold inand ~~the~~leased ~~Company’s~~back ~~consolidated~~under ~~financial~~operating ~~statements~~leases. The ~~and~~minimum ~~consist~~rentals offor ~~the~~these ~~following~~operating ~~amounts~~leases (are included in ~~millions):~~the table above.

	Year Ended December 29, 2011			Year Ended December 30, 2010			Year Ended December 31, 2009
Theatre access fees per patron	$	1.1		$	1.2		$	1.3
Theatre access fees per digital screen	0.4			0.4			0.4
Other NCM revenue	0.2			0.1			0.2
Amortization of ESA modification fees	0.4			0.4			0.3
Payments for beverage concessionaire advertising	(1.1		)	(1.1		)	(1.1		)
Total	$	1.0		$	1.0		$	1.1

In December 1995, UATC entered into a sale and leaseback transaction whereby 31 owned properties were sold to and leased back from an unaffiliated third party. In conjunction with the transaction, the buyer of the properties issued publicly traded pass-through certificates. In connection with this sale and leaseback transaction, UATC entered into a Participation Agreement that requires UATC to comply with various covenants, including limitations on indebtedness, restricted payments, transactions with affiliates, guarantees, issuance of preferred stock of subsidiaries and subsidiary distributions, transfer of assets and payment of dividends. As of December 27, 2012, 11 theatres were subject to the sale leaseback transaction and approximately $21.1 million in principal amount of pass-through certificates were outstanding.

(67) ~~Leases~~ Income Taxes

The ~~Company~~components ~~accounts for a majority~~ of ~~its leases as operating leases. The Company, at its option, can renew a substantial portion of~~ the ~~leases~~provision ~~at defined or then fair rental rates~~ for ~~various~~income ~~periods.~~taxes ~~Certain leases~~ for ~~Company~~income ~~theatres~~from ~~provide~~operations for ~~contingent~~each ~~rentals based on the revenue results~~ of the ~~underlying~~fiscal ~~theatre~~years ~~and~~were ~~require~~as ~~the~~follows ~~payment~~(in of taxes, insurance and other costs applicable to the property. Also, certain leases contain escalating minimum rental provisions that have been accounted for on a straight-line basis over the initial term of the leases.millions):

~~Minimum rentals payable under all non-cancelable operating leases with terms in excess of one year as of December 29, 2011, are summarized for the following fiscal years (in millions):~~38

2012	$	36.1
2013	33.5
2014	32.5
2015	31.7
2016	18.4
Thereafter	23.3
Total	$	175.5

Table of Contents



	Year Ended December 27, 2012			Year Ended December 29, 2011			Year Ended December 30, 2010
Federal:
Current	$	3.8		$	4.7		$	3.0
Deferred	(0.1		)	(1.8		)	(0.8		)
Total Federal	3.7			2.9			2.2
State:
Current	1.2			0.6			0.3
Deferred	2.9			1.0			0.6
Total State	4.1			1.6			0.9
Total income tax provision	$	7.8		$	4.5		$	3.1

~~Table~~A reconciliation of ~~Contents~~the provision for income taxes as reported and the amount computed by multiplying the income before taxes and extraordinary item by the U.S. federal statutory rate of 35% was as follows (in millions):

Rent expense, including sale and leaseback rentals of $15.1 million, $14.9 million and $14.8 million, for the years ended December 29, 2011, December 30, 2010 and December 31, 2009, under such operating leases amounted to $35.2 million, $36.3 million and $37.4 million for the years ended December 29, 2011, December 30, 2010 and December 31, 2009, respectively. Contingent rent expense was $0.9 million, $1.5 million and $1.4 million for the years ended December 29, 2011, December 30, 2010 and December 31, 2009, respectively.



	Year Ended December 27, 2012		Year Ended December 29, 2011		Year Ended December 30, 2010
Provision calculated at federal statutory income tax rate	$	5.1	$	3.5	$	2.5
State and local income taxes, net of federal benefit	2.7		1.0		0.5
Other	—		—		0.1
Total income tax provision	$	7.8	$	4.5	$	3.1

~~Sale-Leaseback~~Significant ~~Transactions~~components of the Company’s net deferred tax liability consisted of the following at (in millions):

The Company has historically entered into sale and leaseback transactions whereby owned properties were sold and leased back under operating leases. The minimum rentals for these operating leases are included in the table above.



	December 27, 2012			December 29, 2011
Deferred tax assets:
Net operating loss carryforward	$	11.6		$	15.1
Excess of tax basis over book basis of fixed assets	14.2			15.4
Deferred revenue	9.6			9.8
Other	1.4			0.3
Total deferred tax assets before valuation allowance	36.8			40.6
Valuation allowance	(2.4		)	(2.6		)
Total deferred tax assets after valuation allowance	34.4			38.0
Deferred tax liabilities:
Deferred gain on sale of theatres	(26.4		)	(27.9		)
Excess of book basis over tax basis of intangible assets	(27.9		)	(27.9		)
Other	(1.9		)	(1.4		)
Total deferred tax liabilities	(56.2		)	(57.2		)
Net deferred tax liability	$	(21.8	)	$	(19.2	)

