AMC Entertainment Holdings, Inc.

2023 Annual Report to Stockholders

On the following pages you will find our Form 10-K for the fiscal year ended December 31, 2023, but excluding

Item 15(b) Exhibits, which have been filed with the Securities and Exchange Commission on February 28, 2024.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

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

OF 1934

For the fiscal

ear ended December 31, 2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from to

Commission file number 001-33892

AMC ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

26-0303916

(I.R.S. Employer Identification No.)

One AMC Way

11500 Ash Street, Leawood, KS

(

Address of

rinci

al executive offices

)

66211

(

Code

)

(913) 213-2000

Registrant’s telephone number, including area code:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Class A common stoc

AMC New York Stock Exchange

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 ☐

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 ☐ 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange

Act.

Large accelerated filer

☒

Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing the

correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any

of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).



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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2023, computed by reference to the

price at which the registrant’s Class A common stock and AMC Preferred Equity Units were last sold on the New York Stock Exchange on such date was $4,016,453,670

(519,192,389 Class A common stock shares at a closing price per share of $4.40 and 995,406,413 AMC Preferred Equity Units at a closing price per unit of $1.74).

Shares of Class A common stock outstanding—263,278,238 shares at February 21, 2024

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement, in connection with its 2023 annual meeting of stockholders, to be filed within 120 days of

December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.

AMC ENTERTAINMENT HOLDINGS, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2023

INDEX

Page

PART I

Item 1.

Business ......................................................................... 5

Item 1A.

Risk Factors ...................................................................... 19

Item 1B.

Unresolved Staff Comments ......................................................... 34

Item 1C. Cybersecurity ..................................................................... 34

Item 2.

Properties ........................................................................ 36

Item 3.

Legal Proceedings ................................................................. 36

Item 4.

Mine Safety Disclosures ............................................................ 36

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities ................................................................. 37

Item 6.

[Reserved] ........................................................................ 40

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 40

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk . . . ............................ 65

Item 8.

Financial Statements and Supplementary Data .......................................... 67

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . 134

Item 9A.

Controls and Procedures ............................................................ 134

Item 9B.

Other Information .................................................................. 134

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ........................ 136

PART III

Item 10.

Directors, Executive Officers and Corporate Governance . . . . . . . .......................... 137

Item 11.

Executive Compensation ............................................................ 137

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters ......................................................................... 137

Item 13.

Certain Relationships and Related Transactions, and Director Independence .................. 137

Item 14.

Principal Accountant Fees and Services ................................................ 137

PART IV

Item 15.

Exhibits, Financial Statement Schedules ............................................... 138

Item 16. Form 10-K Summary ............................................................... 147

Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-K contains “forward-looking statements”

within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

Forward-looking statements may be identified by the use of words such as “may,” “will,” “forecast,” “estimate,”

“project,” “intend,” “plan,” “expect,” “should,” “believe” and other similar expressions that predict or indicate future

events or trends or that are not statements of historical matters. These forward-looking statements are based only on our

current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies,

projections, anticipated events and trends, the economy and other future conditions and speak only as of the date on

which it is made. Examples of forward-looking statements include statements we make regarding future attendance

levels, operating revenues and our liquidity. These forward-looking statements involve known and unknown risks,

uncertainties, assumptions and other factors, including those discussed in “Risk Factors” and “Management’s Discussion

and Analysis of Financial Condition and Results of Operations,” which may cause our actual results, performance or

achievements to be materially different from any future results, performance or achievements expressed or implied by

such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

• the risks and uncertainties relating to the sufficiency of our existing cash and cash equivalents and available

borrowing capacity, including following maturity of the Senior Secured Revolving Credit Facility (as

defined in Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated

Financial Statements under Part II, Item 8 thereof), to fund operations, and satisfy obligations including

cash outflows for deferred rent and planned capital expenditures currently and through the next twelve

months. In order to achieve net positive operating cash flows and long-term profitability, operating

revenues will need to increase from current levels to levels in line with pre-COVID-19 operating revenues.

However, there remain significant risks that may negatively impact operating revenues and attendance

levels, including changes to movie studios release schedules (including as a result of production delays and

delays to the release of movies caused by labor stoppages, including but not limited to the Writers Guild of

America strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike

that occurred during 2023) and direct to streaming or other changing movie studio practices. If we are

unable to achieve increased levels of attendance and operating revenues, we expect we will be required to

obtain additional liquidity. If such additional liquidity is not obtained or insufficient, we likely would seek

an in-court or out-of-court restructuring of our liabilities, and in the event of such future liquidation or

bankruptcy proceeding, holders of our Class A common stock (“Common Stock”) and other securities

would likely suffer a total loss of their investment;

• changing practices of distributors, which accelerated during the COVID-19 pandemic, including increased

use of alternative film delivery methods including premium video on demand, streaming platforms,

shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming

platforms on the same date, the theatrical release of fewer movies, or transitioning to other forms of

entertainment;

• the impact of changing movie-going behavior of consumers;

• the risk that the North American and international box office in the near term will not recover sufficiently,

resulting in higher cash burn and the need to seek additional financing;

• risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to

meet our financial maintenance and other covenants;

• risks relating to motion picture production, promotion, marketing, and performance, including labor

stoppages affecting the production, supply and release schedule of theatrical motion picture content,

including but not limited to the Writers Guild of America and the Screen Actors Guild-American

Federation of Television and Radio Artists strikes during 2023;

• the seasonality of our revenue and working capital, which are dependent upon the timing of motion picture

releases by distributors, such releases being seasonal and resulting in higher attendance and revenues

generally during the summer months and holiday seasons;

• intense competition in the geographic areas in which we operate among exhibitors, streaming platforms, or

from other forms of entertainment;

• certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of

certain business opportunities and limit or restrict our ability to pay dividends, pre-pay debt, and also to

refinance debt and to do so at favorable terms;

• risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre

and other closure charges;

