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

~~SECURITIES~~For ~~EXCHANGE~~the ~~ACT~~fiscal OFyear ~~1934~~ended December 26, 2013

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)

7132 Regal Lane
Knoxville, TN		37918
(Address of Principal Executive 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 ¨ 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 ¨

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 ¨

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.



Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer x		Smaller reporting company ¨
(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 2827, ~~2012~~2013, 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 2214, ~~2013~~2014 was 100 shares.

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TABLE OF CONTENTS

PART I
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	78
	Marketing and Advertising	8
	Information Technology Systems	8
	Seasonality	9
	Employees	9
	Regulation	9
Item 1A.	Risk Factors	910
Item 1B.	Unresolved Staff Comments	1112
Item 2.	Properties	1112
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	1213
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1213
	Overview and Basis of Presentation	1213
	Critical Accounting Estimates	13
	Significant Events and Fiscal 2013 Outlook	15
	Significant Events and Fiscal 2014 Outlook	15
	Results of Operations	1516
	Quarterly Results	20
	Liquidity and Capital Resources	20
	Contractual Cash Obligations and Commitments	22
	Off-Balance Sheet Arrangements	2322
	Recent Accounting Pronouncements	2322
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2322
Item 8.	Financial Statements and Supplementary Data	2322
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	43
Item 9A.	Controls and Procedures	43
Item 9B.	Other Information	43
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	44
Item 14.	Principal Accounting Fees and Services	44
PART IV
Item 15.	Exhibits, Financial Statement Schedules	44
Signatures		46

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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 2726, ~~2012~~2013, we operated ~~485~~476 screens in 5453 theatres in 17 states with over 1514 million annual attendees for the fiscal year ended December 2726, ~~2012~~2013 ("fiscal ~~2012~~2013"). 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 approximately 9.0 screens per location. Theatre operations in six states (New York, California, Mississippi, Maryland, Texas, ~~Mississippi,~~ and Florida) accounted for approximately 7273.26% and 7071.58% of our total theatres and screens, respectively, as of December 2726, ~~2012~~2013 and approximately 7980.05% of UATC’s ~~theatrical~~total revenue for fiscal ~~2012~~2013.

We 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 2726, ~~2012~~2013, weapproximately ~~operate~~45% 27of ~~theatres~~our ~~(295~~locations ~~screens)~~featured ~~which offer~~ stadium seating, ~~representing~~and approximately 6151% of our theatres had 10 or more screens.

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The Company’s fiscal year ends on the first Thursday after December 25, which in certain years (such as fiscal 2014) results in a 53-week fiscal year. For fiscal ~~2012~~2013, we reported total revenues, income from operations and net income attributable to controlling interest of $~~201~~193.56 million, $1413.69 million and $68.71 million, respectively. In addition, we generated $1417.05 million of cash flows from operating activities during fiscal ~~2012~~2013.

In connection with Regal’s acquisition of its subsidiaries, as more fully described in Note 2 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, a management agreement was executed between RCI and UATC under which RCI manages all aspects of the theatre operations of UATC and its subsidiaries and makes all business decisions on behalf of UATC. In certain markets where RCI manages UATC theatre operations, RCI also manages and operates its own theatres.

Pursuant to our 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."), which 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.

On December 26, 2013, National CineMedia sold its "Fathom Events" business to AC JV, LLC (“AC JV”), a newly-formed Delaware limited liability company owned, directly and indirectly, 32% by each of RCI, AMC Entertainment, Inc. ("AMC"), and Cinemark, Inc. ("Cinemark") and 4% by National CineMedia. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators (including REG, AMC and Cinemark) to provide additional programs to augment their feature film schedule and includes events such as live and pre-recorded concerts, opera and symphony, DVD product releases and marketing events, theatrical premieres, Broadway plays, live sporting events and other special events. In addition, on December 26, 2013, RCI amended and restated its existing exhibitor service agreement with National CineMedia in connection with the sale by National CineMedia of its Fathom Events business. AMC and Cinemark also amended and restated their respective existing exhibitor service agreements with National CineMedia in connection with the sale. The existing exhibitor service agreements were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements that were entered into on December 26, 2013 by National CineMedia and each of RCI, AMC and Cinemark, respectively. These Amended and Restated Digital Programming Exhibitor Services Agreements were then assigned by National CineMedia to AC JV as part of the sale.

INDUSTRY OVERVIEW AND TRENDS

The domestic motion 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 3 billion attendees in ~~2012~~2013. 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,~~in turn box office revenues. Consequently, Wewe expect the cyclical nature of the domestic motion picture exhibition industry to continue for the foreseeable future. However, we believe that long-term trends in motion picture attendance in the U.S. will continue to benefit the domestic motion picture exhibition industry. For example, even during the most recent recessionary period, attendance levels remained stable.

~~More~~Through ~~recently~~the years, the domestic motion picture exhibition industry has experienced increased competition from other methods of delivering ~~films~~content to consumers, including network and syndicated television, cable and satellite television services, in-home video and DVD, ~~satellite~~ and pay-per-view services such as video on demand, ~~and~~digital downloads and streaming via the Internet. Traditionally, when motion picture distributors license their films to the domestic exhibition industry, they refrain from licensing their products to other delivery channels for a period of time, commonly called the theatrical release window. Over the past several years, the average period between a film's theatrical release and its in-home video or DVD release has remained relatively stable. 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. 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.

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 enables 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 2007, Regal, along with AMC Entertainment, Inc. ("AMC") and Cinemark, Inc. ("Cinemark"), formed Digital Cinema Implementation

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~~Partners,~~consumer ~~LLC~~appeal ~~("DCIP"),~~of tothe ~~create~~out-of-home ~~a financing model and execute agreements with major~~ motion picture ~~studios for the implementation of digital cinema~~offering. ~~During~~As ~~fiscal~~a ~~2010 and fiscal 2011~~result, ~~DCIP~~we ~~executed~~continue ~~definitive~~to ~~agreements~~monitor ~~and~~the ~~related~~status ~~financing~~of ~~transactions~~the intheatrical ~~connection~~release ~~with~~window ~~the~~during ~~conversion~~our tofilm ~~digital~~licensing ~~projection~~decisions. ~~Concurrent~~Fundamentally, ~~with~~we ~~closing,~~believe ~~RCI~~that ~~entered~~movie-going ~~into~~is a ~~master~~convenient, ~~equipment~~affordable ~~lease agreement (the "Master Lease")~~ and ~~other~~attractively ~~related~~priced ~~agreements~~form ~~(collectively,~~of ~~the~~out-of-home ~~"Digital Cinema Agreements") with Kasima~~entertainment, ~~LLC~~which, aon ~~wholly~~an ~~owned~~average ~~subsidiary~~price ofper ~~DCIP. Subsequent~~patron ~~to the execution of the Digital Cinema Agreements~~basis, ~~UATC~~continues ~~distributed its existing digital projection systems with a net book value of approximately $2.7 million~~ to ~~RCI~~compare ~~(see~~favorably ~~Note 5 — "Related Party Transactions" for further discussion related~~ to ~~DCIP). As~~other out-of-home ~~December~~entertainment 27alternatives, ~~2012,~~such ~~our conversion to digital cinema was essentially complete~~ as weconcerts ~~operated~~and ~~473~~sporting ~~screens outfitted with digital projection systems, 235 of which are digital 3D capable~~events.

WeMore ~~believe~~recently, athe ~~modern~~domestic ~~megaplex~~motion ~~featuring~~picture ~~stadium~~industry ~~seating~~has islargely ~~preferred~~converted byfrom ~~patrons~~film-based ~~over~~media ato ~~sloped~~electronic-~~floor~~based ~~multiplex theatre~~media, including the ~~predominant~~distribution ~~theatre-type~~of ~~built~~feature ~~prior~~films toin ~~1996.~~a Wedigital ~~believe~~format ~~theatres~~rather ~~larger~~ than ~~the~~a ~~current~~35 10mm tofilm 18format. ~~screen~~Virtually ~~megaplex~~all ~~are~~entertainment ~~not~~content ~~able~~today tocan ~~generate~~be ~~attractive~~exhibited ~~returns~~digitally. inDigital ~~most~~projection ~~locations~~produces ~~because~~a ofconsistent state-of-the-art ~~substantial~~presentation ~~market~~for ~~suitability~~patrons ~~requirements~~as tothere ~~generate~~is ano ~~level~~degradation of ~~profitability~~image ~~similar~~over to the ~~current~~exhibition ~~megaplex~~period ~~format~~of the motion picture. We ~~also~~ believe that ~~another~~operating ~~evolution~~a ofdigital theatre ~~formats~~circuit ~~beyond~~provides ~~the~~greater ~~current~~flexibility ~~megaplex~~in isscheduling ~~unlikely~~our programming content, which has enhanced our capacity utilization, and enables us to ~~occur~~generate inincremental revenue from differentiated motion picture formats, such as digital 3D, and the ~~foreseeable~~exhibition ~~future~~of specialty content offerings through certain industry joint venture arrangements, such as AC JV and Open Road Films.

Finally, the domestic motion picture exhibition industry is in the process of experimenting with various initiatives and concepts aimed at delivering a premium movie-going experience for its customers in order to differentiate services and build brand loyalty, which we believe will provide us the opportunity for incremental revenue and cash flows. We believe the benefits associated with delivering premium movie-going experiences are significant for our industry and provide us with the opportunity for incremental revenue from premium motion picture formats such as IMAX® and our proprietary large screen format, RPX^SM. Other initiatives include broadening food and beverage offerings along with food and beverage self-serve stations, in-theatre dining and bar service, the enhancement of loyalty programs and other customer engagement initiatives such as mobile ticketing applications, internet ticketing, social media and other marketing initiatives. Finally, motion picture exhibitors have begun to offer various other customer amenities including reserved seating and luxury reclining seating. We are optimistic that these and other recent industry initiatives and trends will drive continued growth and strength for the domestic motion picture industry.

THEATRE OPERATIONS

UATC operates ~~485~~476 screens in 5453 theatres in 17 states as of December 2726, ~~2012~~2013. 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, 3D digital projection systems, digital stereo surround-sound, closed-captioning, multi-station concessions stands, computerized ticketing systems, plush stadium seating with cup holders and retractable armrests, and enhanced interiors ~~and~~featuring ~~exteriors,~~video game and ~~video~~party ~~game~~room 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~~strategically schedule movie show times to reduce staffing requirements and ~~lobby~~box office and concession line 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, e-gift cards and mobile ticketing. Generally, 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 that operating a theatre circuit consisting primarily of modern theatres enhances our ability to attract patrons and 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.

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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 2726, ~~2012~~2013:

State	Locations	Number of Screens
New York	12	100
California	9	69
Mississippi	7	56
Maryland	4	46
Texas	4	45
Florida	3	26
New Jersey	2	24
Colorado	2	24
Louisiana	2	16
Pennsylvania	2	15
Michigan	1	14
Arkansas	1	12
Virginia	1	10
Indiana	1	9
Nevada	1	8
North Carolina	1	7
Pennsylvania	1	6
Georgia	1	4
Total	5453	~~485~~476

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 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. and monitor food service. To maintain quality and consistency within our theatre circuit, district and regional managers and various contractual service partners regularly inspect each theatre and provide recurring feedback. In Weaddition, we consistently solicit feedback from our patrons through an on-line guest experience program whereby our guests rank and provide detailed comments and experiences for each of our theatres. Finally, we also ~~operate~~conduct 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~~network ~~video~~ and ~~DVD~~syndicated television, cable and satellite television services, ~~broadcast~~in-home ~~television~~video and ~~satellite,~~DVD and pay-per-view services such as video on demand, ~~and~~digital downloads and streaming 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.~~

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~~revenue~~for ~~after~~the ~~a film~~public's ~~initial~~evaluation ~~theatrical~~of ~~release~~films, ~~has~~we ~~enabled~~believe ~~major~~that ~~motion~~domestic ~~picture~~theatrical ~~studios~~distribution ~~and~~remains ~~some independent producers to increase~~ the ~~budgets~~cornerstone ~~for~~of a film's ~~production~~overall ~~and~~financial ~~advertising~~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 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 "sliding scale," "firm term" and "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 ~~2012~~2013, films shown from our ten major film distributors accounted for approximately 94% of our admissions revenues. Five of the ten major film distributors each accounted for more than 10% of fiscal ~~2012~~2013 admission revenues. No single film distributor accounted for more than 20% of fiscal ~~2012~~2013 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

WeIn addition to box office admissions revenues, we generated approximately 26.3% of our total revenues from concessions sales during fiscal ~~2012~~2013. We emphasize prominent and appealing concession stations designed for rapid and efficient service. We continually seek to increase concessions sales by actively managing concession line congestion, 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,~~We ~~pursuant~~have tohistorically ~~its~~maintained ~~management~~strong ~~agreement,~~brand relationships and management negotiates directly with these manufacturers for many of our concession items to obtain competitive prices and to ensure adequate supplies.

COMPETITION

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

•ability to secure films with favorable licensing terms;

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~~•availability of stadium seating, location, reputation and seating capacity;~~COMPETITION

~~•quality~~The motion picture exhibition industry is highly competitive. Motion picture exhibitors generally compete on the basis of ~~projection~~the ~~and~~following ~~sound~~competitive ~~systems;~~factors:

•~~appeal~~ ofability ~~our~~to ~~concession~~secure ~~products;~~films ~~and~~with favorable licensing terms;

•~~ability~~ ~~and~~availability ~~willingness~~of tostadium ~~promote~~seating, ~~the~~location, ~~films~~reputation ~~that~~and ~~are~~seating ~~showing.~~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~~network ~~video~~ and ~~DVD,~~syndicated ~~cable~~ television, ~~broadcast~~in-home ~~television~~video and ~~satellite~~DVD, cable/satellite and pay-per-view services such as video on demand, ~~and~~digital downloads and streaming via the Internet. Other technologies 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 several 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 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 2726, ~~2012~~2013, REG had nearly ~~seven~~nine 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 ~~fiscal~~ 2012, REG launched a ~~new~~ mobile ticketing application designed to give customers quick access to box office information via their Apple iPhone® or Android™ phone. The application provides customers the ability to find films, movie information, showtimes, special offers and purchase tickets for local theatres, thereby expediting the admissions process. Additionally, the application ~~will~~helps ~~help~~ customers stay up-to-date on the latest coupons and Regal Crown Club® 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

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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 tickets for local theatres, thereby expediting the 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, 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 2726, ~~2012~~2013, we employed approximately 1,~~493~~516 persons. 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.