InAs of December ~~1995~~27, ~~UATC~~2012, ~~entered~~the ~~into~~Company ahad ~~sale~~net ~~and~~operating ~~leaseback~~loss ~~transaction~~carryforwards ~~whereby~~for 31federal ~~owned~~income ~~properties~~tax ~~were~~purposes ~~sold~~of toapproximately ~~and leased back from an unaffiliated third party~~$22.8 ~~In conjunction~~ million with ~~the~~expiration ~~transaction,~~commencing ~~the~~during ~~buyer~~2019. ofThe ~~the~~Company’s ~~properties~~net ~~issued~~operating ~~publicly~~loss ~~traded~~carryforwards ~~pass-through~~were ~~certificates.~~generated Inby ~~connection~~the ~~with~~predecessor ~~this~~entities ~~sale~~of ~~and leaseback transaction,~~ UATC. ~~entered~~The ~~into~~Tax aReform ~~Participation~~Act ~~Agreement~~of ~~that~~1986 ~~requires~~imposed ~~UATC~~substantial torestrictions ~~comply with various covenants, including limitations~~ on ~~indebtedness,~~the ~~restricted~~utilization ~~payments, transactions with affiliates, guarantees, issuance~~ of ~~preferred~~net ~~stock~~operating oflosses ~~subsidiaries~~in ~~and~~the ~~subsidiary~~event ~~distributions, transfer~~ of ~~assets~~an ~~and~~"ownership ~~payment~~change" of ~~dividends~~a corporation. ~~As of December 29~~Accordingly, ~~2011,~~the 11Company’s ~~theatres~~ability ~~were subject~~ to utilize the ~~sale~~net ~~leaseback~~operating ~~transaction~~losses ~~and~~may ~~approximately~~be ~~$26.9 million~~impaired inas ~~principal~~a ~~amount~~result of ~~pass-through~~the ~~certificates~~"ownership ~~were~~change" ~~outstanding~~limitations.

~~(7) Income~~In ~~Taxes~~assessing the realizable value of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which these temporary differences become deductible. The Company has recorded a valuation allowance against deferred tax assets at December 27, 2012 and December 29, 2011 totaling $2.4 million and $2.6 million, respectively, as management believes it is more likely than not that certain deferred tax assets

~~The components of the provision for income taxes for income from operations for each of the fiscal years were as follows (in millions):~~39

	Year Ended December 29, 2011			Year Ended December 30, 2010			Year Ended December 31, 2009
Federal:
Current	$	4.7		$	3.0		$	2.9
Deferred	(1.8		)	(0.8		)	(0.3		)
Total Federal	2.9			2.2			2.6
State:
Current	0.6			0.3			0.5
Deferred	1.0			0.6			(0.1		)
Total State	1.6			0.9			0.4
Total income tax provision	$	4.5		$	3.1		$	3.0

Table of Contents

Awill ~~reconciliation~~not ofbe ~~the~~realized ~~provision~~in ~~for~~future ~~income~~tax ~~taxes~~periods. asDuring ~~reported~~the ~~and~~year ended December 27, 2012, the ~~amount~~valuation ~~computed~~allowance was decreased by ~~multiplying~~$0.2 million primarily related to a change in management's determination of the ~~income~~Company's ability to utilize certain state net operating losses created in years ended before ~~taxes~~December 27, ~~and~~2012. ~~extraordinary~~Future ~~item~~reductions byin the ~~U.S.~~valuation ~~federal~~allowance ~~statutory~~associated ~~rate~~with a change in management’s determination of ~~35%~~the ~~was~~Company’s asability ~~follows~~to (realize these deferred tax assets will result in ~~millions):~~a decrease in the provision for income taxes.

	Year Ended December 29, 2011		Year Ended December 30, 2010		Year Ended December 31, 2009
Provision calculated at federal statutory income tax rate	$	3.5	$	2.5	$	2.8
State and local income taxes, net of federal benefit	1.0		0.5		0.3
Other	—		0.1		(0.1		)
Total income tax provision	$	4.5	$	3.1	$	3.0

As of December 27, 2012 and December 29, 2011, the Company had no unrecognized tax benefits. The Company does not believe that its gross unrecognized tax benefits will change within the next 12 months.

~~Significant~~The ~~components~~Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense. As of December 27, 2012 and December 29, 2011, the Company’s ~~net~~had ~~deferred~~not accrued any interest or penalties associated with unrecognized tax ~~liability~~benefits. No ~~consisted~~interest and penalties were recognized in the statements of income for the ~~following~~years atended ~~(in~~December 27, ~~millions):~~2012 and December 29, 2011.

42The Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions as part of the REG income tax filings and files separate income tax returns in various other state jurisdictions as well. The Company's share of the REG current and deferred tax expense is determined on a separate company basis. REG and the Company are no longer subject to U.S. federal income tax examinations by taxing authorities for years before 2009, and with limited exceptions, are no longer subject to state income tax examinations before 2008. However, the taxing authorities still have the ability to review the propriety of tax attributes created in closed tax years if such tax attributes are utilized in an open tax year.

~~Table~~(8) Litigation ofand ~~Contents~~contingencies

	December 29, 2011			December 30, 2010
Deferred tax assets:
Net operating loss carryforward	$	15.1		$	16.2
Excess of tax basis over book basis of fixed assets	15.4			16.2
Deferred revenue	9.8			10.0
Other	0.3			1.2
Total deferred tax assets before valuation allowance	40.6			43.6
Valuation allowance	(2.6		)	(3.2		)
Total deferred tax assets after valuation allowance	38.0			40.4
Deferred tax liabilities:
Deferred gain on sale of theatres	(27.9		)	(31.1		)
Excess of book basis over tax basis of intangible assets	(27.9		)	(27.9		)
Other	(1.4		)	(1.0		)
Total deferred tax liabilities	(57.2		)	(60.0		)
Net deferred tax liability	$	(19.2	)	$	(19.6	)

The Company is presently involved in various judicial, administrative, regulatory and arbitration proceedings concerning matters arising in the ordinary course of business operations, including but not limited to, personal injury claims, landlord-tenant disputes, employment and other contractual matters, some of which are described below. Many of these proceedings are at preliminary stages, and many of these cases seek an indeterminate amount of damages. The Company’s theatre operations are also subject to federal, state and local laws governing such matters as wages, working conditions, citizenship and health and sanitation and environmental protection requirements.