• general and international economic, political, regulatory, social and financial market conditions, including

potential economic recession, inflation, rising interest rates, the financial stability of the banking industry,

and other risks that may negatively impact discretionary income and our operating revenues and attendance

levels;

• our lack of control over distributors of films;

• limitations on the availability of capital or poor financial results may prevent us from deploying strategic

initiatives;

• an issuance of preferred stock could dilute the voting power of the common stockholders and adversely

affect the market value of our outstanding Common Stock;

• limitations on the authorized number of Common Stock shares could in the future prevent us from raising

additional capital through Common Stock;

• our ability to achieve expected synergies, benefits and performance from our strategic initiatives;

• our ability to refinance our indebtedness on terms favorable to us or at all;

• our ability to optimize our theatre circuit through new construction, the transformation of our existing

theatres, and strategically closing underperforming theatres may be subject to delay and unanticipated

costs;

• failures, unavailability or security breaches of our information systems;

• our ability to utilize interest expense deductions will be limited annually due to Section 163(j) of the Tax

Cuts and Jobs Act of 2017;

• our ability to recognize interest deduction carryforwards, net operating loss carryforwards, and other tax

attributes to reduce our future tax liability;

• our ability to recognize certain international deferred tax assets which currently do not have a valuation

allowance recorded;

• review by antitrust authorities in connection with acquisition opportunities;

• risks relating to the incurrence of legal liability, including costs associated with the ongoing securities class

action lawsuits;

• dependence on key personnel for current and future performance and our ability to attract and retain senior

executives and other key personnel, including in connection with any future acquisitions;

• increased costs in order to comply or resulting from a failure to comply with governmental regulation,

including the General Data Protection Regulation (“GDPR”) and all other current and pending privacy and

data regulations in the jurisdictions where we have operations;

• supply chain disruptions may negatively impact our operating results;

• the availability and/or cost of energy particularly in Europe;

• the dilution caused by recent and potential future sales of our Common Stock, including the AMC

Preferred Equity Unit conversion;

• the market price and trading volume of our shares of Common Stock has been and may continue to be

volatile, and purchasers of our securities could incur substantial losses;

• future offerings of debt, which would be senior to our Common Stock for purposes of distributions or upon

liquidation, could adversely affect the market price of our Common Stock;

• the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including

the conflict between Russia and Ukraine and other international conflicts;

• the potential impact of financial and economic sanctions on the regional and global economy, or

widespread health emergencies, such as pandemics or epidemics, causing people to avoid our theatres or

other public places where large crowds are in attendance;

• anti-takeover protections in our Third Amended and Restated Certificate of Incorporation and our amended

and restated bylaws may discourage or prevent a takeover of our Company, even if an acquisition would be

beneficial to our stockholders; and

• other risks and uncertainties referenced from time to time in filings with the SEC.

This list of factors that may affect future performance and the accuracy of forward-looking statements is

illustrative but not exhaustive. In addition, new risks and uncertainties may arise from time to time. Accordingly, all

forward-looking statements should be evaluated with an understanding of their inherent uncertainty and we caution

accordingly against relying on forward-looking statements.

Except as required by law, we assume no obligation to publicly update or revise these forward-looking

statements for any reason. Actual results could differ materially from those anticipated in these forward-looking

statements, even if new information becomes available in the future.

Readers are urged to consider these factors carefully in evaluating the forward-looking statements. For further

information about these and other risks and uncertainties as well as strategic initiatives, see Item 1. “Business” and

Item 1A. “Risk Factors” in this Annual Report on Form 10-K.

PART I

Item 1. Business.

General Development of Business

AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including

American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the

“Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests

in theatres primarily located in the United States and Europe.

Our business was founded in Kansas City, Missouri in 1920. Holdings was incorporated under the laws of the

state of Delaware on June 6, 2007. We maintain our principal executive offices at One AMC Way, 11500 Ash Street,

Leawood, Kansas 66211.

Liquidity

At December 31, 2023, we had cash and cash equivalents of approximately $884.3 million.

Additionally, we continued to lower our future interest expense through purchases of debt below par value and

debt exchanges for equity and enhanced liquidity through equity issuances. See Note 8—Corporate Borrowings and

Finance Lease Liabilities, Note 9—Stockholders’ Deficit, and Note 16—Subsequent Events in the Notes to the

Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

We believe our existing cash and cash equivalents, together with cash generated from operations, will be

sufficient to fund our operations and satisfy our obligations currently and through the next twelve months. We are

subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period

under the Credit Agreement (as defined in Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to

the Consolidated Financial Statements under Part II, Item 8 thereof). We believe we will comply with the minimum

liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22,

2024. We currently do not expect to extend such maturity or replace the Senior Secured Revolving Credit Facility upon

maturity, although we may seek to replace it in the future.

Our cash burn rates are not sustainable long-term. In order to achieve sustainable net positive operating cash

flows and long-term profitability, we believe that operating revenues will need to increase to levels in line with

pre-

COVID-19 operating revenues. North America box office grosses were down approximately 21% for the year ended

December 31, 2023, compared to the year ended December 31, 2019. Until such time as we are able to achieve positive

operating cash flow, it is difficult to estimate our liquidity requirements, future cash burn rates, future operating

revenues, and attendance levels. Depending on our assumptions regarding the timing and ability to achieve levels of

operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to

estimate our liquidity requirements and future cash burn rates will be correct, and the ability to be predictive is uncertain

due to limited ability to predict studio film release dates, the overall production and theatrical release levels, and success

of individual titles. Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of

America strike and the Screen Actors Guild–American Federation of Television and Radio Artists strike that occurred

during 2023, cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future film slate

for exhibition, our future liquidity and cash burn rates. Further, there can be no assurances that we will be successful in

generating the additional liquidity necessary to meet our obligations beyond twelve months from the issuance of this

Annual Report on terms acceptable to us or at all.

We expect, at any time and from time to time, to continue to seek to retire or purchase our outstanding debt

through cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions

or otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as we may determine,

and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

The amounts involved may be material and to the extent equity is used, dilutive.