Item 1A. RISK FACTORS

Our substantial 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 had total contractual cash obligations of approximately $154.9 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.

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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~~1A. RISK FACTORS

Our substantial lease obligations could impair our financial condition.

We have substantial lease obligations. For fiscal 2013, our total rent expense was approximately $34.9 million. As of December 26, 2013, we had total contractual cash obligations of approximately $114.2 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.

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. Certain 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.

We depend on motion picture production and performance and our relationships with film distributors.

Our ability to operate successfully depends upon the availability, diversity and commercial appeal of motion pictures, our ability to license motion pictures and the performance of such motion pictures in our markets. We license first-run motion pictures, the success of which has increasingly depended on the marketing efforts of the major motion picture studios. Poor performance of, or any disruption in the production of, these motion pictures (including by reason of a strike or lack of adequate financing), or a reduction in the marketing efforts of the major motion picture studios, could hurt our business and results of operations. In addition, a change in the type and breadth of movies offered by motion picture studios may adversely affect the demographic base of moviegoers.

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 exhibitors, including us, on a film-by-film and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for our licenses on a film-by-film and theatre-by-theatre basis. In addition, the film distribution business is highly concentrated, with ten major film distributors accounting for approximately 94% of our admissions revenues during fiscal ~~2012~~2013. Our business depends on maintaining good relations 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 our ability to negotiate film licenses on favorable terms or our ability to obtain commercially successful films and, therefore, could hurt 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 compete with other movie delivery vehicles, including ~~cable~~network and syndicated television, ~~downloads~~cable ~~via~~and ~~the~~satellite ~~Internet~~television services, in-home video and DVD, ~~satellite~~ and pay-per-view services such as video on demand, digital downloads and streaming via the Internet. 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 average theatrical release window has decreased from approximately six months to ~~three~~approximately to four months over the last decade. Further, some 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.

Our theatres operate in a competitive environment.

The motion picture exhibition industry is fragmented and highly competitive with no significant barriers to entry. Theatres operated by national and regional circuits and by small independent exhibitors compete with our theatres, particularly with respect to film licensing, attracting patrons and developing new theatre sites. Moviegoers are generally not brand conscious and usually choose a theatre based on its location, the films showing there and its amenities.

Generally, 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.

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with respect to film licensing, attracting patrons and developing new theatre sites. Moviegoers are generally not brand conscious and usually choose a theatre based on its location, the films showing there and its amenities.

Generally, 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 26, 2013, approximately 45% of our locations featured 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.

Economic, political and social conditions could materially affect our business by reducing consumer spending on movie attendance or could have an impact on our business and financial condition in ways that we currently cannot 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 operations. 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.

Theatre attendance may also be affected by political events, such as terrorist attacks on, or wars or threatened wars involving, the United States, health related epidemics and random acts of violence, any one of which could cause people to avoid our theatres or other public places where large crowds are in attendance. In addition, due to our concentration in certain markets, natural disasters such as hurricanes, earthquakes and severe storms in those markets could adversely affect our overall results of operations.

In addition, our ability to access capital markets may be restricted at times when the implementation of our business strategy may require us to do so, which could have an impact on our flexibility to react to changing economic and business conditions.

All of these factors could adversely affect our financial condition and results of operations.

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

The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers, cyber terrorists, employee error or misconduct, viruses, 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 unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.

We depend on our senior management.

Our success depends upon the retention of our senior management, including Amy Miles, our President. We cannot assure you that we would be able to find qualified replacements for the individuals who make up our senior management if their services were no longer available. The loss of services of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations. The loss of any member of senior management could adversely affect our ability to effectively pursue our business strategy.

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We are subject to substantial government regulation, which could entail significant cost.

We are subject to various federal, state and local laws, regulations and administrative practices affecting our business, and we must comply with provisions regulating health and sanitation standards, equal employment, environmental, and licensing for the sale of food and, in some theatres, alcoholic beverages. Changes in existing laws or implementation of new laws, regulations and practices could have a significant impact on our business. A significant portion of our theatre level employees are part time workers who are paid at or near the applicable minimum wage in the theatre's jurisdiction. Increases in the minimum wage and implementation of reforms requiring the provision of additional benefits will increase our labor costs.

Our theatres must comply with 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.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

AsThe majority of ~~December 27,~~our ~~2012,~~leased wetheatres ~~operated~~are 53subject ofto ~~our~~lease ~~theatres~~agreements ~~pursuant~~with original terms of 15 to ~~lease~~20 ~~agreements~~years or more and, ~~owned~~in ~~the~~most ~~land~~cases, ~~and~~renewal ~~building~~options for ~~one~~up ~~theatre. For~~to aan ~~list~~additional of10 ~~the~~to ~~states~~20 inyears. ~~which~~These weleases ~~operated~~provide ~~theatres~~for minimum annual rentals and the ~~number~~renewal ofoptions ~~theatres~~generally ~~and~~provide ~~screens~~for ~~operated~~rent inincreases. ~~each~~Some ~~such~~leases ~~state~~require, asunder ofspecified ~~December 27~~conditions, ~~2012,~~further ~~please~~rental ~~see~~payments based on a percentage of revenues above specified amounts. A significant majority of the ~~chart~~leases ~~under~~are ~~Part I~~net leases, ~~Item~~ 1which ofrequire ~~this~~us ~~Form 10-K~~to ~~under~~pay the ~~caption~~cost ~~"Business—Theatre~~of ~~Operations~~insurance," ~~which~~taxes isand ~~incorporated~~a ~~herein~~portion byof ~~reference~~the lessor’s operating costs.

~~The~~As ~~majority~~of December 26, 2013, we operated 52 of our ~~leased~~ theatres ~~are~~pursuant ~~subject~~ to lease agreements ~~with~~and ~~original~~owned ~~terms~~the land and building for one theatre. For a list of 15the tostates 20in ~~years~~which orwe ~~more~~operated theatres and, the number of theatres and screens operated in ~~most~~each ~~cases~~such state as of December 26, ~~renewal~~2013, ~~options~~please ~~for~~see upthe tochart anunder ~~additional~~Part I, Item 1 of this Form 10-K tounder 20the ~~years~~caption "Business—Theatre Operations," which is incorporated herein by reference. Of ~~These~~the ~~leases~~53 ~~provide~~owned ~~for~~and ~~minimum~~leased ~~annual~~theatres, ~~rentals~~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.

11UATC 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. During the year ended December 26, 2013, the lease was subsequently extended through 2016.

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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.

Of 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.

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 3. LEGAL PROCEEDINGS

Pursuant to 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.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of March 2214, ~~2013~~2014, 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.

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Item 6. SELECTED FINANCIAL DATA

Under 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.

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

This discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of UATC for the fiscal years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011. 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.

Overview and Basis of Presentation

As of December 2726, ~~2012~~2013, we operate ~~485~~476 screens in 5453 theatres in 17 states with over 1514 million annual attendees during fiscal ~~2012~~2013. The theatres we operate are managed by RCI, a wholly owned subsidiary of Regal, pursuant to a management arrangement described below. We primarily operate multi-screen theatres and have an average of approximately 9.0 screens per location. Theatre operations in six states (New York, California, Mississippi, Maryland, Texas, ~~Mississippi,~~ and Florida) accounted for approximately 7273.26% and 7071.58% of our total theatres and screens, respectively, as of December 2726, ~~2012~~2013 and approximately 7980.05% of UATC’s ~~theatrical~~total revenue for fiscal ~~2012~~2013. The Company manages its business under one reportable segment: theatre exhibition operations.

United Artists became a wholly owned subsidiary of REH through a series of transactions in 2002. REH is a wholly owned subsidiary of Regal who acquired Regal Cinemas, United Artists and 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 RCI. As a result, United Artists and its subsidiaries became subsidiaries of RCI.

12We 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 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 maximize our margins by negotiating volume discounts. Other operating expenses consist primarily of theatre labor and occupancy costs.

~~Table~~The Company's revenues are usually seasonal, coinciding with the timing of ~~Contents~~releases of motion pictures by the major distributors. Generally, motion picture studios release the most marketable motion pictures during the summer and holiday seasons. The emergence or continuance of a "hit" film during other periods can alter the traditional pattern. The timing of movie releases can have a significant effect on the Company's results of operations, and the results of one fiscal quarter are not necessarily indicative of the results for the next 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. The Company does not believe that inflation has had a material impact on its financial position or results of operations.

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 RCI. As a result, United Artists and its subsidiaries became subsidiaries of RCI.

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 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.

The Company's 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 holiday seasons. The unexpected emergence or continuance of a "hit" film during other periods can alter the traditional pattern. The timing of movie releases can have a significant effect on the Company's results of operations, and the results of one fiscal quarter are not necessarily indicative of the results for the next 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. The Company does not believe that inflation has had a material impact on its financial position or results of operations.

For a summary of industry trends as well as other risks and uncertainties relevant to the Company, see "Business—Industry Overview and Trends" and "Risk Factors."

Critical Accounting Estimates

Our 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.

We believe the following accounting policies are critical to our business operations and the understanding of our results of operations and affect the more significant judgments and estimates used in the preparation of our consolidated financial statements:

• 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.

• We estimate 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

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~~film~~Estimates ~~play,~~and ~~but~~assumptions isare ~~typically~~based ~~"settled"~~on ~~within~~historical ~~two~~and toother ~~three~~factors ~~months~~believed ofto abe ~~particular~~reasonable ~~film's~~under ~~opening~~the ~~release~~circumstances. ~~Upon~~The ~~settlement~~results ~~with~~of ~~our~~these ~~film~~estimates ~~distributors,~~may ~~film~~form ~~cost~~the ~~expense~~basis ~~and~~of the ~~related~~carrying ~~film~~value ~~cost~~of ~~payable~~certain ~~are~~assets ~~adjusted~~and toliabilities. ~~the~~Actual ~~final~~results, ~~film~~under ~~settlement.~~conditions ~~The~~and ~~ultimate~~circumstances ~~revenues~~different offrom athose ~~film~~assumed, ~~can~~may bediffer ~~estimated~~materially ~~reasonably~~from ~~accurately~~estimates. ~~within~~The aimpact ~~few~~and ~~weeks~~any ~~after~~associated ~~the~~risks ~~film~~related isto ~~released~~estimates, ~~based~~assumptions, onand ~~the~~accounting ~~film's~~policies ~~initial~~are ~~box~~discussed ~~office~~elsewhere ~~receipts.~~within As"Management’s aDiscussion ~~result,~~and ~~there~~Analysis ~~are~~of ~~typically~~Financial ~~insignificant~~Condition ~~variances~~and ~~between~~Results ~~our estimates~~ of ~~film~~Operations," ~~cost~~as ~~expense~~well ~~and~~as in the ~~final~~notes ~~film~~to ~~cost~~the ~~payable~~consolidated financial statements, ~~because~~if weapplicable, ~~make~~where such estimates, ~~based~~assumptions, onand ~~each~~accounting ~~film's~~policies ~~box~~affect ~~office~~our ~~receipts~~reported ~~through~~and ~~the~~expected ~~end~~results. ofManagement ~~the~~has ~~reporting~~discussed ~~period. For~~ the ~~fiscal~~development ~~years~~and ~~ended~~selection ~~December~~of ~~27,~~its ~~2012,~~critical ~~December~~accounting ~~29,~~estimates ~~2011~~with ~~and~~the ~~December~~audit ~~30,~~committee ~~2010,~~of ~~there~~our ~~were~~board noof ~~significant~~directors ~~changes~~and inthe ~~our~~audit ~~film~~committee ~~cost~~has ~~estimation~~reviewed ~~and~~our ~~settlement~~related ~~procedures~~disclosures herein.

• We ~~depreciate~~believe ~~and amortize~~ the ~~components~~following ofaccounting ~~our~~policies ~~property~~are ~~and~~critical ~~equipment relating~~ to both owned and leased theatres on a straight-line basis over the shorter of the lease term or the estimated useful lives of the assets. Each owned theatre consists of a building structure, structural improvements, seating and concession and film display equipment. While we have assigned an estimated useful life of less than 30 years to certain acquired facilities, we estimate that our ~~newly~~business ~~constructed~~operations buildings generally have an average economic useful life of 30 years. Certain of our buildings have been in existence for more than 40 years. With respect to equipment (e.g., concession stand, point-of-sale equipment, etc.), a substantial portion is depreciated over seven years or less, which has been our historical replacement period. Seats and ~~digital~~the ~~projection~~understanding ~~equipment generally have a longer useful economic life, and their depreciable lives (12-17.5 years) are based on our experience and replacement practices. The estimates~~ of ~~the assets' useful lives require~~ our ~~judgment~~results ~~and our knowledge~~ of ~~the~~operations ~~assets being depreciated~~ and ~~amortized.~~affect ~~Further, we review~~ the ~~economic~~more ~~useful~~significant ~~lives~~judgments ~~of such assets annually~~ and ~~make~~estimates ~~adjustments~~used ~~thereto~~in ~~as necessary. To~~ the ~~extent~~preparation ~~we determine that certain~~ of our ~~assets~~consolidated ~~have~~financial become obsolescent, we accelerate depreciation over the remaining useful lives of the assets. For example, in connection with our deployment of leased digital projection systems to theatres across our circuit, the Company accelerated depreciation of its owned 35mm film projection equipment that was replaced with leased digital projection systems, with such depreciation occurring over the expected deployment schedule since the Company disposed of such equipment prior to the 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 35mm film projection equipment. Actual economic lives may differ materially from these estimates.statements:

•

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 2013, fiscal 2012 and fiscal 2011, 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.

•

We estimate 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 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 26, 2013, December 27, 2012 and December 29, 2011, there were no significant changes in our film cost estimation and settlement procedures.