AsFor ofexample, ~~December 29~~on October 9, ~~2011~~2012, staff at the San Francisco Regional Water Quality Board (the "Regional Board") notified the Company, ~~had~~that ~~net~~the ~~operating~~Regional ~~loss~~Board ~~carryforwards~~is ~~for~~contemplating ~~federal~~issuing ~~income~~a ~~tax~~cleanup ~~purposes~~and ofabatement ~~approximately~~order ~~$32.0~~to ~~million~~the Company with ~~expiration~~respect ~~commencing~~to a property in Santa Clara, California that the Company owned and then leased during ~~2019~~the 1960s and 1970s. ~~The~~According ~~Company’s~~to ~~net~~the ~~operating~~Regional ~~loss~~Board, ~~carryforwards~~the ~~were~~property ~~generated~~in question has been contaminated by dry cleaning facilities that operated at the ~~predecessor~~property ~~entities~~in ofquestion ~~UATC~~from 1961 until 1996. The ~~Tax~~Regional ~~Reform~~Board ~~Act~~is ofalso ~~1986~~contemplating ~~imposed~~issuing ~~substantial~~the ~~restrictions~~order onto the ~~utilization~~current ofproperty ~~net~~owner, ~~operating~~who ~~losses~~has inbeen ~~the~~conducting ~~event~~site ofinvestigation anand ~~“ownership~~remediation ~~change”~~activities ofat athe ~~corporation~~site for several years. ~~Accordingly,~~While the Company’s ~~ability~~intends to ~~utilize~~vigorously ~~the~~defend ~~net~~these ~~operating~~matters, ~~losses~~we ~~may~~cannot beyet ~~impaired~~predict asthe aoutcome ~~result~~or the magnitude of any clean-up costs. We believe that we are, and were during the ~~“ownership~~period ~~change”~~in ~~limitations~~question described in this paragraph, in compliance with such applicable laws and regulations.

InUnder ~~assessing~~ASC ~~the~~Topic ~~realizable~~450, ~~value~~Contingencies—Loss ofContingencies, ~~deferred~~an ~~tax~~event ~~assets,~~is ~~management~~"reasonably ~~considers~~possible" ~~whether~~if it"the chance of the future event or events occurring is more ~~likely~~than remote but less than ~~not~~likely" ~~that~~and ~~some~~an ~~portion~~event oris ~~all~~"remote" ofif "the ~~deferred~~chance ~~tax~~of ~~assets~~the ~~will~~future ~~not~~event beor ~~realized.~~events ~~The~~occurring ~~ultimate~~is ~~realization~~slight." ofThus, ~~deferred~~references ~~tax~~to ~~assets~~the isupper ~~dependent~~end ~~upon~~of the ~~generation~~range of ~~future~~reasonably ~~taxable~~possible ~~income~~loss ~~during~~for ~~the~~cases ~~periods~~ in which ~~these~~the ~~temporary~~Company ~~differences~~is ~~become~~able ~~deductible.~~to ~~The~~estimate ~~Company~~a ~~has~~range ~~recorded~~of areasonably ~~valuation~~possible ~~allowance~~loss ~~against~~mean ~~deferred~~the ~~tax~~upper ~~assets~~end atof ~~December 29,~~the ~~2011~~range ~~and~~of ~~December 30,~~loss ~~2010~~for ~~totaling~~cases ~~$2.6 million~~for ~~and~~which ~~$3.2~~the ~~million,~~Company ~~respectively,~~believes asthe ~~management~~risk ~~believes~~of itloss is more ~~likely~~ than ~~not~~slight. ~~that~~Management ~~certain~~is ~~deferred~~unable ~~tax~~to ~~assets~~estimate ~~will~~a ~~not~~range beof ~~realized~~reasonably possible loss for cases described below in ~~future~~which ~~tax~~damages ~~periods.~~have ~~During~~not been specified and (i) the ~~year~~proceedings ~~ended~~are ~~December~~in ~~29,~~early ~~2011~~stages, (ii) there is uncertainty as to the ~~valuation~~likelihood ~~allowance~~of ~~was~~a ~~decreased~~class bybeing ~~$0.6~~certified ~~million~~or ~~primarily~~the ~~related~~ultimate size of the class, (iii) there is uncertainty as to the ~~realization~~outcome of ~~certain~~pending ~~state~~appeals ~~net~~or ~~operating~~motions, ~~losses~~(iv) ~~created~~there inare ~~years~~significant ~~ended~~factual ~~before~~issues ~~December~~to 29be resolved, ~~2011.~~and/or ~~Future~~(v) ~~reductions~~there inare ~~the~~novel ~~valuation~~legal ~~allowance~~issues ~~associated~~presented. ~~with~~However, afor ~~change~~these incases, management’s ~~determination~~does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on the Company’'s ~~ability~~financial tocondition, ~~realize~~though ~~these~~the ~~deferred~~outcomes ~~tax~~could ~~assets~~be ~~will~~material ~~result~~to inthe aCompany's ~~decrease~~operating results for any particular period, depending, in part, upon the ~~provision~~operating results for ~~income~~such ~~taxes~~period.