On December 22, 2022, we entered into a forward purchase agreement (the “Forward Purchase Agreement”)

with Antara Capital LP (“Antara”) pursuant to which we agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity

Units for an aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100.0 million

aggregate principal amount of our 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619

AMC Preferred Equity Units. On February 7, 2023, we issued 19,762,130 AMC Preferred Equity Units to Antara in

exchange for $75.1 million in cash and $100.0 million aggregate principal amount of our 10%/12% Cash/PIK Toggle

Second Lien Notes due 2026. We recorded $193.7 million to stockholders’ deficit as a result of the transaction. We paid

$1.4 million of accrued interest in cash upon exchange of the notes. See Note 9—Stockholders’ Deficit for more

information.

The below table summarizes the cash debt repurchase transactions during the year ended December 31, 2023,

including related party transactions with Antara, which was a related party from February 7, 2023 to August 25, 2023.

These transactions were executed at terms equivalent to an arms-length transaction. See Note 8—Corporate Borrowings

and Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for

more information.

Aggregate Principal Reacquisition Gain on Accrued Interest

(In millions) Repurchased Cost Extinguishment Paid

Related part

transactions:

Second Lien Notes due 2026 ................ $ 75.9 $ 48.5 $ 40.9 $ 1.1

5.875% Senior Subordinated Notes due 2026 . . 4.1 1.7 2.3 0.1

Total related part

transactions ............... 80.0 50.2 43.2 1.2

on-related part

transactions:

Second Lien Notes due 2026 ................ 139.7 91.4 71.3 4.5

Total non-related part

transactions ........... 139.7 91.4 71.3 4.5

Total debt repurchases ....................... $ 219.7 $ 141.6 $ 114.5 $ 5.7

The below table summarizes various debt for equity exchange transactions that occurred during the year ended

December 31, 2023. See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’ Deficit,

and Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for

more information.

Shares of

Aggregate Principal Common Stock Gain on Accrued Interest

(In millions, except for share data) Exchanged Exchanged Extinguishment Exchanged

Second Lien Notes due 2026 ................ $ 105.3 14,186,651 $ 28.3 $ 1.2

During the year ended December 31, 2023, the Company raised gross proceeds of approximately

$790.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $19.8 million

and $9.9 million, respectively, through its at-the-market offering of approximately 88.0 million shares of its Common

Stock and 7.1 million of its AMC Preferred Equity Units. The Company paid $12.6 million of other third-party issuance

costs during the year ended December 31, 2023. See Note 9—Stockholders’ Deficit for further information regarding the

at-the-market offerings.

Please see Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations

of Part II thereof for additional information.

Narrative Description of Business

We are the world’s largest theatrical exhibition company and an industry leader in innovation and operational

excellence. Over the course of our 100+ year history, we have pioneered many of the theatrical exhibition industry’s

most important innovations. We introduced multiplex theatres in the 1960s and the North American stadium-seated

Megaplex theatre format in the 1990s. Most recently, we continued to innovate and evolve the movie-going experience

with the deployment of our theatre renovations featuring plush, powered recliner seating and the launch of our U.S.

subscription loyalty tier, AMC Stubs

A-List. Our growth has been driven by a combination of organic growth through

reinvestment in our existing assets and through the acquisition of some of the most significant companies in the

theatrical exhibition industry.

Our business is operated in two theatrical exhibition reportable segments, U.S. markets and International

markets. Substantially all of our international operations are attributed to Odeon Cinemas Group Limited (“OCGL”) and

its subsidiaries (collectively with OCGL, unless the context otherwise requires, “Odeon Cinemas Group”), Odeon and

UCI Cinemas Holdings Limited (“Odeon”) and Nordic Cinema Group Holding AB (“Nordic”).

As of December 31, 2023, we owned, leased or operated 898 theatres and 10,059 screens in 11 countries,

including 562 theatres with a total of 7,369 screens in the United States and 336 theatres and 2,690 screens in European

markets. On January 24, 2023, we sold our investment in 13 theatres and 85 screens in Saudi Arabia, see Note 6—

Investments in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

We have productive assets in each of the capital cities and most densely populated areas of the countries in which we

operate.

As of December 31, 2023, we were the market leader in the United States and Europe including in Italy,

Sweden, Norway, and Finland, and a leading theatre operator in the United Kingdom, Ireland, Spain, Portugal and

Germany. We have operations in four of the world’s 10 largest economies, including four of the six largest European

economies (the United Kingdom, Spain, Italy and Germany) as of December 31, 2023.

As of December 31, 2023, in the U.S. markets, we owned, leased or operated theatres in 43 states and the

District of Columbia, with approximately 50% of the U.S. population living within 10 miles of one of our theatres. We

have a diversified footprint with complementary global geographic and guest demographic profiles, which we believe

gives our circuit a unique profile and offers us strategic and operational advantages while providing our studio partners

with a large and diverse distribution channel. We operate some of the most productive theatres in the top markets in the

United States and were the market leader in the top two markets for the year ended December 31, 2023: New York and

Los Angeles. During 2023 our top five markets, in each of which we held the #1 share position, were New York, Los

Angeles, Chicago, Atlanta, and Philadelphia, according to data provided by Comscore.