•

We depreciate and amortize the components of our property and equipment relating to both owned and leased theatres on a straight-line basis over the shorter of the lease term or the estimated useful lives of the assets. Each owned theatre consists of a building structure, structural improvements, seating and concession and film display equipment. While we have assigned an estimated useful life of less than 30 years to certain acquired facilities, we estimate that our newly constructed buildings generally have an average economic useful life of 30 years. Certain of our buildings have been in existence for more than 40 years. With respect to equipment (e.g., concession stand, point-of-sale equipment, etc.), a substantial portion is depreciated over seven years or less, which has been our historical replacement period. Seats and digital projection equipment generally have a longer useful economic life, and their depreciable lives (12-17.5 years) are based on our experience and replacement practices. The estimates of the assets' useful lives require our judgment and our knowledge of the assets being depreciated and amortized. Further, we review the economic useful lives of such assets annually and make adjustments thereto as necessary. To the extent we determine that certain of our assets have become obsolete, we accelerate depreciation over the remaining useful lives of the assets. Actual economic lives may differ materially from these estimates.

Historical appraisals of our properties have supported the estimated lives being used for depreciation and amortization purposes. Furthermore, our analysis of our historical capital replacement program is consistent with our depreciation policies. Finally, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Such analysis generally evaluates assets for impairment on an individual 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.

For the fiscal years ended December 27, 2012, December 29, 2011 and 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, 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%.

• 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, as well as 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. 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.

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AFor ~~decrease~~the infiscal years ended December 26, 2013, December 27, 2012 and December 29, 2011, no significant changes have been made to the ~~valuation~~depreciation ~~allowance~~and ~~generally~~amortization ~~results~~rates inapplied ato ~~decrease~~operating assets, the underlying assumptions related to estimates of depreciation and amortization, or the ~~provision~~methodology ~~for~~applied. ~~income~~For ~~taxes~~the ~~recorded~~fiscal inyear ~~such~~ended ~~period~~December 26, 2013, consolidated depreciation and amortization expense was $6.9 million, representing 3.6% 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 $0.4 million or 6.1%. 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 $0.5 million or 6.9%.

•

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, as well as 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. 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. A decrease in the valuation allowance generally results in a decrease to the provision for income taxes recorded in such period.

Additionally, income tax rules and regulations are subject to interpretation, require judgment by us and may be challenged by the taxing authorities. As described further in Note 7 to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, the Company applies the provisions of ASC Subtopic 740-10, Income Taxes—Overview. Although we believe that our tax return positions are fully supportable, in accordance with ASC Subtopic 740-10, we recognize a tax benefit only for tax positions that we determine will more likely than not be sustained 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 our process for determining our provision for income taxes. Among other items deemed relevant by us, the evaluations are based on new legislation, other new technical guidance, judicial proceedings and our specific circumstances, including the progress of tax audits. Any change in the determination of the amount of tax benefit recognized relative to an uncertain tax position impacts the provision for income taxes in the period that such determination is made.

For fiscal ~~2012~~2013, our provision for income taxes was $75.87 million. Changes in management’s estimates and assumptions regarding the probability that certain tax return positions will be sustained, the enacted tax rate applied to deferred tax assets and liabilities, the ability to realize the value of deferred tax assets, or the timing of the reversal of tax basis differences could impact the provision for income taxes and change the effective tax rate. A one percentage point change in the effective tax rate from 5341.40% to 5442.40% would have increased the current year income tax provision by approximately $0.1 million.

Significant Events and Fiscal ~~2013~~2014 Outlook

We are optimistic regarding the breadth of the ~~2013~~2014 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~~2014 appears to be another year of high-profile releases such as A300: ~~Good~~Rise ~~Day~~of toan ~~Die Hard~~Empire, OzMr. ~~The~~Peabody ~~Great~~& ~~and Powerful~~Sherman, ~~The Croods~~Divergent, ~~G.I.~~Captain ~~Joe~~America: ~~Retaliation, Oblivion, Iron Man 3,~~ The ~~Great~~Winter ~~Gatsby~~Soldier, ~~Star~~Rio ~~Trek Into Darkness~~2, ~~Fast~~The &Amazing ~~Furious~~Spider-Man 62, ~~After Earth~~Godzilla, ~~Man~~X-Men: Days of ~~Steel~~Future Past, ~~Monsters University~~Maleficent, ~~World~~22 ~~War~~Jump ZStreet, ~~The~~How ~~Heat,~~to ~~Despicable~~Train MeYour Dragon 2, ~~Pacific~~Transformers: ~~Rim,~~Age ~~The~~of ~~Wolverine~~Extinction, ~~300:~~Dawn ~~Rise~~ of anPlanet ~~Empire,~~of ~~Ender's~~the ~~Game~~Apes, ~~Thor:~~Guardians ~~The~~of ~~Dark~~the ~~World~~Galaxy, Interstellar, The Hunger Games: ~~Catching~~Mockingjay, ~~Fire~~Part 1, The Hobbit: ~~The~~There ~~Desolation~~And ofBack ~~Smaug~~Again and ~~Anchorman:~~Night ~~The~~at ~~Legend~~the ~~Continues~~Museum 3.

We believe the installation of premium screens ~~allow~~allows us to offer our patrons all-digital large format experiences that generate incremental revenue and cash flows for the Company. As of December 2726, ~~2012~~2013, we operated a total of ~~235~~232 digital 3D capable projection systems (approximately 48% of our total screens). We are pleased with the benefits of our premium screen formats 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.

With respect to capital expenditures, subject to the timing of certain construction projects, we expect capital expenditures (net of proceeds from asset sales) to be in the range of $4.0 million to $8.0 million for fiscal 2013, consisting of the expansion of existing theatre facilities, equipment upgrades and replacements.

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.

Results of Operations

Based on our review of 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.

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~~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 ~~included~~expenditures in(net ~~our~~of ~~consolidated~~proceeds ~~statements~~from ofasset ~~operations~~sales) ~~for~~to ~~the~~be ~~fiscal~~in ~~years~~the ~~ended~~range ~~December~~of $4.0 ~~27,~~million ~~2012~~to ~~("Fiscal~~$8.0 million ~~2012~~for ~~Period"),~~fiscal ~~December 29~~2014, ~~2011~~consisting ~~("Fiscal~~of ~~2011~~the ~~Period")~~expansion ~~and~~of ~~December 30~~existing theatre facilities, ~~2010~~equipment ~~("Fiscal~~upgrades ~~2010~~and ~~Period"):~~replacements.

	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	%

Overall for the fiscal 2014 year, we expect to benefit from the impact of a 53-week fiscal year and modest increases in ticket prices and average concessions per patron. In addition, we expect fiscal 2014 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.

Results of Operations

Based on our review of industry sources, North American box office revenues for the time period that corresponds to UATC's fiscal 2013 were estimated to have increased by approximately one to two percent in comparison to the period of time that corresponds to fiscal 2012. The industry's box office results for 2013 were positively impacted by strong attendance from the breadth and commercial success of the overall film slate during 2013.

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 26, 2013 ("Fiscal 2013 Period"), December 27, 2012 ("Fiscal 2012 Period") and December 29, 2011 ("Fiscal 2011 Period"):



	Fiscal 2013 Period		Fiscal 2012 Period		Fiscal 2011 Period
Revenues:
Admissions	69.4	%	69.7	%	70.2	%
Concessions	26.3		26.3		26.4
Other operating revenues	4.3		4.0		3.4
Total revenues	100.0		100.0		100.0
Operating expenses:
Film rental and advertising costs	35.6		35.1		35.5
Cost of concessions	3.5		3.5		3.5
Other theatre operating expenses	38.7		38.0		40.9
Sale and leaseback rentals	7.8		7.5		7.5
General and administrative expenses	3.0		3.0		3.0
Depreciation and amortization	3.6		4.0		4.6
Net loss (gain) on disposal and impairment of operating assets and other	0.7		1.6		—
Total operating expenses	92.9		92.7		95.0
Income from operations	7.1	%	7.3	%	5.0	%

Revenues

The following table summarizes revenues and revenue-related data for the Fiscal ~~2012~~2013 Period, the Fiscal ~~2011~~2012 Period and the Fiscal ~~2010~~2011 Period (in millions, except averages):

	Fiscal 2012 Period		Fiscal 2011 Period		Fiscal 2010 Period
	Fiscal 2013 Period		Fiscal 2012 Period		Fiscal 2011 Period
Admissions	$	~~140~~134.4	$	~~141~~140.24	$	~~149~~141.02
Concessions	5350.09		53.10		5553.01
Other operating revenues	8.13		68.91		6.79
Total revenues	$	~~201~~193.56	$	201.25	$	~~210~~201.72
Attendance	1514.6		1615.26		1716.2
Average ticket price (1)	$	9.0021	$	89.7200	$	8.6672
Average concessions per patron (2)	$	3.4049	$	3.2840	$	3.2028

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_____________________________________________________________

(1) Calculated as admissions revenue/attendance.

(2) Calculated as concessions revenue/attendance.

Admissions

During the Fiscal ~~2012~~2013 Period, total admissions revenues decreased $06.80 million, or 04.63%, to $~~140~~134.4 million, from $~~141~~140.24 million in the Fiscal ~~2011~~2012 Period. A 36.74% decline in attendance (approximately $9.0 million of total admissions revenue), partially offset by a 3.2.3% increase in average ticket prices (approximately $3.0 million of total admissions revenue), led to the decrease in the Fiscal ~~2012~~2013 Period admissions revenues. The Fiscal ~~2012~~2013 Period decrease in attendance was primarily attributable to ~~the~~difficult ~~closure~~comparisons ofwith 42the ~~underperforming~~strong ~~screens~~attendance ~~during~~experienced in the Fiscal 2012 Period ~~and~~from ~~continued~~such ~~aging~~pictures ofas ~~our~~The ~~theatres~~Avengers, ~~(approximately~~The ~~39%~~Dark ofKnight ~~our~~Rises ~~screens~~and ~~are~~The ~~located~~Hunger inGames ~~older,~~and ~~sloped floor multiplexes), partially offset by~~ the ~~commercial~~closure ~~appeal to our patrons~~ of ~~certain~~9 ~~films~~underperforming ~~exhibited~~screens ~~in our theatres~~ during the Fiscal ~~2012~~2013 Period, ~~including~~partially ~~The~~offset ~~Avengers,~~by ~~The~~the ~~Dark~~the ~~Knight~~breadth ~~Rises~~ and ~~The~~commercial ~~Hunger~~appeal ~~Games,~~of ~~as compared to~~ the ~~films~~overall ~~exhibited~~film slate during the Fiscal ~~2011~~2013 Period. The primary driver of the increase in our Fiscal ~~2012~~2013 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).

During the Fiscal ~~2011~~2012 Period, total admissions revenues decreased $70.8 million, or 50.26%, to $~~141~~140.2 4 million, from $~~149~~141.02 million in the Fiscal ~~2010~~2011 Period. A 53.87% decline in attendance (approximately $5.2 million of total admissions revenue), partially offset by a 03.72% increase in average ticket prices (approximately $4.4 million of total admissions revenue), led to the decrease in the Fiscal ~~2011~~2012 Period admissions revenues. The Fiscal ~~2011~~2012 Period ~~decline~~decrease in attendance was primarily attributable to the closure of 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).

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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).

Concessions

Total concessions revenues decreased $02.1 million, or 04.20%, to $5350.09 million in the Fiscal ~~2012~~2013 Period, from $53.10 million in the Fiscal ~~2011~~2012 Period. Average concessions revenues per patron during the Fiscal ~~2012~~2013 Period increased 32.76%, to $3.4049, from $3.2840 for the Fiscal ~~2011~~2012 Period. The decrease in total concessions revenues during the Fiscal ~~2012~~2013 Period was attributable to the aforementioned 6.4% decline in attendance (approximately $3.4 million of total concessions revenues) during the period, partially offset by ana 2.6% increase in average concessions revenues per patron (approximately $1.3 million of total concessions revenues). The increase in average concessions revenues per patron for the Fiscal ~~2012~~2013 Period was primarily a result of an increase in popcorn and beverage sales volume during the Fiscal ~~2012~~2013 Period, and to a lesser extent, selective price increases and the positive impact of an expanded variety of food items offered in certain of our theatres during the Fiscal ~~2012~~2013 Period.

Total concessions revenues decreased $10.9 1 million, or 30.52%, to $53.1 0 million in the Fiscal ~~2011~~2012 Period, from $5553.0 1 million in the Fiscal ~~2010~~2011 Period. Average concessions revenues per patron during the Fiscal ~~2011~~2012 Period increased 23.57%, to $3.2840, from $3.2028 for the Fiscal ~~2010~~2011 Period. The decrease in total concessions revenues during the Fiscal ~~2011~~2012 Period was attributable to the aforementioned ~~decrease~~decline in attendance during the period (approximately $2.0 million of total concessions revenues), partially offset by ~~the~~an increase in average concessions revenues per patron (approximately $1.9 million of total concessions revenues). The increase in average concessions revenues per patron for the Fiscal ~~2011~~2012 Period was primarily a result of ~~increases~~an increase in popcorn and beverage sales volume during the Fiscal ~~2011~~2012 Period, and ~~selective~~to ~~price~~a ~~increases~~lesser ~~effected~~extent, ~~subsequent~~the topositive ~~the~~impact ~~end~~of an expanded variety of food items offered in certain of our theatres during the Fiscal ~~2010~~2012 Period.

Other Operating Revenues

Other operating revenues increased $10.2 million, or 172.45%, to $8.13 million for the Fiscal ~~2012~~2013 Period, from $68.91 million for the Fiscal ~~2011~~2012 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 and other theatre revenues. The increase in other operating revenues during the Fiscal ~~2012~~2013 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 3.0%, 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.

Operating Expenses

The following table summarizes certain operating expenses for the Fiscal 2012 Period, the Fiscal 2011 Period and the Fiscal 2010 Period (dollars in millions):

	Fiscal 2012 Period		Fiscal 2011 Period		Fiscal 2010 Period
	$	% ofRevenues	$	% 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

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Other operating revenues increased $1.2 million, 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 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 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 (approximately $0.6 million) and increases in other theatre revenues (approximately $0.5 million).