AsIn ofsituations ~~December 29,~~where ~~2011~~management believes that a loss arising from such proceedings is probable and ~~December 30,~~can ~~2010~~reasonably be estimated, the Company ~~had~~records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no ~~unrecognized~~amount ~~tax~~within ~~benefits~~the range is more probable than another. ~~The~~As ~~Company~~additional ~~does~~information ~~not~~becomes ~~believe~~available, ~~that~~any ~~its~~potential ~~gross~~liability ~~unrecognized~~related ~~tax~~to ~~benefits~~these ~~will~~proceedings ~~change~~is ~~within~~assessed and the ~~next~~estimates 12are ~~months~~revised, if necessary. The amounts reserved for such proceedings totaled approximately $2.8 million as of December 27, 2012. Management believes any additional liability

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense. As of December 29, 2011 and December 30, 2010, the Company had not accrued any interest or penalties associated with unrecognized tax benefits. No interest and penalties were recognized in the statements of income for the years ended December 29, 2011 and December 30, 2010.40

~~The~~Table ~~Company files income tax returns in the U.S. federal jurisdiction and certain state jurisdictions as part~~ of the REG income tax filings and files separate income tax returns in various other state jurisdictions as well. REG and the Company are no longer subject to U.S. federal income tax examinations by taxing authorities for years before 2008, and with limited exceptions, are no longer subject to state income tax examinations before 2007. However, the taxing authorities still have the ability to review the propriety of tax attributes created in closed tax years if such tax attributes are utilized in an open tax year.Contents

~~(8) Litigation~~with respect to these claims and ~~contingencies~~disputes will not be material in the aggregate to the Company's consolidated financial position, results of operations or cash flows.

~~The~~Our ~~Company~~theatres ~~and~~must ~~its~~comply ~~subsidiaries~~with ~~are~~Title ~~presently~~III ~~involved~~of inthe ~~various~~Americans ~~judicial,~~with ~~administrative,~~Disabilities ~~regulatory~~Act ~~and~~of ~~arbitration~~1990 ~~proceedings~~(the ~~concerning~~"ADA") ~~matters~~to ~~arising~~the inextent ~~the~~that ~~ordinary~~such ~~course~~properties ofare ~~business~~"public ~~operations,~~accommodations" ~~including~~and/or ~~but~~"commercial ~~not~~facilities" ~~limited~~as ~~to,~~defined ~~personal~~by ~~injury~~the ~~claims,~~ADA. ~~landlord-tenant~~Compliance ~~disputes,~~with ~~employment~~the ~~and~~ADA ~~other~~requires ~~contractual~~that ~~matters,~~public ~~some~~accommodations of"reasonably ~~which~~accommodate" ~~are~~individuals ~~described~~with ~~below.~~disabilities ~~Many~~and ofthat ~~these~~new ~~proceedings~~construction ~~are~~or atalterations ~~preliminary~~made ~~stages,~~to ~~and~~"commercial ~~many~~facilities" ofconform ~~these~~to ~~cases~~accessibility ~~seek~~guidelines anunless ~~indeterminate~~"structurally ~~amount~~impracticable" offor ~~damages. Management~~new ~~believes~~construction ~~any~~or ~~additional~~technically ~~liability~~infeasible for alterations. Non-compliance with ~~respect~~the toADA ~~these~~could ~~claims~~result ~~and~~in ~~disputes~~the ~~will~~imposition ~~not~~of beinjunctive ~~material~~relief, infines, ~~the~~awards ~~aggregate~~of damages to ~~the~~private ~~Company’s~~litigants ~~consolidated~~and ~~financial~~additional ~~position,~~capital ~~results~~expenditures ofto ~~operations,~~remedy orsuch ~~cash flows~~non-compliance.

~~With~~In ~~respect~~addition, from time to ~~certain~~time, ~~matters~~the ~~described~~Company ~~herein~~receives letters from the state officials in states where we operate theatres regarding investigation into the accessibility of theatres to persons with visual impairments or that are deaf or hard of hearing. On July 20, ~~management~~2010, the DOJ issued Advance Notice of Proposed Rulemaking concerning the provision of closed captioning and descriptive audio within the theatre environment. Significantly, this is the first time the DOJ has ~~estimated~~stated that open captioning may not be required by the ~~upper~~ADA. ~~end~~However, by so stating, the DOJ has implied that closed captioning may be required. The Company believes it provides the members of the ~~range~~visually and hearing impaired communities with reasonable access to the movie-going experience, and has announced its intention to deploy new digital captioning and descriptive video systems during 2013 that should meet all such potential requirements or expectations of ~~reasonably~~any ~~possible~~federal, ~~loss~~state or individual concerns. The Company expects the capital outlay with respect to these systems to be approximately $20.4 5 million. ~~Under~~Notwithstanding ~~ASC~~these ~~Topic~~efforts, ~~450~~the Company continues to defend claims made by private litigants that it has violated state law by not providing captioning for the deaf and hard of hearing. Regardless, ~~Contingencies—Loss~~the Company believes that it is in substantial compliance with all current applicable regulations relating to accommodations for the disabled. The Company intends to comply with future regulations in this regard and except as set forth above, does not currently anticipate that compliance will require the Company to expend substantial funds.

43(9) Capital Stock

~~Table~~Common ofand ~~Contents~~Preferred Stock

~~Contingencies,~~UATC ~~an event~~ is ~~“reasonably~~authorized ~~possible”~~to ifissue ~~“the~~1,000 ~~chance~~shares of ~~the~~its ~~future~~$1.00 ~~event~~par orvalue ~~events~~common ~~occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight.” Thus~~stock, ~~references to the upper end~~ of ~~the range of reasonably possible loss for cases in~~ which ~~the~~100 ~~Company~~shares isare ~~able~~issued toand ~~estimate~~outstanding aat ~~range~~December 27, of2012, ~~reasonably~~and ~~possible~~are ~~loss~~all ~~mean~~held ~~the~~by ~~upper end of~~ the ~~range~~Parent. At ofDecember 27, ~~loss~~2012, ~~for cases for which~~ the Company ~~believes~~has ~~the~~500,000 ~~risk~~shares of ~~loss~~preferred isstock ~~more~~authorized ~~than~~with ~~slight~~none issued.