The following table provides detail with respect to the geographic location of our theatrical exhibition circuit as

of December 31, 2023:

U.S. Markets

Theatres(1) Screens(1)

Alabama .................................................................................. 18 237

Arizona ................................................................................... 12 187

Arkansas .................................................................................. 3 35

California ................................................................................. 58 781

Colorado .................................................................................. 14 193

Connecticu

................................................................................ 9 104

Delaware ................................................................................. 1 14

Florida ................................................................................... 39 600

Georgia ................................................................................... 27 362

Idaho .................................................................................... 1 11

Illinois ................................................................................... 47 577

Indiana ................................................................................... 21 276

Iowa ..................................................................................... 3 43

Kansas ................................................................................... 9 132

Kentucky ................................................................................. 2 40

Louisiana ................................................................................. 7 99

Maryland ................................................................................. 15 171

Massachusetts .............................................................................. 11 155

Michigan ................................................................................. 11 162

Minnesota ................................................................................. 7 101

Missouri .................................................................................. 10 118

Montana .................................................................................. 5 55

ebraska .................................................................................. 1 14

evada ................................................................................... 2 28

ew Hampshire ............................................................................ 1 10

ew Jersey ................................................................................ 25 319

ew Mexico ............................................................................... 1 12

ew York ................................................................................. 30 322

orth Carolina ............................................................................. 19 244

orth Dakota .............................................................................. 1 9

Ohio ..................................................................................... 12 151

Oklahoma ................................................................................. 12 147

Oregon ................................................................................... 2 25

Pennsylvania ............................................................................... 27 309

South Carolina ............................................................................. 2 26

South Dakota .............................................................................. 1 10

Tennessee ................................................................................. 16 201

Texas .................................................................................... 42 608

Utah ..................................................................................... 3 29

Virginia .................................................................................. 13 173

Washington ................................................................................ 15 181

West Virginia .............................................................................. 1 12

Wisconsin ................................................................................. 5 73

District of Columbia ......................................................................... 1 13

Total U.S. Markets ....................................................................... 562 7,369

International Markets

Denmark .................................................................................. 2 12

Finlan

................................................................................... 30 173

Germany .................................................................................. 22 197

Ireland ................................................................................... 11 77

Italy ..................................................................................... 41 416

orway ................................................................................... 12 91

Portugal .................................................................................. 3 42

Spain .................................................................................... 35 414

Sweden ................................................................................... 75 404

United Kingdom ............................................................................ 105 864

Total International Markets ................................................................. 336 2,690

Total ................................................................................. 898 10,059

(1) Included in the above table are 65 theatres and 320 screens that we manage or in which we have a partial

ownership interest. In the U.S. markets segment, we manage or have a partial interest in four theatres and

55 screens. In the International markets segment, we manage or have a partial interest in 61 theatres and

265 screens.

Our theatrical exhibition revenues are generated primarily from box office admissions and theatre food and

beverage sales. We offer consumers a broad range of entertainment alternatives including traditional film programming,

private theatre rentals, independent and foreign films, performing arts, music and sports. We also offer food and

beverage alternatives beyond traditional concession items, including collectible concession vessels, made-to-order

meals, customized coffee, healthy snacks, beer, wine, premium cocktails, and dine-in theatre options. The balance of our

revenues is generated from ancillary sources, including on-screen advertising, fees earned from our customer loyalty

programs, rental of theatre auditoriums, income from gift card and exchange ticket sales, theatrical distribution, retail

popcorn sales, and online ticketing fees.

Our Strategy

We are committed to maintaining a leadership position in the exhibition industry by focusing on

forward-

thinking initiatives for the benefit of our guests. We do this through a combination of unique marketing

outreach, seamless digital technology and innovative theatre amenities designed to 1) transform AMC into a world-class

leader in customer engagement, 2) deliver the best in-person experience while at AMC theatres, 3) selectively enhance

our footprint through expansion in certain markets and strategic closure of underperforming theatres, 4) pursue adjacent

opportunities that extend the AMC brand, and 5) explore attractive acquisitions leveraging our existing capabilities and

core competencies. Consistent with our history and culture of innovation, we believe our vision and relentless focus on

these key elements, which apply strategic and marketing components to traditional theatrical exhibition, will drive our

future success.

Transform AMC into a World-Class Leader in Customer Engagement

We engage movie-goers through advances in technology and marketing activities to strengthen the bonds with

our current guests and create new connections with potential customers that drive both growth and loyalty. We serve our

guests, end-to-end, from before they enter our theatres, through their enjoyment of a comprehensive spectrum of film

content while at our theatres and then again after the movie when they’ve left the theatre and are deciding what film to

see the next time they visit.

In our U.S. markets, we begin the process of engagement with AMC Stubs

(“Stubs”), our customer loyalty

program, which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings

and services. It features a paid tier called AMC Stubs Premiere™ (“Premiere”) for a flat annual membership fee and a

non-paid tier called AMC Stubs Insider™ (“Insider”). Both programs reward loyal guests for their patronage of AMC

theatres. Rewards earned are redeemable on future purchases at AMC locations.

AMC Stubs

A-List (“A-List”) is our monthly subscription-based tier of our Stubs loyalty program. This

program offers guests admission to movies at AMC up to three times per week, including multiple movies per day and

repeat visits to movies from $19.95 to $24.95 per month depending upon the geographic market. A-List also includes

premium offerings including IMAX

Dolby Cinema™ at AMC, RealD, Prime and other proprietary Premium Large

Format (“PLF”) brands. A-List members can book tickets online in advance with reserved seating at AMC Theatres for

no additional cost.

As of December 31, 2023, we had a combined total of approximately 32 million member households enrolled in

A-List, Premiere, and Insider programs. Our Stubs members represented approximately 46% of our U.S. market

attendance during the year ended December 31, 2023. Our large database of identified movie-goers also provides us with

additional insight into our customers’ movie preferences. This enables us to have an increasingly comprehensive, more

personalized and targeted marketing effort.

In our International markets, we currently have loyalty programs in all territories in which we operate.

Movie-

goers can earn points for spending money at the theatre, and those points can be redeemed for tickets or food and

beverage items, depending on the program, at a later date. We currently have approximately 16.6 million members in our

various International loyalty programs.

Our marketing efforts expand beyond our loyalty program. We continue to improve our customer connections

through our website and mobile apps and expand our online and movie offerings. We upgraded our mobile applications

across the U.S. circuit with the ability to order food and beverage offerings via our mobile applications while ordering

tickets ahead of scheduled showtimes.