Operating Expenses

The following table summarizes certain operating expenses for the Fiscal 2013 Period, the Fiscal 2012 Period and the Fiscal 2011 Period (dollars in millions):



	Fiscal 2013 Period		Fiscal 2012 Period		Fiscal 2011 Period
	$	% of Revenues	$	% of Revenues	$	% of Revenues
Film rental and advertising costs (1)	68.9	51.3	70.8	50.4	71.4	50.6
Cost of concessions (2)	6.7	13.2	7.0	13.2	7.1	13.4
Other theatre operating expenses (3)	74.9	38.7	76.6	38.0	82.3	40.9
Sale and leaseback rentals (3)	15.1	7.8	15.1	7.5	15.1	7.5
General and administrative expenses (3)	5.9	3.0	6.1	3.0	6.1	3.0

_________________________________________________________________________________

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

(2) Percentage of revenues calculated as a percentage of concessions revenues.

(3) Percentage of revenues calculated as a percentage of total revenues.

Film Rental and Advertising Costs

Film rental and advertising costs as a percentage of admissions revenues increased to 51.3% during the Fiscal 2013 Period from 50.4% in the Fiscal 2012 Period. The increase in film rental and advertising costs as a percentage of admissions revenues during the Fiscal 2013 Period was primarily attributable to the allocation of films exhibited during the Fiscal 2013 Period compared to the Fiscal 2012 Period.

Film rental and advertising costs as a percentage of admissions revenues declined slightly to 50.4% during the Fiscal 2012 Period from 50.6% in the Fiscal 2011 Period. The decrease in film rental and advertising costs as a percentage of admissions revenues during the Fiscal 2012 Period was primarily attributable to the allocation of films exhibited during the Fiscal 2012 Period compared to the Fiscal 2011 Period.

Film rental and advertising costs as a percentage of admissions revenues declined slightly to 50.6% during the Fiscal 2011 Period from 50.8% in the Fiscal 2010 Period. The decrease in film rental and advertising costs as a percentage of admissions revenues during the Fiscal 2011 Period was primarily attributable to higher film costs associated with the success of Avatar during the Fiscal 2010 Period.

Cost of Concessions

For the Fiscal 2013 Period, cost of concessions decreased $0.3 million, or 4.3% to $6.7 million as compared to $7.0 million during the Fiscal 2012 Period. Cost of concessions as a percentage of concession revenues for the Fiscal 2013 Period was approximately 13.2% and was consistent with that of the Fiscal 2012 Period.

For the Fiscal 2012 Period, cost of concessions decreased $0.1 million, or 1.4% to $7.0 million as compared to $7.1 million during the Fiscal 2011 Period. Cost of concessions as a percentage of concession revenues for the Fiscal 2012 Period was approximately 13.2%, compared to 13.4% for the Fiscal 2011 Period. The decrease in cost of concessions as a percentage of concessions revenues during the Fiscal 2012 Period was primarily related to an increase in the amount of vendor marketing revenue recorded as a reduction of cost of concessions during the Fiscal 2012 Period, partially offset by slightly higher raw material costs for certain items.

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 beverage sales volume and selective price increases effected subsequent to the end of the Fiscal 2010 Period.

Other Theatre Operating Expenses

Other theatre operating expenses decreased $1.7 million, or 2.2%, to $74.9 million in the Fiscal 2013 Period, from $76.6 million in the Fiscal 2012 Period. The decrease in other theatre operating expenses during the Fiscal 2013 Period as compared to the Fiscal 2012 Period was primarily attributable to reductions in theatre level payroll (approximately $0.8 million), certain non-rent occupancy costs (approximately $0.4 million), and utility expenses ($0.3 million), resulting from the closure of 9 underperforming screens during the Fiscal 2013 Period.

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Other theatre operating expenses decreased $5.7 million, or 6.9%, to $76.6 million in the Fiscal 2012 Period, from $82.3 million in the Fiscal 2011 Period. The decrease in other theatre operating expenses during the Fiscal 2012 Period as compared to the Fiscal 2011 Period was primarily attributable to reductions in theatre level payroll and certain non-rent occupancy costs resulting from the closure of 42 underperforming screens during the Fiscal 2012 Period and decreased costs associated with lower 3D film revenues.

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 lower contingent rent.

Sale and Leaseback Rentals

Sale and leaseback expenses of $15.1 million for the Fiscal ~~2012~~2013 Period were consistent with that of the Fiscal ~~2011~~2012 Period and the Fiscal ~~2010~~2011 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.

General and Administrative Expenses

During the Fiscal ~~2012~~2013 Period, general and administrative expenses ofdecreased $60.12 million, ~~were~~or ~~consistent~~3.3%, ~~with~~to ~~that~~$5.9 ofmillion, from $6.1 million in the Fiscal ~~2011~~2012 Period. AsIncluded ain ~~percentage of total revenues,~~ general and administrative expenses ~~remained~~are ~~consistent,~~management atfees ~~3.0%,~~associated ~~during~~with the ~~Fiscal~~management ~~2012~~agreement ~~Period~~between RCI and UATC under which RCI manages the ~~Fiscal~~theatre ~~2011~~operations ~~Period~~of UATC. ~~Included~~The decrease in general and administrative expenses ~~are~~during ~~management~~the ~~fees~~Fiscal ~~associated~~2013 ~~with~~Period was due to the decrease in management ~~agreement~~fee ~~between~~costs ~~RCI~~incurred ~~and~~resulting ~~UATC~~from ~~under~~the ~~which~~decline ~~RCI~~in ~~manages~~total revenues during the ~~theatre~~Fiscal ~~operations~~2013 period. As a percentage of ~~UATC~~total revenues, general and administrative expenses remained consistent, at 3. 0%, during the Fiscal 2013 Period and the Fiscal 2012 Period.

18During the Fiscal 2012 Period, general and administrative expenses of $6.1 million were consistent with that of the Fiscal 2011 Period. As a percentage of total revenues, general and administrative expenses remained consistent, at 3.0%, during the Fiscal 2012 Period and the Fiscal 2011 Period.

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During the Fiscal 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. 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.

Depreciation and Amortization

During the Fiscal 2013 Period, depreciation and amortization expense decreased $1.2 million, or 14.8%, to $6.9 million, from $8.1 million in the Fiscal 2012 Period. The decrease in depreciation and amortization expense during the Fiscal 2013 Period as compared to the Fiscal 2012 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 a decrease in capital expenditures during the Fiscal 2013 Period.

During the Fiscal 2012 Period, depreciation and amortization expense decreased $1.2 million, or 12.9%, to $8.1 million, from $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.

~~During~~Net ~~the~~loss ~~Fiscal~~(gain) ~~2011~~on ~~Period,~~disposal ~~depreciation~~ and ~~amortization~~impairment 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 during the Fiscal 2011 Period as compared to the Fiscal 2010 Period was primarily due to a reduction in depreciation related to the replacement of ~~owned~~operating ~~35mm~~assets ~~film projectors with leased digital projection systems~~ and ~~a greater number of fully depreciated fixed assets during the Fiscal 2011 Period as compared to the Fiscal 2010 Period.~~other

Net loss (gain) on disposal and impairment of operating assets and other decreased $1.9 million, to $1.3 million during the Fiscal 2013 Period, from $3.2 million in the Fiscal 2012 Period. Net loss (gain) on disposal and impairment of operating assets and other for the Fiscal 2013 Period was primarily impacted by impairment charges of $0.8 million incurred during the period.

Net loss (gain) on disposal and impairment of operating assets and other increased $3.3 million, 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 and impairment 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 loss (gain) on disposal of operating assets and other decreased $1.6 million, or 106.7%, to a $0.1 million gain during the Fiscal 2011 Period, from a $1.5 million loss in the Fiscal 2010 Period. The decrease in net loss (gain) on disposal of operating assets and other during the Fiscal 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 from Operations

Income from operations ~~increased~~decreased $40.67 million, or 464.08%, to $1413.69 million during the Fiscal ~~2012~~2013 Period, from $1014.06 million in the Fiscal ~~2011~~2012 Period. The net ~~increase~~decrease in income from operations during the Fiscal ~~2012~~2013 Period as compared to the Fiscal ~~2011~~2012 Period was primarily attributable to athe ~~slight~~decline ~~increase~~ in total revenues, partially offset by reductions in certain variable operating expense line items described above, ~~partially~~and ~~offset by~~ a ~~greater~~lower net loss on disposal and impairment of operating assets and other.

Income 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.19

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Income from operations increased $4.6 million, or 46.0%, to $14.6 million during the Fiscal 2012 Period, from $10.0 million in the Fiscal 2011 Period. The net increase in income from operations during the Fiscal 2012 Period as compared to the Fiscal 2011 Period was primarily attributable to a slight increase in total revenues, reductions in certain variable operating expense line items described above, partially offset by a greater net loss on disposal and impairment of operating assets and other.

Income Taxes

The provision for income taxes decreased $2.1 million, or 26.9%, to $5.7 million for the Fiscal 2013 Period, from $7.8 million for the Fiscal 2012 Period. Accordingly, the effective tax rate was 41.0% and 53.4% for the Fiscal 2013 and Fiscal 2012 Periods, respectively. The decrease in the effective tax rate was primarily related to a change in state tax filing methods during the Fiscal 2012 Period. The effective tax rate for each period also reflects the impact of certain non-deductible expenses.

The provision for income taxes increased $3.3 million, or 73.3%, to $7.8 million for the Fiscal 2012 Period, from $4.5 million for the Fiscal 2011 Period. Accordingly, the effective tax rate was 53.4% and 45.0% for the Fiscal 2012 and Fiscal 2011 Periods, respectively. The increase in the effective tax rate was primarily related to a change in state tax filing methods during the Fiscal 2012 Period. The effective tax rate for each period also reflects the impact of certain non-deductible expenses.

The provision for income taxes increased $1.4 million, or 45.2%, to $4.5 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.

Net Income Attributable to Controlling Interest

19During the Fiscal 2013 Period, net income attributable to controlling interest totaled $8.1 million, which represents an increase of $1.4 million over the Fiscal 2012 Period. The increase in net income attributable to controlling interest for the Fiscal 2013 Period was primarily attributable to the decrease in income taxes described above, partially offset by a decrease in operating income described above.

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During the Fiscal 2012 Period, net income attributable to controlling interest totaled $6.7 million, which represents an increase of $1.3 million over the Fiscal 2011 Period. The increase in net income attributable to controlling interest for the Fiscal 2012 Period was primarily attributable to the increase in operating income described above, partially offset by an increase in income taxes described above.

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.

Quarterly Results

The following table sets forth selected unaudited quarterly results for the eight quarters ended December 2726, ~~2012~~2013. 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 notes thereto included in Part II, Item 8 of this Form 10-K.

	Dec. 27,2012			Sept. 27,2012		June 28, 2012		March 29,2012		Dec. 29,2011			Sept. 29,2011		June 30, 2011		March 31,2011
	Dec. 26,2013			Sept. 26,2013		June 27, 2013		March 28,2013		Dec. 27,2012			Sept. 27,2012		June 28, 2012		March 29,2012
	(in millions)
Total revenues	$	4845.24		$	5053.65	$	5253.83	$	4941.94	$	4448.52		$	5850.16	$	5752.28	$	4149.49
Income (loss) from operations	1.3			5.2		4.2		3.9		0.7			5.7		5.1		(1.5		)
Income from operations	2.2			6.2		4.3		1.2		1.3			5.2		4.2		3.9
Net income (loss) attributable to controlling interest	(1.31		)	3.17		2.56		20.47		(0.1.3		)	3.41		32.05		(02.94		)

Liquidity and Capital Resources

On a consolidated basis, we expect our primary uses of 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.

Operating Activities

Our 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.

Net cash flows provided by operating activities totaled approximately $14.0 million, $11.5 million and $5.3 million for the Fiscal 2012 Period, the Fiscal 2011 Period and the Fiscal 2010 Period, respectively. The $2.5 million increase in net cash flows generated from operating activities for the Fiscal 2012 Period as compared to the Fiscal 2011 Period was caused by a $7.1 million increase in net income excluding non-cash items, partially offset by negative fluctuations in working capital activity of approximately $4.6 million. Working capital activity was primarily impacted by negative fluctuations in accounts payable activity (primarily film rental liabilities), partially offset by positive fluctuations in accrued expenses and other liabilities during the Fiscal 2012 Period as compared to the Fiscal 2011 Period. The negative fluctuation in accounts payable activity was primarily due to the timing of film and certain other vendor payments associated with decreased attendance and admissions revenues at our theaters during the latter part of the Fiscal 2012 Period. The positive fluctuation in accrued expenses and other liabilities activity was primarily due to the timing of certain Fiscal 2012 Period vendor payments.

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

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~~expenses~~ and ~~other~~payroll. ~~liabilities~~Film ~~was~~costs ~~the~~are ~~primary~~ordinarily ~~driver~~paid ofto ~~working~~distributors ~~capital~~within ~~activity~~30 ~~that~~days ~~negatively~~following ~~impacted~~receipt ~~cash~~of ~~flow~~admissions ~~from~~revenues ~~operating~~and ~~activities~~the bycost ~~$1.3~~of ~~million. The~~the ~~reduction~~Company’s inconcessions ~~accrued~~are ~~expenses~~generally ~~and~~paid ~~other~~to ~~liabilities~~vendors ~~was~~approximately ~~primarily~~30 ~~related~~ to a35 ~~reduction~~days infrom ~~reserves~~purchase. ~~associated~~Our ~~with~~current ~~lease~~liabilities ~~termination~~include ~~costs~~items ~~for~~that ~~closed~~will ~~theatres~~become ~~during~~due ~~the~~within ~~Fiscal~~12 ~~2010 Period~~months. In ~~the Fiscal 2010 Period~~addition, afrom ~~$4.3~~time ~~million~~to ~~reduction in accounts payable~~time, awe ~~$1.8~~may ~~million~~use ~~reduction~~cash infrom ~~accrued~~operations ~~expenses~~to ~~and~~fund adividends ~~$2.8 million increase in prepaid expenses and other assets (primarily related~~ to aour ~~change~~Parent in ~~straight-line~~excess ~~rent~~of ~~balance),~~net ~~partially offset by a $0.7 million decrease in other receivables (including~~ income ~~taxes)~~attributable ~~were~~to ~~the~~controlling ~~primary~~interest ~~components~~and ~~of working capital activity that negatively impacted~~ cash flows from operating activities byless ~~$8.6~~cash ~~million. The~~flows ~~decrease~~from ininvesting ~~accounts payable (primarily film rental liabilities) in the Fiscal 2010 Period was primarily due to lower attendance~~ and ~~box~~other ~~office~~financing ~~revenue at our theatres during the latter part of the period coupled with the timing of certain film payments~~activities. ~~The~~As ~~Fiscal 2010 Period decrease in accrued expenses was due to~~ a ~~reduction~~result, inat ~~reserves~~any ~~associated~~given ~~with~~time, ~~lease~~our ~~termination~~balance ~~costs~~sheet ~~for~~may ~~closed~~reflect ~~theatres. The decrease in other receivables was attributable to~~ a ~~reduction~~working incapital ~~the income tax receivable resulting from income tax refunds received during the Fiscal 2010 Period~~deficit.