~~Management is unable to estimate a range of reasonably possible loss for cases described below in which damages have not been specified and~~ (i10) ~~the~~ Employee ~~proceedings~~Benefits are in early stages, (ii) there is uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iii) there is uncertainty as to the outcome of pending appeals or motions, (iv) there are significant factual issues to be resolved, and/or (v) there are novel legal issues presented. However, for these cases, management does not believe, based on currently available information, that the outcomes of these proceedings will have a material adverse effect on the Company’s financial condition, though the outcomes could be material to the Company’s operating results for any particular period, depending, in part, upon the operating results for such period.Plan

~~Our~~REG ~~theatres~~sponsors ~~must~~an ~~comply~~employee ~~with~~benefit ~~Title~~plan, ~~III of~~ the ~~Americans~~Regal ~~with~~Entertainment ~~Disabilities~~Group ~~Act~~401(k) Plan ~~of 1990~~ (the ~~“ADA”~~"Plan"), tounder ~~the~~section ~~extent~~401(k) ~~that~~of ~~such~~the ~~properties~~Internal ~~are~~Revenue ~~“public~~Code ~~accommodations”~~of ~~and/or~~1986, ~~“commercial facilities”~~ as ~~defined~~amended, byfor the ~~ADA.~~benefit ~~Compliance~~of ~~with~~substantially ~~the~~all ~~ADA~~full-time ~~requires~~employees ~~that~~of ~~public~~UATC. The ~~accommodations~~Plan ~~“reasonably~~provides ~~accommodate”~~that ~~individuals~~participants ~~with~~may ~~disabilities~~contribute ~~and~~up ~~that~~to ~~new~~50% ~~construction~~of ortheir ~~alterations~~compensation, ~~made~~subject to ~~“commercial~~Internal ~~facilities”~~Revenue ~~conform~~Service tolimitations. The ~~accessibility~~Plan ~~guidelines~~currently ~~unless~~matches ~~“structurally~~an ~~impracticable”~~amount ~~for~~equal ~~new~~to ~~construction~~100% orof ~~technically~~the ~~infeasible~~first ~~for~~3% ~~alterations.~~of ~~Non-compliance with~~ the ~~ADA~~participant’s ~~could~~contributions ~~result~~and in50% of the ~~imposition~~next 2% of ~~injunctive~~the ~~relief,~~participant’s ~~fines,~~contributions. Employee ~~awards~~contributions ofare ~~damages~~invested toin ~~private~~various ~~litigants~~investment ~~and~~funds ~~additional~~based ~~capital~~upon ~~expenditures~~elections tomade ~~remedy~~by ~~such~~the ~~non-compliance~~employee.

In(11) Fair ~~addition,~~Value ~~from time to time, the Company receive letters from the state officials in states where we operate theatres regarding investigation into the accessibility~~ of ~~our~~Financial theatres to persons with visual impairments or that are deaf or hard of hearing. On July 20, 2010, the DOJ issued Advance Notice of Proposed Rulemaking concerning the provision of closed captioning and descriptive audio within the theatre environment. Significantly, this is the first time the DOJ has stated that open captioning may not be required by the ADA. However, by so stating, the DOJ has implied that closed captioning may be required. The Company believes it provides the members of the visually and hearing impaired communities with reasonable access to the movie-going experience but has announced its intention to deploy new digital captioning and descriptive video systems during 2012 and 2013 that should meet all such potential requirements or expectations of any federal, state or individual concerns. The Company expects the capital outlay with respect to these systems to be approximately $1.0 million.Instruments

The ~~Company~~methods ~~believes~~and ~~that~~assumptions itused ~~is in substantial compliance with all current applicable regulations relating~~ to ~~accommodations~~estimate ~~for~~ the ~~disabled.~~fair ~~The~~value ~~Company~~of ~~intends~~each toclass ~~comply~~of ~~with~~financial ~~future~~instrument ~~regulations in this regard and except as set forth above, we do not currently anticipate that compliance will require us to expend substantial funds. The Company’s theatre operations~~ are ~~also subject to federal, state and local laws governing such matters~~ as wages, working conditions, citizenship, health and sanitation and environmental protection requirements. The Company believes that it is in substantial compliance with all relevant laws and regulations.follows:

~~(9) Capital~~Cash ~~Stock~~ and ~~Share~~cash ~~Based~~equivalents, ~~Compensation~~accounts receivable, accounts payable and accrued liabilities:

~~Common~~The ~~and~~carrying ~~Preferred~~amounts ~~Stock~~approximate fair value because of the short maturity of these instruments.

~~UATC~~Long-Lived is authorized to issue 1,000 shares of its $1.00 par value common stock, of which 100 shares are issued and outstanding at December 29, 2011, and are all held by the Parent. At December 29, 2011, the Company has 500,000 shares of preferred stock authorized with none issued.Assets

~~Share~~As ~~Based~~further ~~Compensation~~described in Note 3—"Summary of Significant Accounting Policies," the Company regularly reviews long-lived assets (primarily property and equipment) for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. When the estimated fair value is determined to be lower than the carrying value of the asset, an impairment charge is recorded to write the asset down to its estimated fair value.

Effective December 30, 2005, Regal and the Company adopted ASC Subtopic 718-10 utilizing the modified prospective approach. Prior to the adoption of ASC Subtopic 718-10, we accounted for stock option grants in accordance with the intrinsic value method, and accordingly, recognized no compensation expense for those stock options having an exercise price equal to the market value of Regal’s Class A common stock on the date of the grant.41

44Table of Contents

~~Table~~Based ofon ~~Contents~~the Company’s analysis relative to long-lived assets, there were no impairments recorded during the years ended December 27, 2012, December 29, 2011 or December 30, 2010.