In June 2021, the Company launched AMC Investor Connect (“AIC”), an innovative new communication

initiative to engage directly with its sizable retail shareholder base and convert shareholders into AMC consumers. AIC

allows our shareholders to self-identify through our website and receive special offers and important communications.

As part of AIC, domestic members must sign up for a Stubs account, which includes providing additional personalized

data that allows us to more precisely engage with our investor consumers. As of December 31, 2023, there were

approximately 1.2 million global members of AIC, which is comprised of both registered and beneficial shareholders.

Deliver the best in-person experience while at AMC theatres

In conjunction with our advances in technology and marketing initiatives, and consistent with our long-term

growth strategy, we plan to continue investing in our theatres and enhancing the consumer experience to deliver the best

in-person experience and take greater advantage of incremental revenue-generating opportunities, primarily through

comfort and convenience innovations, imaginative food and beverage initiatives, and exciting PLF offerings.

Comfort and Convenience. Recliner seating is a key feature of many of our locations. We believe that

maximizing comfort and convenience for our customers will be increasingly necessary to maintain and improve our

relevance. These locations include plush, electric recliners that allow customers to deploy a leg rest and fully recline at

the push of a button. These locations typically warrant increased ticket prices to reflect the enhanced consumer

experience.

As of December 31, 2023, in our U.S. markets, we featured recliner seating in 362 U.S. theatres, including

Dine-in-Theatres, totaling approximately 3,588 screens and representing 48.7% of total U.S. screens. In our International

markets, as of December 31, 2023, we had recliner seating in 82 International theatres, totaling 554 screens and

representing 20.6% of total International screens.

Open-source internet ticketing makes AMC’s entire universe of seats in the U.S. (approximately 1 million as of

December 31, 2023), for all our show times, as available as possible, on as many websites and mobile applications as

possible. Our tickets are currently sold either directly at the box office or through mobile apps, at our own website and

mobile app and through other third-party ticketing vendors. For the year ended December 31, 2023, approximately 69%

of our tickets were purchased online in the U.S., with approximately 83% of total online tickets being purchased through

our own website and mobile apps.

Imaginative Food and Beverage Initiatives. Our deployment initiatives also apply to food and beverage

enhancements. We have expanded our menu of enhanced food and beverage products to include meals, healthy snacks,

premium beers, wine and mixed drinks, and other gourmet products. Our long-term growth strategy calls for investment

across a spectrum of enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage

design improvements to the development of new dine-in theatre options. We have expanded the capabilities of our

online and mobile apps to include the ability to pre-order food and beverages when advanced tickets are purchased.

Guests then have the items ready upon arrival and available at dedicated pick-up areas or delivered to seat at select

theatres.

Our MacGuffins Bar and Lounges (“MacGuffins”) give us an opportunity to offer alcohol to our legal age

customers in our U.S. markets. As of December 31, 2023, we offered alcohol in 382 theatres in our U.S. markets and

231 theatres in our International markets.

Below is a summary of our recliner seating, Dine-In Theatres, and alcohol amenities by reportable segment as

of December 31, 2023.

U.S. Markets International Markets Consolidated

Year Ended Year Ended Year Ended

December 31, December 31, December 31,

2023 2022 2023 2022 2023 2022

Recliner screens operate

.................. 3,588 3,503 554 621 4,142 4,124

Recliner theatres operate

.................. 362 361 82 96 444 457

Dine-In screens operate

.................. 675 684 13 13 688 697

Dine-In theatres operate

.................. 49 49 3 3 52 52

umber of theatres offerin

alcohol ......... 382 357 231 236 613 593

Exciting Premium Large Format Offerings. PLF auditoriums generate our highest customer satisfaction

scores, and we believe the investment in PLFs increases the value of the movie-going experience for our guests,

ultimately leading to additional ticket revenue. To that end, we are committed to investing in and expanding our

offerings of the best sight and sound experiences through a combination of our partnerships with IMAX

and Dolby

Cinema™ and the further development of our own proprietary PLF offerings.

• IMAX

. IMAX

is one of the world’s leading entertainment technology companies, specializing in

motion picture technologies and presentations.

As of December 31, 2023, AMC was the largest IMAX

exhibitor in the U.S., with 184 IMAX

screens

and a 51% market share. Each one of our IMAX

local installations is protected by geographic exclusivity,

and as of December 31, 2023, our IMAX

screen count was 102% higher than our closest competitor.

Additionally, as of December 31, 2023, our per-screen grosses were 34% higher than our closest

competition. We also operate 33 IMAX® screens in International markets. As part of our long-term growth

strategy, we expect to continue to expand our IMAX

relationship across the U.S. and Europe, further

strengthening our position as the largest IMAX

exhibitor in the U.S. and a significant IMAX

exhibitor in

Europe.

• Dolby Cinema™. Dolby Cinema™ offers a premium cinema offering for movie-goers that combines

state-of-the-art image and sound technologies with inspired theatre design and comfort. Dolby Cinema™ at

AMC includes Dolby Vision™ laser projection and object-oriented Dolby Atmos

audio technology, as

well as AMC’s plush power reclining seats with seat transducers that vibrate with the action on screen.

As of December 31, 2023, we operated 162 Dolby Cinema™ at AMC auditoriums in the U.S. and seven

Dolby Cinema™ auditoriums in the International markets. We expect to expand the deployment of our

innovative Dolby Cinema™ auditoriums in both our U.S. and International markets as part of our long-

term growth strategy.

• In-house PLF Brands. We also offer our private label PLF experience at many of our locations, with

superior sight and sound technology and enhanced seating as contrasted with our traditional auditoriums.

These proprietary PLF auditoriums offer an enhanced theatrical experience for movie-goers beyond our

current core theatres, at a lower price premium than IMAX

or Dolby Cinema™. Therefore, it may be

especially relevant in smaller or more price-sensitive markets. As of December 31, 2023, we operated

57 screens under proprietary PLF brand names in the U.S. markets and 79 screens in the International

markets.