Net cash flows provided by operating activities totaled approximately $17.5 million, $14.0 million and $11.5 million for the Fiscal 2013 Period, the Fiscal 2012 Period and the Fiscal 2011 Period, respectively. The $3.5 million increase in net cash flows generated from operating activities for the Fiscal 2013 Period as compared to the Fiscal 2012 Period was caused by positive fluctuations in working capital activity of approximately $8.4 million, partially offset by a $4.9 million decrease in net income excluding non-cash items. Working capital activity was primarily impacted by changes in accounts payable activity (primarily film rental liabilities) and accrued expenses and other liabilities during the Fiscal 2013 Period as compared to the Fiscal 2012 Period. The change in accrued expense and other activity and accounts payable activity was primarily due to the timing of film and certain other vendor payments associated with increased attendance and admissions revenues at our theatres during the latter part of the Fiscal 2013 Period.

The $2.5 million increase in net cash flows generated from operating activities for the Fiscal 2012 Period as compared to the Fiscal 2011 Period was caused by a $7.1 million increase in net income excluding non-cash items, partially offset by negative fluctuations in working capital activity of approximately $4.6 million. Working capital activity was primarily impacted by negative fluctuations in accounts payable activity (primarily film rental liabilities), partially offset by positive fluctuations in accrued expenses and other liabilities during the Fiscal 2012 Period as compared to the Fiscal 2011 Period. The negative fluctuation in accounts payable activity was primarily due to the timing of film and certain other vendor payments associated with decreased attendance and admissions revenues at our theaters during the latter part of the Fiscal 2012 Period. The positive fluctuation in accrued expenses and other liabilities activity was primarily due to the timing of certain Fiscal 2012 Period vendor payments.

Investing Activities

Our 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.

WeThe ~~have~~Company ~~completed~~has ~~our~~a ~~deployment~~formal ofand 3Dintensive ~~compatible~~review ~~digital~~procedure ~~projection~~for ~~systems across our circuit. We believe~~ the ~~installation~~authorization of 3Dcapital ~~digital~~projects, ~~projection~~with ~~systems~~the ~~allows~~most usimportant tofinancial ~~offer~~measure ~~our~~of ~~patrons~~acceptability ~~premium~~for 3Da ~~movies~~discretionary ~~and all~~non-~~digital~~maintenance ~~format~~capital ~~experiences~~project ~~that~~being wewhether ~~believe~~its ~~generate~~projected ~~incremental~~discounted ~~revenue and~~ cash ~~flows~~flow ~~for~~return ~~the~~on ~~Company.~~investment Wemeets ~~are~~or ~~pleased~~exceeds ~~with~~ the ~~benefits~~Company’s internal rate of ~~digital~~return ~~cinema~~targets. We ~~primarily~~currently asexpect itcapital ~~relates~~expenditures tofor 3Dtheatre ~~film~~expansion, ~~product~~upgrading and ~~other~~equipment 3Dreplacements ~~content~~to ~~and~~be ~~with~~in the ~~continued~~range ~~support~~ of 3Dapproximately ~~film~~$4.0 ~~product~~million byto ~~the~~$8.0 ~~major~~million ~~motion~~in ~~picture~~fiscal ~~studios.~~year 2014.

~~The~~Net ~~Company~~cash ~~has~~flows aused ~~formal~~in ~~and~~investing ~~intensive~~activities ~~review~~totaled ~~procedure~~approximately ~~for~~$3.5 ~~the~~million, ~~authorization~~$5.6 ofmillion ~~capital~~and ~~projects,~~$2.6 ~~with~~million for the ~~most~~Fiscal ~~important~~2013 ~~financial~~Period, ~~measure~~the ofFiscal ~~acceptability~~2012 ~~for~~Period aand ~~discretionary~~the ~~non-maintenance~~Fiscal ~~capital~~2011 ~~project~~Period, ~~being~~respectively. The ~~whether~~$2.1 ~~its~~million ~~projected~~decrease ~~discounted~~in cash ~~flow~~flows ~~return~~used onin ~~investment~~investing ~~meets~~activities orduring ~~exceeds~~the Fiscal 2013 Period, as compared to the ~~Company’s~~Fiscal ~~internal~~2012 ~~rate~~Period, ofwas ~~return~~attributable ~~targets~~to a $2. We1 ~~currently~~million ~~expect~~decrease in capital expenditures ~~for~~(net ~~theatre~~of ~~expansion,~~proceeds ~~upgrading~~from ~~and~~disposals) ~~equipment~~during ~~replacements~~the toFiscal be2013 Period. The $3.0 million increase in cash flows used in investing activities during the ~~range~~Fiscal of2012 ~~approximately~~Period, ~~$4.0~~as ~~million~~compared to the Fiscal 2011 Period, was attributable to a $83.0 million increase in ~~fiscal~~capital ~~year~~expenditures ~~2013~~(net of proceeds from disposals) during the Fiscal 2012 Period.

OnFinancing March 10, 2010, DCIP executed definitive agreements and related financing transactions in connection with the conversion to digital projection. DCIP’s financing raised approximately $660.0 million, consisting of approximately $445.0 million in senior bank debt, approximately $135.0 million in additional junior capital and approximately $80.0 million in equity contributions (consisting of cash and existing digital projection systems) from Regal, AMC and Cinemark. 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. Each of Regal, AMC and Cinemark has an equal voting interest in DCIP.Activities

~~DCIP’s~~Net ~~initial~~cash ~~financing,~~flows ~~coupled~~provided ~~with~~by a(used ~~second~~in) ~~round of~~ financing ~~completed~~activities inwere ~~March 2011~~approximately ~~(which~~$6.3 ~~consisted~~million, ~~of a new~~ $~~220~~(8.05) million ~~term~~and ~~loan facility~~$(6.5), ~~has~~million ~~covered the cost of conversion to digital projection~~ for ~~our entire circuit. DCIP funds~~ the ~~cost~~Fiscal of2013 ~~conversion~~Period, ~~to digital projection principally through~~ the ~~collection~~Fiscal of2012 ~~virtual~~Period ~~print fees from motion picture studios~~ and ~~equipment~~the ~~lease~~Fiscal ~~payments~~2011 ~~from participating exhibitors~~Period, ~~including Regal~~respectively. In The ~~accordance~~net ~~with~~increase ~~the~~in ~~Master~~cash ~~Lease,~~flows ~~RCI~~provided ~~entered~~by ~~into~~financing aactivities ~~sublease~~during (the ~~"Sublease")~~Fiscal to2013 ~~provide~~Period ~~the~~as ~~digital~~compared ~~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~~Fiscal ~~Lease~~2012 ~~and~~Period ~~the Sublease, UATC pays RCI annual minimum rent~~ of $~~1,000~~14.8 ~~per~~million ~~digital~~was ~~projection~~primarily ~~system~~attributable ~~from~~to the ~~effective~~change ~~date~~in ofrelated ~~the~~party ~~agreement~~receivable ~~through the end of the lease term~~ and ~~is,~~other ~~upon~~activity ~~certain conditions described below, subject to incremental annual rent~~ of $~~2,000~~15.0 ~~per~~million ~~digital~~during ~~projection system beginning at six and a half years from~~ the ~~effective~~Fiscal ~~date~~2013 ofPeriod ~~the~~as ~~agreement~~compared ~~through~~to the ~~end~~Fiscal of2012 ~~the~~Period ~~lease~~(described ~~term. In~~further ~~the event that the junior capital raised by DCIP~~ in ~~the~~Note ~~initial~~5 ~~financing~~to ~~transactions remains outstanding at any time on or after~~ the ~~date~~consolidated ~~that~~financial isstatements ~~six~~included ~~and~~in aPart ~~half years after the closing date of March 2010~~II, ~~the~~Item ~~holders~~8 of ~~the~~this ~~related~~Form ~~notes~~10-K), ~~will~~partially ~~have~~offset ~~the~~by ~~right~~an toincrease ~~require Regal and other participating exhibitors to make incremental minimum rent payments~~ of $0.2~~,000~~ ~~per~~million ~~digital~~in ~~projection~~debt ~~system~~payments ~~per~~during ~~year through~~ the ~~earlier~~Fiscal of2013 ~~the~~Period. The ~~end~~net ofincrease ~~the~~in ~~lease~~cash ~~term~~flows orused ~~until~~in ~~such~~financing ~~notes~~activities ~~are~~during ~~repaid. UATC~~the ~~considers~~Fiscal ~~both~~2012 ~~the~~Period ~~$1,000~~as ~~minimum~~compared ~~rental~~to ~~and~~ the ~~incremental~~Fiscal ~~minimum~~2011 ~~rental~~Period ~~payment~~ of $2~~,000~~.0 ~~per~~million ~~digital~~was ~~projection~~primarily ~~system~~attributable to bethe ~~minimum~~change ~~rents and accordingly has recorded such rents on a straight-line basis~~ in ~~its~~related ~~consolidated~~party ~~financial~~receivable ~~statements.~~and ~~UATC~~other isactivity ~~also subject to various types~~ of ~~other~~$2.2 ~~rent~~million ifduring ~~such~~the ~~digital~~Fiscal ~~projection~~2012 ~~systems~~Period ~~do not meet minimum performance requirements~~ as ~~outlined~~compared into the ~~Master~~Fiscal ~~Lease~~2011 ~~and~~Period, ~~the~~partially ~~Sublease.~~offset ~~Certain~~by ~~of the other rent payments are subject to either~~ a ~~monthly~~decrease orof ~~an annual maximum~~$0.2 ~~UATC~~million ~~accounts~~in ~~for~~debt ~~the~~payments ~~Sublease~~during ~~as an operating lease for accounting purposes. During~~ the Fiscal 2012 Period ~~and the Fiscal 2011 Period, the Company incurred total rent of approximately $1~~.0

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million 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 investing activities totaled approximately $5.6 million, $2.6 million and $4.8 million for the Fiscal 2012 Period, the Fiscal 2011 Period and the Fiscal 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.

Financing Activities

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 $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.

Sale-Leaseback Transactions

For 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.

Contractual Cash Obligations and Commitments

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 2726, ~~2012~~2013, 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)	$	10.39	$	0.43	$	0.76	$	~~0.2~~—	$	—
Purchase commitments(2)	0.51		0.51		—		—		—
Operating leases(3)	~~153~~113.12		3534.97		6752.65		3018.70		188.90
Total contractual cash obligations	$	~~154~~114.92	$	3635.81	$	6853.31	$	3018.90	$	188.90

_____________________________________________

(1) The present value of these obligations, excluding interest, is included on our consolidated balance sheet as of December 2726, ~~2012~~2013. 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 2726, ~~2012~~2013, 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.

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Off-Balance Sheet Arrangements

Other than 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.

Recent Accounting Pronouncements

For a discussion of 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 2726, ~~2012~~2013, the Company maintained no debt obligations bearing floating interest rates.

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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 is responsible 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, as amended.

Management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of such controls as of December 2726, ~~2012~~2013. This assessment was based on criteria for effective internal control over financial reporting described in the Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes that the Company’s internal control over financial reporting is effective as of December 2726, ~~2012~~2013.

This annual report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm.



/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)

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Report of Independent Registered Public Accounting Firm

The Board of Directors

United Artists Theatre Circuit, Inc.:

We have audited the accompanying consolidated balance sheets of United Artists Theatre Circuit, Inc. and subsidiaries (the Company) as of December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012, and the related consolidated statements of operations, equity, and cash flows for each of the years in the three-year period ended December 2726, ~~2012~~2013. 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 our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of United Artists Theatre Circuit, Inc. and subsidiaries as of December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 2726, ~~2012~~2013, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Knoxville, Tennessee

March 2212, ~~2013~~2014

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UNITED ARTISTS THEATRE CIRCUIT, INC. AND SUBSIDIARIES

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

	December 27, 2012			December 29, 2011
	December 26, 2013			December 27, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5475.70		$	54.87
Receivables	1.15			1.21
Prepaid expenses, concession inventory and other current assets	1.4			1.24
Deferred income tax asset	2.30			32.73
TOTAL CURRENT ASSETS	5979.59			6059.95
PROPERTY AND EQUIPMENT:
Land	2.7			2.67
Buildings, leasehold improvements and equipment	~~107~~106.14			~~127~~107.81
TOTAL PROPERTY AND EQUIPMENT	109.81			~~130~~109.48
Accumulated depreciation and amortization	(7478.2		)	(9174.92		)
Total property and equipment, net	3530.69			3835.56
GOODWILL	7.1			7.1
OTHER NON-CURRENT ASSETS	510.93			45.29
TOTAL ASSETS	$	~~108~~128.12		$	~~110~~108.71
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	58.12		$	95.61
Accrued expenses and other	67.34			46.03
Current portion of debt obligations	0.3			0.23
TOTAL CURRENT LIABILITIES	1115.79			1311.87
OTHER NON-CURRENT LIABILITIES	14.89			1.38
NON-CURRENT DEFERRED REVENUE	2423.14			24.41
LONG-TERM DEBT, LESS CURRENT PORTION	0.85			1.0.8
DEFERRED INCOME TAX LIABILITY	2423.12			2224.91
TOTAL LIABILITIES	6267.59			6362.45
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	—			—
Preferred stock, $1.00 par value; 500,000 shares authorized, no shares issued and outstanding at December 26, 2013 and December 27, 2012	—			—
Common stock, $1.00 par value; 1,000 shares authorized, 100 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 26, 2013 and December 27, 2012	—			—
Additional paid-in capital	93.2			93.2
Retained earnings	4755.78			4147.07
Related party receivables	(9589.61		)	(8795.16		)
TOTAL STOCKHOLDER'S EQUITY OF UNITED ARTISTS THEATRE CIRCUIT, INC.	4559.39			4745.13
Noncontrolling interest	0.34			0.23
TOTAL EQUITY	4560.63			4745.36
TOTAL LIABILITIES AND EQUITY	$	~~108~~128.12		$	~~110~~108.71

See accompanying notes to consolidated financial statements.