~~Under~~Long ~~the~~term ~~modified prospective approach~~obligations, ~~ASC~~excluding ~~Subtopic~~capital ~~718-10~~lease applies to awards that were outstanding on December 30, 2005 and to new awards and the modification, repurchase or cancellation of awards after December 30, 2005. Under the modified prospective approach, compensation cost recognized in the first quarter of fiscal 2006 includes share-based compensation cost for all share-based payments granted prior to, but not yet vested as of December 30, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, Accounting for Stock-Based Compensation and recognized as expense over the remaining requisite service period. Share-based compensation cost for all share-based payments granted subsequent to December 30, 2005 are based on the grant-date fair value estimated in accordance with the provisions of ASC Subtopic 718-10 and recognized as expense over the employee’s requisite service period. Prior periods were not restated to reflect the impact of adopting the new standard. In addition, the Company has elected to adopt the alternative transition method for calculating the tax effects of share-based compensation. The alternative transition method includes a simplified method to establish the beginning balance of the APIC pool related to the tax effects of employee share-based compensation, which is available to absorb tax deficiencies recognized subsequent to the adoption of ASC Subtopic 718-10.obligations:

The ~~Company~~fair ~~receives~~value ~~a tax deduction for certain stock option exercises during the period the options are exercised, generally for the excess~~ of the ~~price at which the stock is sold over the exercise price of the options. The~~ Company’s isdebt ~~required~~obligations towere ~~report~~based ~~excess~~on ~~tax~~recent ~~benefits from the award of equity instruments as~~ financing ~~cash~~transactions ~~flows. Excess tax benefits are recorded when a deduction reported~~ for ~~tax~~similar ~~return~~debt ~~purposes~~issuances ~~for~~and ~~an award of equity instruments exceeds~~ the ~~cumulative~~carrying ~~compensation~~amounts ~~cost~~approximate ~~for~~ the ~~instruments~~fair ~~recognized for financial reporting purposes~~value.

~~(10) Employee Benefits Plan~~42

~~REG~~Table ~~sponsors an employee benefit plan, the Regal Entertainment Group 401(k) Profit Sharing Plan (the “Plan”), under section 401(k)~~ of the Internal Revenue Code of 1986, as amended, for the benefit of substantially all full-time employees of UATC. The Plan provides that participants may contribute up to 50% of their compensation, subject to Internal Revenue Service limitations. The Plan currently matches an amount equal to 100% of the first 3% of the participant’s contributions and 50% of the next 2% of the participant’s contributions. Employee contributions are invested in various investment funds based upon elections made by the employee.Contents

~~(11) Fair~~Item ~~Value~~9. CHANGES ofIN ~~Financial~~AND ~~Instruments~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~The methods and assumptions used to estimate the fair value of each class of financial instrument are as follows:~~None.

~~Cash~~Item ~~and~~9A. ~~cash~~CONTROLS ~~equivalents,~~AND ~~accounts receivable, accounts payable and accrued liabilities:~~PROCEDURES

~~The~~Evaluation ~~carrying amounts approximate fair value because~~ of ~~the~~Disclosure ~~short~~Controls ~~maturity~~and ~~of these instruments.~~Procedures

~~Long~~We ~~term~~maintain ~~obligations~~disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Commission under the Securities Exchange Act of 1934 ("Exchange Act"), ~~excluding~~as ~~capital~~amended, ~~lease~~is ~~obligations:~~recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officers (whom we refer to in this periodic report as our Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 27, 2012, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 27, 2012, our disclosure controls and procedures were effective.

~~The fair value of the Company~~Management’s ~~debt~~Report ~~obligations were based~~ on ~~recent~~Internal ~~financing~~Control ~~transactions~~Over ~~for~~Financial ~~similar debt issuances and the carrying amounts approximate the fair value.~~Reporting

45Our management’s report on internal control over financial reporting is included in Part II, Item 8, of this Form 10-K, which is incorporated herein by reference.

~~Table~~Changes ofin ~~Contents~~Internal Control Over Financial Reporting

~~Item~~There 9.were ~~CHANGES~~no INchanges ~~AND~~in ~~DISAGREEMENTS~~our ~~WITH~~internal ~~ACCOUNTANTS~~control ONover ~~ACCOUNTING~~financial ~~AND~~reporting ~~FINANCIAL~~that ~~DISCLOSURE~~occurred during our fiscal quarter ended December 27, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~None.~~Limitations on the Effectiveness of Controls

~~Item~~Management 9Ais responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report. ~~CONTROLS~~The ~~AND~~consolidated ~~PROCEDURES~~financial statements have been prepared in conformity with U.S. generally accepted accounting principles and reflect management’s judgments and estimates concerning effects of events and transactions that are accounted for or disclosed. The Company’s internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

~~Evaluation~~Item of9B. OTHER ~~Disclosure Controls and Procedures~~INFORMATION

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Commission under the Securities Exchange Act of 1934 (“Exchange Act”), as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officers (whom we refer to in this periodic report as our Certifying Officers), as appropriate to allow timely decisions regarding required disclosureNone. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 29, 2011, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 29, 2011, our disclosure controls and procedures were effective.