The following table provides detail with respect to large screen formats, such as IMAX

and our proprietary

Dolby Cinema™, other PLF screens, enhanced food and beverage offerings and our premium seating as deployed

throughout our circuit on December 31, 2023 and December 31, 2022:

U.S. Markets International Markets Consolidated

Year Ended Year Ended Year Ended

December 31, December 31, December 31,

Format 2023 2022 2023 2022 2023 2022

umber of theatres:

IMAX® ........................ 183 185 33 35 216 220

Dolb

Cinema™ theatres .......... 162 156 7 9 169 165

In-house PLF .................... 57 57 76 82 133 139

Dine-in ......................... 49 49 3 3 52 52

Premium seating ................. 362 361 82 96 444 457

umber of screens:

IMAX® ........................ 184 186 33 35 217 221

Dolb

Cinema™ theatres .......... 162 156 7 9 169 165

In-house PLF .................... 57 57 79 83 136 140

Dine-in ......................... 675 684 13 13 688 697

Premium seating ................. 3,588 3,503 554 621 4,142 4,124

Laser at AMC. We launched Laser at AMC, a broadscale initiative to upgrade the projectors at 3,500

auditoriums throughout the U.S., with cutting-edge laser projectors. The Laser at AMC experience delivered by laser

projection from Cinionic, a global leader in laser-powered cinema solutions, provides guaranteed light levels that are at

the top end of the 2D DCI specification. The technology improves image contrast, produces more vivid colors, and

maximizes brightness, compared to digital projectors with a xenon light source. We are partnering with Cinionic through

their Cinema-as-a-Service program which requires minimal upfront capital investment required by AMC. The initial

agreement to install 3,500 projectors is expected to be completed by 2026, with 1,325 installations completed as of

December 31, 2023.

3) Performance-Based Expansion and Strategic Closure of Theatres

Our long-term growth strategy includes the deployment of our strategic growth initiatives, opening new-build

theatres and continued exploration of small acquisitions. By expanding our platform through disciplined new-build

theatres and acquisitions, we are able to further deploy our proven strategic initiatives while further diversifying our

consumer base, leading to greater appeal for more films. The additional scale achieved through new-build theatres and

acquisitions also serves to benefit our business through global procurement savings and increased overhead efficiencies.

We believe that expansion offers us additional opportunities to introduce our proven guest-focused strategies to movie-

goers and will generate meaningful benefits to guests, employees, studio partners and our shareholders.

The following table sets forth our historical information concerning new builds (including expansions),

acquisitions and dispositions (including permanent closures of underperforming theatres and net construction closures)

and end-of-period operated theatres and screens through December 31, 2023:

Permanent/Tem

orar

New Builds Ac

uisitions (Closures), net Total Theatres

Number o

Fiscal Year Theatres Screens Theatres Screens Theatres Screens Theatres Screens

innin

balance ..................... 1,006 11,091

2019 ................................ 10 85 7 70 (19) (205) 1,004 11,041

2020 ................................ 8 63 1 14

(

)

(

575

)

950 10,543

2021 ................................ 10 82 11 140 (25) (203) 946 10,562

2022 ................................ 7 51 15 157

(

)

(

296

)

940 10,474

2023 ................................

—

6 31 (48) (446) 898 10,059

35 281 40 412 (183) (1,725)

4) Pursue Adjacent Opportunities that Extend the AMC Brand

We believe there is considerable opportunity to extend and monetize the AMC brand outside of our movie

theatre auditoriums. We plan to pursue opportunities that capitalize on our attractive customer base, our leading brand,

our 100+ years of food and beverage expertise, and technology capabilities.

As part of that strategy, we have expanded our food and beverage business beyond theatrical exhibition and

enter the multi-billion dollar popcorn industry with the launch of AMC Theatres Perfectly Popcorn in the U.S. markets.

• During 2023, we began offering ready-to-eat and microwaveable AMC Theatres Perfectly Popcorn

products that are available or will be available for purchase in well-known grocery stores around the

country or on-line via Amazon.com.

• Freshly popped AMC Theatres Perfectly Popcorn is available through food delivery-to-home services.

• “To Go” packages at our theatres of freshly popped popcorn are available for takeout and/or pickup.

AMC Theatres Perfectly Popcorn is an opportunity to diversify our business and to create a new food and

beverage revenue stream.

During 2023, we launched the AMC Entertainment Visa Card – the only co-branded movie theatre credit card

in the United States. AMC Entertainment Visa Card cardholders earn Stubs rewards points with every purchase and

extra points when making purchases at an AMC theatre.

We made our inaugural foray into theatrical distribution in 2023 when we, along with our sub-distribution

partners, served as the theatrical distributor for two theatrical releases: TAYLOR SWIFT | THE ERAS TOUR and

RENAISSANCE: A FILM BY BEYONCÉ. We have the potential to capitalize on new theatrical distribution opportunities

in the future which would lead to additional theatrical distribution revenue and increased admissions market share for the

films we distribute.

5) Explore Attractive Acquisitions Leveraging Our Existing Capabilities and Core Competencies

As part of our plans to pursue value-enhancing initiatives that lead to diversification of our business, we will

consider attractive and opportunistic acquisitions inside and outside the theatrical exhibition industry that leverage our

footprint and capabilities, as well as the core competencies and experiences of our management team.

Our Competitive Strengths

We believe we have the following competitive strengths:

Leading guest engagement through digital marketing and technology platforms. Through our Stubs

loyalty programs, we have developed a consumer database of approximately 32 million households, representing

approximately 64 million individuals. Our digital marketing and technology platforms allow us to engage with these

customers frequently, efficiently and on a very personalized level. We believe personalized data drives increased

engagement, resulting in higher attendance.