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UNITED ARTISTS THEATRE CIRCUIT, INC. AND SUBSIDIARIES

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions)

	Year Ended December 27, 2012			Year Ended December 29, 2011			Year Ended December 30, 2010
	Year Ended December 26, 2013			Year Ended December 27, 2012			Year Ended December 29, 2011
REVENUES:
Admissions	$	~~140~~134.4		$	~~141~~140.24		$	~~149~~141.02
Concessions	5350.09			53.10			5553.01
Other operating revenues	8.13			68.91			6.79
TOTAL REVENUES	~~201~~193.56			201.25			~~210~~201.72
OPERATING EXPENSES:
Film rental and advertising costs	7068.89			7170.48			7571.74
Cost of concessions	76.07			7.10			7.61
Other theatre operating expenses	7674.69			8276.36			8782.73
Sale and leaseback rentals	15.1			15.1			1415.91
General and administrative expenses	65.19			6.1			6.41
Depreciation and amortization	86.19			98.31			9.83
Net loss (gain) on disposal of operating assets and other	3.2			(0.1		)	1.5
Net loss (gain) on disposal and impairment of operating assets and other	1.3			3.2			(0.1		)
TOTAL OPERATING EXPENSES	~~186~~179.97			~~191~~186.29			~~203~~191.62
INCOME FROM OPERATIONS	1413.69			1014.06			710.10
OTHER EXPENSE (INCOME):
Interest expense, net	—			—			—
TOTAL OTHER EXPENSE (INCOME), NET	—			—			—
INCOME BEFORE INCOME TAXES	1413.69			1014.06			710.10
PROVISION FOR INCOME TAXES	75.87			47.58			34.15
NET INCOME	6.8.2			56.58			45.05
NONCONTROLLING INTEREST, NET OF TAX	(0.1		)	(0.1		)	—(0.1		)
NET INCOME ATTRIBUTABLE TO CONTROLLING INTEREST	$	68.71		$	56.47		$	45.04

See accompanying notes to consolidated financial statements.

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UNITED ARTISTS THEATRE CIRCUIT, INC. AND SUBSIDIARIES

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in millions)

	PreferredStock		CommonStock		AdditionalPaid-In Capital		RetainedEarnings		IntercompanyandRelated PartyReceivables			TotalStockholders’Equity of UATC			NoncontrollingInterest			TotalEquity
Balances at December 31, 2009	$	—	$	—	$	93.2	$	31.6	$	(70.3	)	$	54.5		$	0.3		$	54.8
Balances at December 30, 2010	$	—	$	—	$	93.2	$	35.6	$	(80.7	)	$	48.1		$	0.2		$	48.3
Net income	—		—		—		4.0		—			4.0			—			4.0
Net income attributable to controlling interest	—		—		—		5.4		—			5.4			—			5.4
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
Net income attributable to controlling interest	—		—		—		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	~~93.2~~	$47.7	~~47.7~~	$(95.6	~~(95.6~~	)	$45.3	~~45.3~~		$0.3	~~0.3~~		$45.6	~~45.6~~
Net income attributable to controlling interest	—		—		—		8.1		—			8.1			—			8.1
Change in related party receivables	—		—		—		—		6.5			6.5			—			6.5
Noncontrolling interest adjustments	—		—		—		—		—			—			0.1			0.1
Balances at December 26, 2013	$	—	$	—	$	93.2	$	55.8	$	(89.1	)	$	59.9		$	0.4		$	60.3

See accompanying notes to consolidated financial statements.

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UNITED ARTISTS THEATRE CIRCUIT, INC. AND SUBSIDIARIES

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 27, 2012			Year Ended December 29, 2011			Year Ended December 30, 2010
	Year Ended December 26, 2013			Year Ended December 27, 2012			Year Ended December 29, 2011
CASH FLOW FROM OPERATING ACTIVITIES:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6.8.2		$	56.58		$	45.05
Adjustments to reconcile net income to net cash provided by operating activities:
Effect of leases with escalating minimum annual rentals	(1.01		)	(1.10		)	(1.21		)
Depreciation and amortization	86.19			98.31			9.83
Net loss (gain) on disposal of operating assets and other	3.2			(0.1		)	1.5
Net loss (gain) on disposal and impairment of operating assets and other	1.3			3.2			(0.1		)
Deferred income tax provision (benefit)	2(0.83		)	(02.8		)	(0.28		)
Changes in operating assets and liabilities:
Receivables	(0.14		)	0.1			0.71
Prepaid expenses, concession inventory and other assets	~~(0.4~~—		)	—(0.4		)	~~(2.8~~—		)
Accounts payable	(43.50		)	1(4.35		)	(41.3		)
Deferred revenue	(0.37		)	(0.43		)	(0.4		)
Accrued expenses and other liabilities	(0.86		)	(20.38		)	(12.83		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1417.05			1114.50			511.35
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(53.5		)	(45.35		)	(4.83		)
Proceeds from disposition of assets, net	—0.1			~~1.8~~—			0.1.8
Distributions to partnership	(0.1		)	(0.1		)	(0.1		)
NET CASH USED IN INVESTING ACTIVITIES	(53.65		)	(25.6		)	(42.86		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt payments	(0.13		)	(0.31		)	(0.23		)
Increase in related party receivables and other	(8.4		)	(6.2		)	(7.7		)
Decrease (increase) in related party receivables and other	6.6			(8.4		)	(6.2		)
NET CASH USED IN FINANCING ACTIVITIES	(8.5		)	(6.5		)	(7.9		)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	6.3			(8.5		)	(6.5		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(020.13		)	2(0.41		)	(72.4		)
CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR	54.87			5254.48			5952.84
END OF YEAR	$	5475.70		$	54.87		$	5254.48
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	0.1		$	0.1		$	0.21
Cash paid (refunded) for income taxes	$	01.92		$	(0.39	)	$	(0.63	)

See accompanying notes to consolidated financial statements.

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UNITED ARTISTS THEATRE CIRCUIT, INC. AND SUBSIDIARIES

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011

(1) The Company and Basis of Presentation

United Artists Theatre Company (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.

The accompanying consolidated financial statements include the accounts of the Company and those of all majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

UATC operates ~~485~~476 screens in 5453 theatres in 17 states as of December 2726, ~~2012~~2013. As of December 2927, ~~2011~~2012, UATC operated ~~527~~485 screens in 6054 theatres in 17 states. The Company formally operates 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 2014) results in a 53-week fiscal year.

The 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.

In connection with Regal’s acquisition of 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.

(2) Formation of Regal Entertainment Group

Exchange Transaction

On 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 April 12, 2002, through a series of transactions, Regal issued (1) 70,538,017 shares of Class B common stock to Anschutz in exchange for its controlling equity interests in Regal Cinemas, United Artists, Edwards and Regal CineMedia, (2) 14,052,320 shares of Class B common stock to OCM Principal Opportunities Fund II, L.P. and its subsidiaries ("Oaktree’s Principal Activities Group") in exchange for its contribution of capital stock of Regal Cinemas and Edwards and (3) 27,493,575 shares of Class A common stock to the other stockholders of Regal Cinemas, United Artists, Edwards and Regal CineMedia party to an exchange agreement in exchange for their capital stock of Regal Cinemas, United Artists, Edwards and 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

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~~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.

Anschutz controls approximately 77.8% 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.

Initial Public Offering of Regal Entertainment Group

In 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. The note to Parent was repaid in full on June 6, 2003.

On August 16, 2002, REH, a wholly owned subsidiary of 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 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~~discount ~~cards~~tickets and ~~advanced~~gift ~~ticket~~cards ~~sales~~when ~~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 3 months or less to be cash equivalents. At December 2726, ~~2012~~2013, 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.

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The Company capitalizes the cost of computer equipment, system hardware and purchased software ready for service. During the years ended December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012, the Company capitalized approximately $0.46 million and $0.24 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 Company records depreciation and amortization using the straight-line method over the following estimated useful 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

As of December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012, included in property and equipment is $2.7 million of assets accounted for under capital leases, before accumulated depreciation of $2.12 million and $12.91 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.

Impairment of Long-Lived Assets

The Company reviews long-lived 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 considers ~~actual~~historical theatre level cash flows, estimated future ~~years budgeted~~ theatre level cash flows, theatre property and equipment carrying values, ~~amortizing~~ intangible asset carrying values, the age of athe ~~recently built~~ theatre, competitive theatres in the marketplace, the impact of recent ticket price changes, strategic initiatives, available lease renewal options and other factors considered relevant in its assessment of whether or not a triggering event has occurred that indicates impairment of individual theatre assets may be necessary. ~~The~~For ~~impairment~~theatres ~~evaluation~~where a triggering event is identified, impairment is measured 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 determining whether a triggering event has occurred, estimating future cash flows and determining 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 transactions, and current industry trading multiples.

Triggering events identified resulted in the recording of impairment charges of $0.8 million for the year ended December 26, 2013. There were no impairments of long-lived assets during the years ended December 27, 2012, or December 29, 2011. The orlong-lived ~~December 30~~asset impairment charges recorded during each of the periods presented are specific to theatres that were directly and individually impacted by increased competition, ~~2010.~~adverse changes in market demographics or adverse changes in the development or the conditions of the areas surrounding the theatre.

Leases

The majority of the Company’s operations are conducted in premises occupied under non-cancelable lease agreements with initial base terms ~~ranging~~ generally ranging 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

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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.

The 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 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.

The Company records rent expense for its operating leases with contractual rent increases in accordance with ASC Subtopic 840-20, Leases—Operating Leases, on a straight-line basis from the “"lease commencement date”" as specified in the lease agreement until the end of the base lease term.

For leases in which the Company is involved with construction of the theatre, the Company accounts for the lease during the construction period under the provisions of ASC Subtopic 840-40, Leases—Sale-Leaseback Transactions. The landlord is typically responsible for constructing a theatre using guidelines and specifications agreed to by the Company and assumes substantially all of the risk of construction. In accordance with ASC Subtopic 840-40, if the Company concludes that it has substantially all of the construction 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.

In 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 leases, the “lease commencement date” is the date at which we gain access to the leased asset. Historically, and for the years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, these rental costs have not been significant to our consolidated financial statements.

Sale and Leaseback Transactions

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 2726, ~~2012~~2013 and December 2927, ~~2011~~2012. 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.

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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.

As part of the Company’s ongoing operations, we may close certain theatres within a reporting unit containing goodwill due to underperformance of the 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 Other, 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. We 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 processes on that date essential to the operation of the theatre. These assets and processes are significant missing elements impeding the operation of a business. Accordingly, when closing individual theatres, we generally do not include goodwill in the calculation of any gain or loss on disposal of the related assets.

The Company's annual goodwill impairment assessments for the years ended December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012 indicated that the fair value of each of its reporting units exceeded their carrying value and therefore, goodwill was not deemed to be impaired.

Income Taxes

The 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. 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 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 2726, ~~2012~~2013 and December 2927, ~~2011~~2012, approximately $2423.59 million and $24.95 million of deferred revenue, respectively, 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 2 to 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.

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Film Costs

Loyalty Program

Members 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 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, the costs of these awards have not been significant to the Company’s consolidated financial statements.

Advertising

The Company expenses advertising costs as incurred.

Estimates

The 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.

Segments

As of December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, UATC managed its business under one reportable segment: theatre exhibition operations.

Comprehensive Income

Net income and comprehensive income were the same for all years presented.

Recent Accounting Pronouncements

During June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) which is to be adopted as of the beginning of its first annual reporting period that begins after November 15, 2009, and interim and annual reporting periods thereafter. SFAS No. 167 amends 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:

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

b. The 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.

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.

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

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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 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.

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 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.

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In 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. ASU 2011-12 defers the specific requirement within ASU 2011-05 to present on the face of the financial statements items that are reclassified 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 Company as of the beginning of fiscal 2012 and has been applied retrospectively.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. Under ASU 2013-02, an entity is required to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 became effective for the Company as of the beginning of fiscal 2013. The adoption of ASU 2013-02 had no impact on the Company's consolidated financial position, cash flows, or results of operations.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The amendments in ASU 2013-11 require an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward except when: (1) a NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position; or (2) the entity does not intend to use the deferred tax asset for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present an unrecognized tax benefit in the financial statements as a liability and should not net the unrecognized tax benefit with a deferred tax asset. The amendment does not affect the recognition or measurement of uncertain tax positions under ASC Topic 740, Income Taxes. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We do not expect this ASU to have a material impact to our consolidated financial statements.

(4) Debt Obligations

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

	December 27, 2012			December 29, 2011
	December 26, 2013			December 27, 2012
Debt obligations (a)	$	1.1		$	1.2
Debt obligations (1)	$	0.8		$	1.1
Less current portion	(0.3		)	(0.23		)
Long-term debt, less current portion	$	0.85		$	1.0.8

________________________________________________

(a1) Debt obligations include $10.18 million and $1.21 million of capital lease obligations as of December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012, which have an interest rate of 10.0%, maturing in 2016.

The aggregate annual maturities of debt obligations are as follows (amounts in millions):



2014	$	0.3
2015	0.4
2016	0.2
2017	—
2018	—
Thereafter	—
	0.9
Less interest on capital leases	(0.1		)
Total	$	0.8

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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

(5) Related Party Transactions

Management Agreement

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 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, UATC recorded management fee expenses of approximately $65.19 million, $6.1 million and $6.41 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."

Related-Party Receivables

The related party receivables balance of $9589.61 million as of December 2726, ~~2012~~2013 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 $8579.83 million related to cash management intercompany transactions ~~and~~with ~~cash management~~RCI. The related-party receivables balance of $8795.16 million as of December 2927, ~~2011~~2012 ~~continued~~was toalso be comprised of the $9.8 million receivable from Prop I and approximately $7785.38 million related to intercompany transactions and cash management.