~~Management’s Report on Internal Control Over Financial Reporting~~PART III

~~Our management’s report on internal control over financial reporting is included in Part II,~~ Item ~~8, on page 25 of this Form~~ 10-K. DIRECTORS, ~~which~~EXECUTIVE isOFFICERS ~~incorporated~~AND ~~herein~~CORPORATE ~~by reference.~~GOVERNANCE

~~Changes~~Under inthe ~~Internal~~reduced ~~Control~~disclosure ~~Over~~format ~~Financial~~permitted ~~Reporting~~by General Instruction I(2) of Form 10-K for wholly owned subsidiaries, the information otherwise required by this item has been omitted.

~~There~~Item were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 29, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting11. EXECUTIVE COMPENSATION

~~Limitations~~Under on the ~~Effectiveness~~reduced disclosure format permitted by General Instruction I(2) of ~~Controls~~Form 10-K for wholly owned subsidiaries, the information otherwise required by this item has been omitted.

~~Management~~Item ~~is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report~~12. SECURITY ~~The~~OWNERSHIP ~~consolidated~~OF ~~financial~~CERTAIN ~~statements~~BENEFICIAL ~~have~~OWNERS ~~been~~AND ~~prepared~~MANAGEMENT inAND ~~conformity~~RELATED ~~with~~STOCKHOLDER U.S. generally accepted accounting principles and reflect management’s judgments and estimates concerning effects of events and transactions that are accounted for or disclosed. The Company’s internal control over financial reporting includes those policies and procedures that pertain to the Company’s ability to record, process, summarize and report reliable financial data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.MATTERS

~~Item 9B. OTHER INFORMATION~~43

~~None.~~Table of Contents

46Under the reduced disclosure format permitted by General Instruction I(2) of Form 10-K for wholly owned subsidiaries, the information otherwise required by this item has been omitted.

~~Table~~Item of13. CERTAIN ~~Contents~~RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

~~PART~~Under the reduced disclosure format permitted by General Instruction I(2) ~~III~~of Form 10-K for wholly owned subsidiaries, the information otherwise required by this item has been omitted.

Item 1014. PRINCIPAL ~~DIRECTORS,~~ACCOUNTING ~~EXECUTIVE~~FEES ~~OFFICERS~~ AND ~~CORPORATE GOVERNANCE~~SERVICES

~~Under~~Independent ~~the~~Registered ~~reduced~~Public ~~disclosure~~Accounting ~~format permitted by General Instruction I(2) of Form 10-K for wholly owned subsidiaries, the information otherwise required by this item has been omitted.~~Firm

~~Item~~KPMG 11LLP ("KPMG") served as our independent registered public accounting firm for the fiscal years ended December 27, 2012 and December 29, 2011. For ~~EXECUTIVE~~such ~~COMPENSATION~~fiscal years, we paid fees for services from KPMG as discussed below.

~~Under~~• ~~the~~Audit ~~reduced~~Fees. ~~disclosure~~The ~~format~~aggregate ~~permitted~~fees billed for professional services rendered by ~~General~~KPMG ~~Instruction~~for ~~I(2)~~ the audit of our annual consolidated financial statements included in our Form 10-K ~~for~~and ~~wholly~~the ~~owned~~reviews ~~subsidiaries~~of the consolidated financial statements included in our Forms 10-Q were approximately $68,250 for the ~~information~~fiscal ~~otherwise~~year ~~required~~ended byDecember ~~this~~27, ~~item~~2012 ~~has~~and ~~been~~$77,000 ~~omitted~~for the fiscal year ended December 29, 2011.

~~Item~~• 12Audit-Related Fees. ~~SECURITY~~The ~~OWNERSHIP~~Company OFdid ~~CERTAIN~~not ~~BENEFICIAL~~incur ~~OWNERS~~any ~~AND~~aggregate ~~MANAGEMENT~~fees ~~AND~~for ~~RELATED~~professional ~~STOCKHOLDER~~services ~~MATTERS~~rendered by KPMG for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements for the fiscal years ended December 27, 2012 and December 29, 2011.

~~Under~~• ~~the~~Tax ~~reduced~~Fees. ~~disclosure~~The ~~format~~Company ~~permitted~~did bynot ~~General~~incur ~~Instruction~~any ~~I(2) of~~aggregate ~~Form 10-K~~fees billed for ~~wholly~~professional ~~owned~~services ~~subsidiaries~~rendered by KPMG related to federal and state tax compliance, tax advice and tax planning for the ~~information~~fiscal ~~otherwise~~years ~~required~~ended byDecember ~~this~~27, ~~item~~2012 ~~has~~and ~~been~~December ~~omitted~~29, 2011.

~~Item~~• 13All Other Fees. ~~CERTAIN~~The ~~RELATIONSHIPS~~Company ~~AND~~did ~~RELATED~~not ~~TRANSACTIONS~~incur ~~AND~~any ~~DIRECTOR~~aggregate ~~INDEPENDECE~~fees for all other services rendered by KPMG for the fiscal years ended December 27, 2012 and December 29, 2011.

~~Under~~Board ~~the reduced disclosure format permitted by General Instruction I(2)~~ of ~~Form 10~~Directors Pre-KApproval ~~for wholly owned subsidiaries, the information otherwise required by this item has been omitted.~~Policy

~~Item~~Our 14Board of Directors pre-approves all audit and permissible non-audit services provided by the independent auditors on a case-by-case basis. These ~~PRINCIPAL~~services ~~ACCOUNTING~~may ~~FEES~~include ~~AND~~audit ~~SERVICES~~services, audit related services, tax services and other services. Our Vice President and Treasurer are responsible for presenting the board with an overview of all proposed audit, audit related, tax or other non-audit services to be performed by the independent auditors. The presentation must be in sufficient detail to define clearly the services to be performed. The board does not delegate the responsibilities to pre-approve services performed by the independent auditors to management or to an individual member of the board.