Leading market share in important, affluent and diverse markets. As of December 31, 2023, across our

three biggest metropolitan markets in the United States—New York, Los Angeles and Chicago, representing 18% of the

country’s total box office—we held a 44% combined market share. We operated theatres located in the top 25 U.S.

markets, holding the #1 or #2 position in 18 of those 25 markets based on box office revenue. As of December 31, 2023

we are also the #1 theatre operator in Italy, Sweden, Norway, and Finland; the #2 operator in the United Kingdom,

Ireland, Spain and Portugal, and the #4 operator in Germany. We believe our strong presence in these top markets makes

our theatres highly visible and therefore strategically more important to content providers, who rely on the large

audiences and marketing momentum provided by major markets to drive opinion-making and deliver a movie’s overall

box office results.

We also have a diversified footprint with complementary global geographic and guest demographic profiles.

We have theatres in more densely populated major metropolitan markets, where there is also a scarcity of attractive retail

real estate opportunities, as well as complementary suburban and rural markets. Guests from different demographic and

geographic profiles have different tastes in movies, and we believe by broadening our geographic base, we can help

mitigate the impact of film genre volatility on our box office revenues.

Well located and highly productive theatres. Our theatres are generally located in the top retail centers

across the U.S. We believe this provides for long-term visibility and higher productivity and is a key element in the

success of our enhanced food and beverage and more comfort and convenience initiatives. Our location strategy,

combined with our strong major market presence, enable us to deliver industry-leading theatre-level productivity. During

the year ended December 31, 2023, 9 of the 10 highest grossing theatres in the U.S. were AMC theatres, according to

data provided by Comscore. During the same period, AMC’s U.S. markets average total revenues per theatre was

approximately $6.6 million. This per unit productivity is important not only to content providers, but also to developers

and landlords, for whom per location and per square foot sales numbers are critical measures.

Our AMC Classic branded theatres are located primarily in smaller, suburban and rural markets, which affects

total revenues per theatre. However, in general, theatres located in smaller suburban and rural markets tend to have less

competition and a lower cost structure.

In our International markets, many theatres are located in top retail centers in major metropolitan markets with

high visibility. We believe that deploying our proven strategic initiatives in these markets will help drive attendance and

greatly improve productivity. Other theatres are in larger and mid-sized cities and towns in affluent regions.

Deployment of unique pricing structures to enhance revenue. We have developed a dedicated pricing

department and, as a result, we have deployed several different strategic pricing structures that have increased revenue

and profitability.

A-List is our monthly subscription-based tier of our Stubs loyalty program. This program offers guests

admission to movies at AMC up to three times per week, including multiple movies per day and repeat visits to movies

from $19.95 to $24.95 depending on geographical market. We also offer Stubs members “Discount Tuesday”, a reduced

price for movie attendance on Tuesdays.

Sources of Revenue

Box Office Admissions and Film Content. Box office admissions are our largest source of revenue. We

predominantly license theatrical films from distributors owned by major film production companies and from

independent distributors on a film-by-film and theatre-by-theatre basis. Film exhibition costs are based on a share of

admissions revenues and are accrued based on estimates of the final settlement pursuant to our film licenses. These

licenses typically state that rental fees are based on the box office performance of each film, though in certain

circumstances and less frequently, our rental fees are based on a mutually agreed settlement rate that is fixed. In some

European territories, film rental fees are established on a weekly basis and some licenses use a per capita agreement

instead of a revenue share, paying a flat amount per ticket.

During the year ended December 31, 2023, films licensed from our seven largest movie studio distributors

based on revenues accounted for approximately 84% of our U.S. admissions revenues, which consisted of Universal,

Disney, Warner Bros., Sony, Paramount, Lionsgate, and 20th Century Studios. In Europe, approximately 78% of our box

office revenue came from films attributed to our five largest movie distributor groups, which consisted of Universal,

Warner Bros., Disney, Sony, and Paramount. Our revenues attributable to individual distributors may vary significantly

from year to year depending upon the commercial success of each distributor’s films in any given year.

During 2023 we, along with our sub-distribution partners, served as the theatrical distributor for two theatrical

releases: TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE: A FILM BY BEYONCÉ. The distribution business is

a new source of revenue that we have the potential to capitalize on in the future.

Food and Beverage. Food and beverage sales are our second largest source of revenue after box office

admissions. We offer enhanced food and beverage products that include meals, healthy snacks, premium liquor, beer and

wine options, and other gourmet products. Our long-term growth strategy calls for investment across a spectrum of

enhanced food and beverage formats, ranging from simple, less capital-intensive food and beverage menu improvements

to the expansion of our Dine-In-Theatre brand.

We currently operate 49 Dine-In-Theatres in the U.S. and three Dine-In-Theatres in Europe that deliver

chef-

inspired menus with seat-side or delivery service to luxury recliners with tables. Our recent Dine-In-Theatre

concepts are designed to capitalize on the latest food service trend, the fast and casual eating experience.

MacGuffins give us an opportunity to offer alcohol to our legal age customers in our U.S. markets. As of

December 31, 2023, we offered alcohol in approximately 382 theatres in our U.S. markets and 231 theatres in our

International markets and continue to explore expansion globally.

During 2023 we began offering ready-to-eat and microwaveable AMC Theatres Perfectly Popcorn products that

are available or will be available for purchase in well-known grocery stores around the country or on-line via

Amazon.com

Theatrical Exhibition Industry and Competition

U.S. markets. In the U.S., the movie exhibition business is large and mature, however, the number of total

screens in the U.S. has declined since the onset of the COVID-19 pandemic. We believe it is the quality of the

movie-

going experience that will define our future success. Whether through enhanced food and beverage options (Food

and Beverage Kiosks, Marketplaces, Coca-Cola Freestyle, MacGuffins or Dine-in-Theatres), more comfort and

convenience (recliner seating, open-source internet ticketing, reserved seating), engagement and loyalty (AMC Stubs®,

mobile apps, social media, or AMC Investor Connect) or sight and sound (digital and laser projection, 3D, Dolby

Cinema™ at AMC, IMAX® or other PLF screens), it is the ease of use and the amenities that these innovations bring to

customers that we believe will help drive sustained profitability in the years ahead.