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. During the year ended December 26, 2013, the lease was subsequently extended through 2016. 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 2726, ~~2012~~2013 and December 2927, ~~2011~~2012) 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~~decrease in the related-party receivables balance of $86.5 million during the year ended December 2726, ~~2012~~2013 was due primarily to the timing of intercompany cash collections and disbursements particularly with respect to (1) the 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 2726, ~~2012~~2013, management believes the intercompany receivable is fully collectible.

Digital Cinema Implementation Partners, LLC Transactions

Regal maintains an investment in Digital Cinema Implementation Partners, LLC, a Delaware limited liability company ("DCIP"). DCIP is a joint venture company formed by Regal, AMC and Cinemark. 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 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.

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Onend ~~February 12,~~of ~~2007,~~the ~~Regal,~~lease ~~along~~term. In ~~with~~the ~~AMC~~event ~~Entertainment, Inc.~~that ~~("AMC")~~the ~~and~~junior ~~Cinemark, Inc.~~capital ~~("Cinemark"),~~raised ~~formed~~by aDCIP ~~joint~~in ~~venture~~the ~~company~~initial ~~known~~financing astransactions ~~Digital~~remains ~~Cinema~~outstanding ~~Implementation~~at ~~Partners,~~any ~~LLC,~~time aon ~~Delaware~~or ~~limited~~after ~~liability~~the ~~company~~date ~~("DCIP"),~~that tois ~~create~~six and a ~~financing~~half ~~model~~years ~~and~~after ~~establish~~the ~~agreements~~closing ~~with~~date ~~major~~of ~~motion~~March 2010, ~~picture~~the ~~studios~~holders ~~for~~of the ~~implementation~~related notes will have the right to require Regal and other participating exhibitors to make incremental minimum rent payments of $2,000 per digital ~~cinema~~projection insystem ~~our~~per ~~theatres.~~year ~~Each~~through the earlier of ~~Regal,~~the ~~AMC~~end ~~and~~of ~~Cinemark~~the ~~has~~lease anterm ~~equal~~or ~~voting~~until ~~interest~~such innotes ~~DCIP~~are repaid. UATC Onconsiders ~~March 10~~both the $1,000 ~~2010~~minimum rental and the incremental minimum rental payment of $2,000 ~~DCIP~~per ~~executed~~digital ~~definitive~~projection ~~agreements~~system to be minimum rents and ~~related~~accordingly ~~financing~~has ~~transactions~~recorded such rents on a straight-line basis in ~~connection~~its ~~with~~consolidated ~~the~~financial ~~conversion~~statements. UATC is also subject to various types of other rent if such digital projection. ~~Concurrent~~systems ~~with~~do ~~closing,~~not ~~RCI~~meet ~~entered~~minimum ~~into~~performance arequirements ~~master~~as ~~equipment~~outlined ~~lease~~in ~~agreement (~~the "Master Lease") and ~~other~~the ~~related~~Sublease. ~~agreements~~Certain ~~(collectively,~~of the ~~"Digital~~other ~~Cinema~~rent ~~Agreements")~~payments ~~with~~are ~~Kasima,~~subject ~~LLC,~~to either a ~~wholly-owned~~monthly ~~subsidiary~~or ofan ~~DCIP~~annual maximum. ~~Subsequent~~UATC toaccounts for the ~~execution~~Sublease ofas ~~the~~an ~~Digital~~operating ~~Cinema~~lease ~~Agreements,~~for ~~UATC~~accounting ~~distributed~~purposes. ~~its~~During ~~existing~~the ~~digital~~years ~~projection~~ended ~~systems~~December 26, ~~with~~2013 aand ~~net~~December 27, ~~book~~2012, ~~value~~the Company incurred total rent of approximately $21.71 million toand ~~RCI~~$1.0 million, respectively, associated with the leased digital projection systems.

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 27, 2012 and December 29, 2011, the Company incurred total rent of approximately $1.0 million 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 as of December 27, 2012.

National CineMedia, LLC Transactions

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.

In connection with the completion of the initial public offering, or IPO, of National CineMedia Inc.’s ("NCM Inc.") common stock, RCI amended and restated its 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 1one 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. Also, with respect to any on-screen advertising time provided by us to our beverage concessionaire, RCI is required to purchase such time from National CineMedia at a negotiated rate.

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 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.

The Company’s portion of these revenues are presented as a component of "Other operating revenues" in the Company’s consolidated financial statements and consist of the following amounts (in millions):



	Year Ended December 26, 2013			Year Ended December 27, 2012			Year Ended December 29, 2011
Theatre access fees - patrons	$	1.1		$	1.2		$	1.1
Theatre access fees - digital screens	0.5			0.5			0.4
Other NCM revenue	0.2			0.2			0.2
Amortization of ESA modification fees	0.4			0.4			0.4
Payments for beverage concessionaire advertising	(1.0		)	(1.1		)	(1.1		)
Total	$	1.2		$	1.2		$	1.0

On December 26, 2013, National CineMedia sold its "Fathom Events" business to AC JV, a newly-formed Delaware limited liability company owned, directly and indirectly, 32% by each of RCI, AMC and Cinemark and 4% by National CineMedia. The Fathom Events business focuses on the marketing and distribution of live and pre-recorded entertainment programming to various theatre operators (including REG, AMC and Cinemark) to provide additional programs to augment their feature film schedule and includes events such as live and pre-recorded concerts, opera and symphony, DVD product releases and marketing events, theatrical premieres, Broadway plays, live sporting events and other special events. In addition, on December 26, 2013, RCI amended and restated its existing exhibitor service agreement with National CineMedia in connection with the sale by National CineMedia of its Fathom Events business. AMC and Cinemark also amended and restated their respective existing exhibitor service agreements with National CineMedia in connection with the sale. The existing exhibitor service agreements were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements that were entered into on December 26, 2013 by National CineMedia and each of

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	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

RCI, AMC and Cinemark, respectively. These Amended and Restated Digital Programming Exhibitor Services Agreements were then assigned by National CineMedia to AC JV as part of the sale.

(6) Leases

The Company accounts for a majority of its leases as operating leases. 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 that have been accounted for on a straight-line basis over the initial term of the leases.

Minimum rentals payable under all non-cancelable operating leases with terms in excess of 1 year as of December 2726, ~~2012~~2013, are summarized for the following fiscal years (in millions):

2013	$	35.9
2014	$	34.7
2014	34.3
2015	33.1
2015	33.3
2016	19.4
2016	19.8
2017	10.7
2017	10.9
2018	7.3
Thereafter	188.90
Total	$	~~153~~113.12

Rent expense, including sale and leaseback rentals of $15.1 million, $15.1 million and $1415.91 million, for the years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, under such operating leases amounted to $3534.69 million, $35.26 million and $3635.32 million for the years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, respectively. Contingent rent expense was $1.01 million, $01.90 million and $10.59 million for the years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011, respectively.

Sale-Leaseback Transactions

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.

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 2726, ~~2012~~2013, 11 theatres were subject to the sale leaseback transaction and approximately $2114.17 million in principal amount of pass-through certificates were outstanding.

(7) Income Taxes

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

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	Year EndedDecember 27, 2012			Year EndedDecember 29, 2011			Year EndedDecember 30, 2010
	Year EndedDecember 26, 2013			Year EndedDecember 27, 2012			Year EndedDecember 29, 2011
Federal:
Current	$	34.87		$	43.78		$	34.07
Deferred	(0.12		)	(10.81		)	(01.8		)
Total Federal	34.75			23.97			2.29
State:
Current	1.23			01.62			0.36
Deferred	2(0.91		)	12.09			01.60
Total State	4.1.2			14.61			01.96
Total income tax provision	$	75.87		$	47.58		$	34.15

A reconciliation of 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):

	Year EndedDecember 27, 2012		Year EndedDecember 29, 2011		Year EndedDecember 30, 2010
	Year EndedDecember 26, 2013		Year EndedDecember 27, 2012		Year EndedDecember 29, 2011
Provision calculated at federal statutory income tax rate	$	54.19	$	3.5.1	$	23.5
State and local income taxes, net of federal benefit	20.78		12.07		01.50
Other	—		—		0.1
Total income tax provision	$	5.7	$	7.8	$	4.5
Total income tax provision	$	7.8	$	4.5	$	3.1

Significant components of the Company’s net deferred tax liability consisted of the following at (in millions):

	December 27, 2012			December 29, 2011
	December 26, 2013			December 27, 2012
Deferred tax assets:
Net operating loss carryforward	$	119.68		$	1511.16
Excess of tax basis over book basis of fixed assets	1413.26			1514.42
Deferred revenue	9.65			9.86
Other	1.4			01.34
Total deferred tax assets before valuation allowance	3634.83			4036.68
Valuation allowance	(2.4		)	(2.64		)
Total deferred tax assets after valuation allowance	3431.49			3834.04
Deferred tax liabilities:
Deferred gain on sale of theatres	(2622.47		)	(2726.94		)
Excess of book basis over tax basis of intangible assets	(2728.90		)	(27.9		)
Other	(12.94		)	(1.49		)
Total deferred tax liabilities	(5653.21		)	(5756.2		)
Net deferred tax liability	$	(21.82	)	$	(1921.28	)

As of December 2726, ~~2012~~2013, the Company had net operating loss carryforwards for federal income tax purposes of approximately $2218.82 million with expiration commencing during 2019. The Company’s net operating loss carryforwards were generated by the predecessor entities of UATC. The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of net operating losses in the event of an "ownership change" of a corporation. Accordingly, the Company’s ability to utilize the net operating losses may be impaired as a result of the "ownership change" limitations.

In 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 2726, ~~2012~~2013 and December 2927, ~~2011~~2012 totaling $2.4 million ~~and $2.6 million~~, ~~respectively,~~ as management believes it is more likely than not that certain deferred tax assets will not be realized in future tax

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~~will not be realized in future tax~~ periods. During the year ended December 27, 2012, the valuation allowance was decreased by $0.2 million primarily related to a change in management's determination of the Company's ability to utilize certain state net operating losses created in years ended before December 27, 2012. Future reductions in the valuation allowance associated with a change in management’s determination of the Company’s ability to realize these deferred tax assets will result in a decrease in the provision for income taxes.

As of December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012, 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.

The Company ~~recognizes~~files ~~interest~~income ~~and~~tax ~~penalties~~returns ~~accrued~~in ~~related~~the toU.S. ~~unrecognized~~federal ~~tax~~jurisdiction ~~benefits~~and ascertain astate ~~component~~jurisdictions as part of the REG income tax ~~expense~~filings and files separate income tax returns in various other state jurisdictions as well. The AsCompany's share of ~~December 27,~~the ~~2012~~REG current and ~~December 29,~~deferred ~~2011,~~tax expense is determined on a separate company basis. REG and the Company ~~had~~are ~~not~~no ~~accrued~~longer ~~any~~subject ~~interest~~to orU.S. ~~penalties~~federal ~~associated~~income tax examinations by taxing authorities for years before 2010, and with ~~unrecognized~~limited exceptions, are no longer subject to state income tax ~~benefits~~examinations before 2009. NoHowever, ~~interest~~the ~~and~~taxing ~~penalties~~authorities ~~were~~still ~~recognized~~have inthe ability to review the ~~statements~~propriety of ~~income~~tax ~~for~~attributes ~~the~~created in closed tax years ~~ended~~if ~~December 27,~~such ~~2012~~tax ~~and~~attributes ~~December 29,~~are ~~2011~~utilized in an open tax year.

(8) Litigation and contingencies

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.

~~For~~On ~~example, on~~ October 9, 2012, staff at the San Francisco Regional Water Quality Board (the "Regional Board") notified the Company, that the Regional Board is contemplating issuing a cleanup and abatement order to the Company with respect to a property in Santa Clara, California that the Company owned and then leased during the 1960s and 1970s. On June 25, 2013, the Regional Board issued a tentative order to the Company setting out proposed site clean-up requirements for the Company with respect to the property. According to the Regional Board, the property in question has been contaminated by dry -cleaning facilities that operated at the property in question from approximately 1961 until 1996. The Regional Board is also ~~contemplating~~issued ~~issuing~~a ~~the~~tentative order to the current property owner, who has been conducting site investigation and remediation activities at the site for several years. ~~While~~The Company submitted comments to the ~~Company~~Regional ~~intends~~Board on July 28, 2013, objecting to ~~vigorously~~the ~~defend~~tentative ~~these~~order. ~~matters~~The Regional Board considered the matter at its regular meeting on September 11, we2013 ~~cannot~~and ~~yet~~adopted ~~predict~~the tentative order with only minor changes. On October 11, 2013, the ~~outcome~~Company orfiled a petition with the ~~magnitude~~State Water Resources Control Board (“State Board”) for review of ~~any~~the ~~clean-up~~Regional ~~costs~~Board’s order. The State Board has not yet acted on the petition. The Company is complying with the Regional Board's order while its petition remains pending before the State Board. The Company intends to vigorously defend this matter. We believe that we are, and were during the period in question described in this paragraph, in compliance with such applicable laws and regulations.

In situations where management believes that a loss arising from the above and similar other proceedings is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no amount within the range is more probable than another. As additional information becomes available, any potential liability related to these proceedings is assessed and the estimates are revised, if necessary. The amounts reserved for such proceedings totaled approximately $2.8 million (primarily landlord-tenant disputes) as of December 26, 2013, which is included in accrued expenses and other on our consolidated balance sheet. Management believes any additional liability with respect to these claims and disputes will not be material in the aggregate to the Company’s consolidated financial position, results of operations or cash flows. Under ASC Topic 450, Contingencies—Loss Contingencies, an event is "reasonably possible" if "the chance of the future event or events 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, references to the upper end of the range of reasonably possible loss for cases in which the Company is able to estimate a range of reasonably possible loss mean the upper end of the range of loss for cases for which the Company believes the risk of loss is more than slight. Management is unable to estimate a range of reasonably possible loss for cases described below in which damages have not been specified and (i) the proceedings 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.