~~Independent Registered Public Accounting Firm~~PART IV

~~KPMG~~Item ~~LLP (“KPMG”) served as our independent registered public accounting firm for the fiscal years ended December 29, 2011 and December 30, 2010~~15. ~~For such fiscal years~~EXHIBITS, weFINANCIAL ~~paid~~STATEMENT ~~fees for services from KPMG as discussed below.~~SCHEDULES

~~· Audit Fees.~~ (a) The ~~aggregate~~following ~~fees~~documents ~~billed~~are ~~for~~filed ~~professional~~as ~~services~~a ~~rendered~~part ~~by KPMG for the audit~~ of ~~our~~this ~~annual~~report ~~consolidated~~on ~~financial statements included in our~~ Form 10-K and the reviews of the consolidated financial statements included in our Forms 10-Q were approximately $77,000 for the fiscal year ended December 29, 2011 and $80,595 for the fiscal year ended December 30, 2010.:

~~· Audit-Related~~(1) Consolidated Fees. The Company did not incur any aggregate fees for professional services rendered by KPMG for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements ~~for~~of ~~the~~United ~~fiscal~~Artists ~~year~~Theatre ~~ended December 29~~Circuit, ~~2011 and for the fiscal year ended December~~ ~~30, 2010~~Inc.:

~~· Tax~~Management’s ~~Fees.~~Report ~~The~~on ~~Company~~Internal ~~did~~Control ~~not~~over ~~incur~~Financial any aggregate fees billed for professional services rendered by KPMG related to federal and state tax compliance, tax advice and tax planning for the fiscal year ended December 29, 2011 and for the fiscal year ended December 30, 2010.Reporting

~~· All~~Report ~~Other~~of ~~Fees.~~Independent ~~The~~Registered ~~Company~~Public ~~did~~Accounting ~~not~~Firm ~~incur~~- ~~any~~Consolidated ~~aggregate~~Financial ~~fees for all other services rendered by KPMG for the fiscal year ended December 29, 2011 and for the fiscal year ended December 30, 2010.~~Statements

~~Board~~UATC’s Consolidated Balance Sheets as of ~~Directors~~December 27, ~~Pre-Approval~~2012 ~~Policy~~and December 29, 2011

~~Our~~UATC’s ~~Board~~Consolidated Statements of ~~Directors~~Operations ~~pre-approves~~for ~~all audit and permissible non-audit services provided by~~ the ~~independent~~fiscal ~~auditors~~years onended aDecember 27, ~~case-by-case basis. These services may include audit services~~2012, ~~audit related services~~December 29, ~~tax~~2011 ~~services~~ and ~~other services. Our Vice President and Treasurer are responsible for presenting the board with an overview of all proposed audit~~December 30, ~~audit~~2010 related, tax or other non-audit services to be performed by the independent auditors. The presentation must be in sufficient detail to define clearly the services to be performed. The board does not delegate the responsibilities to pre-approve services performed by the independent auditors to management or to an individual member of the board.

4744

Table of Contents

~~PART~~UATC’s Consolidated Statements of Equity for the fiscal years ended December IV27, 2012, December 29, 2011 and December 30, 2010

~~Item~~UATC’s ~~15.~~Consolidated ~~EXHIBITS~~Statements of Cash Flows for the fiscal years ended December 27, ~~FINANCIAL~~2012, ~~STATEMENT~~December 29, ~~SCHEDULES~~2011 and December 30, 2010

~~(a) The~~Notes ~~following~~to ~~documents~~UATC’s ~~are~~Consolidated ~~filed~~Financial ~~as a part of this report on Form 10-K:~~Statements

(12) ~~Consolidated~~ ~~financial~~Financial ~~statements~~Statement Schedules have been omitted because of ~~United~~the ~~Artists~~absence ~~Theatre~~of ~~Circuit~~conditions under which they are required, ~~Inc~~ or because the information is shown elsewhere in this Form 10-K.:

~~Management’s~~(3) ~~Report~~Exhibits: A list of exhibits required to be filed as part of this report on ~~Internal~~Form ~~Control~~10-K ~~over~~is ~~Financial~~set ~~Reporting~~forth in the Exhibit Index, which follows the signature pages of this Form 10-K.

~~Report of Independent Registered Public Accounting Firm - Consolidated Financial Statements~~45

~~UATC’s~~Table ~~Consolidated Balance Sheets as~~ of ~~December 29, 2011 and December 30, 2010~~Contents

~~UATC’s Consolidated Statements of Operations for the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009~~SIGNATURES

~~UATC’s~~Pursuant ~~Consolidated~~to ~~Statements~~the requirements of ~~Equity~~Section 13 ~~and~~or ~~Comprehensive~~15(d) of ~~Income~~the ~~for~~Securities Exchange Act of 1934, the ~~fiscal~~registrant ~~years~~has ~~ended~~duly ~~December 29,~~caused ~~2011,~~this ~~December 30,~~report ~~2010~~to ~~and~~be ~~December 31~~signed on its behalf by the undersigned, ~~2009~~thereunto duly authorized.

UATC’s Consolidated Statements of Cash Flows for the fiscal years ended December 29, 2011, December 30, 2010 and December 31, 2009



	UNITED ARTISTS THEATRE CIRCUIT, INC.

	By:	/s/ AMY E. MILES
March 22, 2013		Amy E. Miles
		President

~~Notes~~Pursuant to ~~UATC’s~~the ~~Consolidated~~requirements ~~Financial~~of ~~Statements~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

(2) Financial Statement Schedules have been omitted because of the absence of conditions under which they are required, or because the information is shown elsewhere in this Form 10-K.



Signature

Filing Compare · UNITED ARTISTS THEATRE CIRCUIT INC /MD/