InOur ~~situations~~theatres ~~where~~must ~~management~~comply ~~believes~~with ~~that~~Title aIII ~~loss~~of ~~arising from such proceedings is probable and can reasonably be estimated,~~ the ~~Company~~Americans ~~records~~with ~~the~~Disabilities ~~amount~~Act of ~~the~~1990 ~~loss, or~~ (the ~~minimum~~"ADA") ~~estimated~~to ~~liability when~~ the ~~loss~~extent isthat ~~estimated~~such ~~using~~properties aare ~~range~~"public ~~and~~accommodations" ~~no amount within the range is more probable than another. As additional information becomes available, any potential liability related to these proceedings is assessed~~ and/or ~~the~~"commercial ~~estimates~~facilities" ~~are revised, if necessary. The amounts reserved for such proceedings totaled approximately $2.8 million~~ as ofdefined ~~December~~by ~~27,~~the ~~2012~~ADA. ~~Management~~Compliance ~~believes~~with ~~any~~the ~~additional~~ADA ~~liability~~

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requires that public accommodations "reasonably accommodate" individuals with ~~respect~~disabilities and that new construction or alterations made to ~~these~~"commercial ~~claims~~facilities" ~~and~~conform ~~disputes~~to ~~will~~accessibility ~~not~~guidelines beunless ~~material~~"structurally inimpracticable" for new construction or technically infeasible for alterations. Non-compliance with the ~~aggregate~~ADA tocould result in the ~~Company's~~imposition ~~consolidated~~of ~~financial~~injunctive ~~position~~relief, ~~results~~fines, awards of ~~operations~~damages orto ~~cash~~private ~~flows~~litigants and additional capital expenditures to remedy such non-compliance.

~~Our~~In ~~theatres~~prior ~~must~~years, ~~comply~~private ~~with~~litigants ~~Title~~and ~~III~~the Department of ~~the~~Justice ~~Americans~~("DOJ") ~~with~~had ~~Disabilities~~filed ~~Act~~claims against REG alleging that a number of ~~1990~~theatres (with stadium seating violated the "ADA") because these theatres allegedly failed to ~~the~~provide ~~extent~~wheelchair-bound ~~that~~patrons ~~such~~with ~~properties~~lines ~~are~~of ~~"public~~sight ~~accommodations"~~comparable to those available to other members of the general public and~~/or~~ ~~"commercial~~denied ~~facilities"~~persons asin ~~defined~~wheelchairs byaccess to the ~~ADA.~~stadium ~~Compliance~~portion ~~with~~of the ~~ADA~~theatres. ~~requires~~On ~~that~~June ~~public~~8, ~~accommodations~~2005, ~~"reasonably~~REG ~~accommodate"~~reached ~~individuals~~an agreement with ~~disabilities~~the DOJ resolving and ~~that~~dismissing ~~new~~the ~~construction~~private orlitigants’ ~~alterations~~claims and all claims made toby ~~"commercial~~the ~~facilities"~~United ~~conform~~States tounder ~~accessibility~~the ~~guidelines~~ADA. ~~unless~~On ~~"structurally~~December ~~impracticable"~~9, ~~for~~2010, ~~new~~the ~~construction~~parties orrenewed ~~technically~~the ~~infeasible~~Consent Decree for ~~alterations~~another three year term. ~~Non-~~On or about February 5, 2014, REG filed its final compliance ~~with~~report ~~the~~and ~~ADA~~fulfilled ~~could~~all ~~result~~of inits obligations under the ~~imposition~~Consent ofDecree. From ~~injunctive~~time ~~relief~~to time, ~~fines~~the Company receives claims that the stadium seating offered by theatres allegedly violates the ADA. In these instances, ~~awards~~the ofCompany ~~damages~~seeks to ~~private~~resolve ~~litigants~~or ~~and~~dismiss ~~additional~~these ~~capital~~claims ~~expenditures~~based toon ~~remedy~~the ~~such~~terms ~~non-compliance~~of the DOJ settlement or under applicable ADA standards.

InThe ~~addition, from time to time, the Company 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. Onremains ~~July~~a ~~20,~~topic ~~2010,~~of interest to the DOJ ~~issued~~and they have announced that they will be issuing another 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, and has ~~announced~~deployed ~~its intention to deploy~~ new digital captioning and descriptive video systems ~~during 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 $0.5 million. Notwithstanding these efforts, 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, 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.

(9) Capital Stock

Common and Preferred Stock

UATC 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 2726, ~~2012~~2013, and are all held by the Parent. At December 2726, ~~2012~~2013, the Company has 500,000 shares of preferred stock authorized with none issued.

(10) Employee Benefits Plan

REG sponsors an employee benefit plan, the Regal Entertainment Group 401(k) 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.

(11) Fair Value of Financial Instruments

The methods and assumptions used to estimate the fair value of each class of financial instrument are as follows:

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities:

The carrying amounts approximate fair value because of the short maturity of these instruments.

Long-Lived Assets

As further 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.

The Company's analysis relative to to long-lived assets resulted in the recording of impairment charges of $0.8 million for the year ended December 26, 2013. There were no impairments recorded during the years ended December 27, 2012 or

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~~Based~~December 29, on2011. The ~~the~~long-lived ~~Company’s~~asset ~~analysis~~impairment ~~relative~~charges recorded were specific to ~~long-lived~~theatres ~~assets~~that were directly and individually impacted by increased competition, ~~there~~adverse ~~were~~changes noin ~~impairments~~market ~~recorded~~demographics ~~during~~or adverse changes in the ~~years~~development ~~ended~~or ~~December~~the ~~27,~~conditions ~~2012,~~of ~~December 29,~~the ~~2011~~areas orsurrounding ~~December 30,~~the ~~2010~~theatres.

Long term obligations, excluding capital lease obligations:

The fair value of the Company’s debt obligations were based on recent financing transactions for similar debt issuances and the carrying amounts approximate the fair value.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 disclosure. Our management evaluated, with the participation of our Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 2726, ~~2012~~2013, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 2726, ~~2012~~2013, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 2726, ~~2012~~2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Management is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report. The consolidated 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.

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Under 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.

Item 11. EXECUTIVE COMPENSATION

Under 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.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Under 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.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Under 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.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Independent Registered Public Accounting Firm

KPMG LLP ("KPMG") served as our independent registered public accounting firm for the fiscal years ended December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012. For such fiscal years, we paid fees for services from KPMG as discussed below.

• Audit Fees. The aggregate fees billed for professional services rendered by KPMG for the audit of our annual consolidated financial statements included in our Form 10-K and the reviews of the consolidated financial statements included in our Forms 10-Q were approximately $6860,~~250~~800 for the fiscal year ended December 2726, ~~2012~~2013 and $7768,~~000~~250 for the fiscal year ended December 2927, ~~2011~~2012.

• Audit-Related 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 the fiscal years ended December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012.

• Tax Fees. The Company did not incur 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 years ended December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012.

• All Other Fees. The Company did not incur any aggregate fees for all other services rendered by KPMG for the fiscal years ended December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012.

Board of Directors Pre-Approval Policy

Our Board of Directors pre-approves all audit and permissible non-audit services provided by the independent auditors on a case-by-case basis. These services may include audit 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.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as a part of this report on Form 10-K:

(1) Consolidated financial statements of United Artists Theatre Circuit, Inc.:

Management’s Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm - Consolidated Financial Statements

UATC’s Consolidated Balance Sheets as of December 2726, ~~2012~~2013 and December 2927, ~~2011~~2012

UATC’s Consolidated Statements of Operations for the fiscal years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011

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UATC’s Consolidated Statements of Equity for the fiscal years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011

UATC’s Consolidated Statements of Cash Flows for the fiscal years ended December 2726, ~~2012~~2013, December 2927, ~~2011~~2012 and December 3029, ~~2010~~2011

Notes to UATC’s Consolidated Financial Statements


(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.


(3)	Exhibits: A list of exhibits required to be filed as part of this report on Form 10-K is set forth in the Exhibit Index, which follows the signature pages of this Form 10-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNITED ARTISTS THEATRE CIRCUIT, INC.
	By:	/s/ AMY E. MILES
March 22, 2013		Amy E. Miles
March 14, 2014		Amy E. Miles
		President

Pursuant to the requirements of 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.

Signature	Title	Date
/s/ AMY E. MILES	Director and President (Principal Executive Officer)	March 2214, ~~2013~~2014
Amy E. Miles
/s/ DAVID H. OWNBY	Director, Vice President and Treasurer	March 2214, ~~2013~~2014
David H. Ownby	(Principal Financial Officer and Principal Accounting Officer)
/s/ GREGORY W. DUNN	Director	March 2214, ~~2013~~2014
Gregory W. Dunn

Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

The registrant has not sent to its sole stockholder an annual report to security holders covering the registrant’s last fiscal year or any proxy statement, form of proxy or other proxy soliciting material with respect to any annual or other meeting of security holders.

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Exhibit Index

ExhibitNumber		Description
2.1		United Artists Second Amended Joint Plan of Reorganization (filed as exhibit 2 to United Artists Theatre Circuit, Inc.’s Current Report on Form 8-K filed on February 9, 2001 (Commission File No. 033-49598), and incorporated herein by reference)
3.1		Restated Articles of Incorporation of United Artists Theatre Circuit, Inc. (filed as exhibit 3.1 to United Artists Theatre Circuit, Inc.’s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)
3.2		Bylaws of United Artists Theatre Circuit, Inc. (filed as exhibit 3.2 to United Artists Theatre Circuit, Inc.’s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)
4.1		Amendment to Leveraged Lease Facility and Second Supplemental Indenture, dated as of March 7, 2001, among United Artists Theatre Circuit, Inc., Wilmington Trust Company, William J. Wade, Theatre Investors, Northway Associates Limited Partnership, State Street Bank and Trust Company, Susan Keller and MacKay Shields LLC (filed as exhibit 10.2 to United Artists Theatre Circuit, Inc.’s Form 10-Q for the fiscal quarter ended March 29, 2001 (Commission File No. 033-49598), and incorporated herein by reference)
4.2		Trust Indenture and Security Agreement, dated as of December 13, 1995, between Wilmington Trust Company, William J. Wade and Fleet National Bank of Connecticut and Alan B. Coffey (filed as exhibit 4.2 to United Artists Theatre Circuit, Inc.’s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)
4.3		Pass Through Certificates, Series 1995-A Registration Rights Agreement, dated as of December 13, 1995, among United Artists Theatre Circuit, Inc., Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated (filed as exhibit 4.3 to United Artists Theatre Circuit, Inc.’s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)
4.4		Participation Agreement, dated as of December 13, 1995, among United Artists Theatre Circuit, Inc., Wilmington Trust Company, William J. Wade, Theatre Investors, Inc., Northway Mall Associates, LLC, Wilmington Trust Company, William J. Wade, Fleet National Bank of Connecticut, Alan B. Coffey and Fleet National Bank of Connecticut (filed as exhibit 4.4 to United Artists Theatre Circuit, Inc.’s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)
4.5		Pass Through Trust Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc. and Fleet National Bank of Connecticut (filed as exhibit 4.5 to United Artists Theatre Circuit, Inc.’s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)
4.6		Lease Agreement, dated as of December 13, 1995, between Wilmington Trust Company and William J. Wade and United Artists (filed as exhibit 4.6 to United Artists Theatre Circuit, Inc.’s Form S-2 (Commission File No. 333-1024) filed on February 5, 1996, and incorporated herein by reference)
4.7		Lease Agreement, dated as of October 1, 1988, between United Artists Properties I Corporation and United Artists Theatre Circuit, Inc. (filed as exhibit 10.1 to United Artists Theatre Circuit, Inc.’s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)
4.8		Amendment to Lease Agreement, dated as of November 11, 2013, between United Artists Properties I Corporation and United Artists Theatre Circuit, Inc.
10.1		Trademark Agreement as of May 12, 1992 by United Artists Entertainment Company, United Artists Holdings, Inc., United Artists Cable Holdings, Inc., United Artists Theatre Holding Company, on the one hand and United Artists Theatre Circuit, Inc., United Artists Realty Company, UAB, Inc., and UAB II, Inc., on the other hand (filed as exhibit 10.9 to United Artists Theatre Circuit, Inc.’s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)
10.2		Tax Sharing Agreement, dated as of May 12, 1992, between United Artists Theatre Company and United Artists Theatre Circuit, Inc. (filed as exhibit 10.11 to United Artists Theatre Circuit, Inc.’s Form S-1 (Commission File No. 033-49598) filed on October 5, 1992, and incorporated herein by reference)
10.3		Management Agreement, dated as of May 27, 2003, between Regal Cinemas, Inc. and United Artists Theatre Circuit, Inc. (filed as exhibit 10.3 to United Artists Theatre Circuit, Inc.’s Form 10-K (Commission File No. 033-49598) filed on March 31, 2004, and incorporated herein by reference)

Table of Contents

10.4*		Amended and Restated Executive Employment Agreement, dated May 5, 2009, by and between Regal Entertainment Group and Amy E. Miles (filed as Exhibit 10.2 to Regal Entertainment Group’s Current Report on Form 8-K (Commission File No. 001-31315) on May 6, 2009, and incorporated herein by reference)
10.5*		Amended and Restated Executive Employment Agreement, dated May 5, 2009, by and between Regal Entertainment Group and Gregory W. Dunn (filed as Exhibit 10.3 to Regal Entertainment Group’s Current Report on Form 8-K (Commission File No. 001-31315) on May 6, 2009, and incorporated herein by reference)
10.6*		Executive Employment Agreement, dated May 5, 2009, by and between Regal Entertainment Group and David H. Ownby (filed as Exhibit 10.4 to Regal Entertainment Group’s Current Report on Form 8-K (Commission File No. 001-31315) on May 6, 2009, and incorporated herein by reference)
10.7*		Executive Employment Agreement, dated January 13, 2010, by and between Regal Entertainment Group and Peter B. Brandow (filed as Exhibit 10.1 to Regal Entertainment Group’s Current Report on Form 8-K (Commission File No. 001-31315) on January 19, 2010, and incorporated herein by reference)
10.8*		Separation and General Release Agreement with Michael L. Campbell, dated December 20, 2011 (filed as Exhibit 10.1 to Regal Entertainment Group’s Current Report on Form 8-K (Commission File No. 001-31315) on December 22, 2011, and incorporated herein by reference)
31.1		Rule 13a-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a) Certification of Principal Financial Officer
101		Financial statements from the annual report on Form 10-K of United Artists Theatre Circuit, Inc. for the fiscal year ended December 2726, ~~2012~~2013, filed on March 2214, ~~2013~~2014, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Equity (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements tagged as detailed text

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* Identifies each management contract or compensatory plan or arrangement.

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