The following table represents information about the U.S./Canada exhibition industry obtained from the

National Association of Theatre Owners, with the exception of box office revenues for calendar years 2023, 2022, and

2021 obtained from Comscore. See Management’s Discussion and Analysis of Financial Condition and Results of

Operations under Part II, Item 7 thereof for information regarding our operating data:

Box Office Average

Revenues Attendance Ticket

Calendar Year (in millions) (in millions) Price

2023 ............................................................... $9,034 833 $ 10.84

2022 ............................................................... 7,454 708 10.53

2021 ............................................................... 4,544 447 10.17

2020 ............................................................... 2,205 240 9.18

2019 ............................................................... 11,400 1,244 9.16

2018 ............................................................... 11,880 1,304 9.11

2017 ............................................................... 11,091 1,236 8.97

2016 ............................................................... 11,372 1,314 8.65

2015 ............................................................... 11,120 1,320 8.42

2014 ............................................................... 10,400 1,270 8.19

Based on information obtained from Comscore, we believe that the three largest exhibitors, in terms of

U.S./Canada box office revenue (AMC, Regal Entertainment Group, and Cinemark Holdings, Inc.) generated

approximately 54% of the box office revenues in 2023.

International markets. Movie-going is a popular leisure activity with high penetration across key geographies

in our International markets. Theatre appeal has proven resilient to competition for consumers’ leisure spending and to

recessionary periods. The European market lags the U.S. market across a number of factors, including annual spend per

customer, number of IMAX

screens, and screens per capita, which causes us to believe that the deployment of our

customer initiatives will be successful in these markets. Additionally, our European markets are more densely populated

and operate with fewer screens per one million of population, making the screens more valuable.

U.S. films generate the majority of the box office in Europe, but movie-goers in specific geographies also

welcome locally produced films with local actors and familiar story lines which can mitigate film genre attendance

fluctuations.

The following table provides information about the exhibition industry attendance for the International markets

where we operate obtained from territory industry trade sources; see Management’s Discussion and Analysis of

Financial Condition and Results of Operations under Part II, Item 7 thereof for information regarding our operating data:

Calendar Year

(In millions) 2023 2022 2021 2020 2019

United Kin

dom ................................... 124.4 117.5 74.6 44.0 176.0

German

.......................................... 96.3 78.6 42.5 37.3 119.9

Ital

............................................. 75.9 47.9 26.6 30.2 104.7

Spain ............................................. 75.0 59.8 41.5 28.7 105.8

Portu

al .......................................... 11.8 9.2 5.3 3.6 15.2

Irelan

........................................... 11.6 10.7 6.1 3.9 15.1

Sweden ........................................... 11.2 10.4 6.1 5.4 15.8

orwa

........................................... 9.3 8.8 5.6 4.8 11.3

Finlan

........................................... 7.2 5.8 3.4 3.9 8.4

Total ............................................. 422.7 348.7 211.7 161.8 572.2

Competition. Our theatres are subject to varying degrees of competition in the geographic areas in which they

operate. Competition is often intense with respect to attracting patrons, licensing motion pictures and finding new theatre

sites. Where real estate is readily available, it is easier to open a theatre near one of our theatres, which may adversely

affect operations at our theatre. However, in certain of our densely populated major metropolitan markets, we believe a

scarcity of attractive retail real estate opportunities enhances the strategic value of our existing theatres. We also believe

the complexity inherent in operating in these major metropolitan markets is a deterrent to other less sophisticated

competitors, protecting our market share position.

The theatrical exhibition industry faces competition from other forms of out-of-home entertainment, such as

concerts, amusement parks and sporting events, and from other distribution channels for filmed entertainment, such as

video streaming services, premium video on demand (“PVOD”), cable television, pay-per-view, and home video

systems, as well as from all other forms of entertainment.

We believe movie-going is a compelling consumer out-of-home entertainment experience. Movie theatres

currently garner a relatively small share of overall consumer entertainment time and spend, and our industry benefits

from available capacity to satisfy additional consumer demand.

Seasonality

Our revenues are dependent upon the timing of motion picture releases by distributors. The most marketable

motion pictures are usually released during the summer and the year-end holiday seasons. Therefore, our business is

seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons.

Regulatory Environment

Our theatres in the U.S. must comply with Title III of the Americans with Disabilities Act (“ADA”).

Compliance with the ADA requires that public accommodations, including websites and mobile apps for such

accommodations, be accessible to individuals with disabilities and that new construction or alterations are made to

conform to accessibility guidelines. Non-compliance with the ADA could result in the imposition of injunctive relief,

fines, and awards of damages to private litigants and additional capital expenditures to remedy such noncompliance. As

an employer covered by the ADA, we must make reasonable accommodations to the limitations of employees and

qualified applicants with disabilities, provided that such reasonable accommodations do not pose an undue hardship on

the operation of our business. In addition, many of our employees are covered by various government employment

regulations, including minimum wage, overtime and working conditions regulations. In Europe, all territories have

similar national regulations relating to disabilities.

Our operations also are subject to federal, state and local laws regulating such matters as construction,

renovation and operation of theatres, as well as wages and working conditions, citizenship, health and sanitation

requirements, consumer and employee privacy rights, and licensing, including alcoholic beverage sales. We believe our

theatres are in material compliance with such requirements.

We own and operate theatres and other properties in the United States, United Kingdom, Spain, Italy, Germany,

Portugal, Ireland, Sweden, Finland, Norway, and Denmark, which are subject to various federal, state and local laws and

regulations. Certain of these laws and regulations, including those relating to environmental protection, may impose joint

and several liability on certain statutory classes of persons for the costs of investigation or remediation of contamination,

regardless of fault or the legality of original disposal. We believe our theatres are in material compliance with such

requirements.

Human Capital Resources

Our People. AMC promotes a healthy culture where people are encouraged to achieve their personal best and

work together with integrity and openness to change. AMC associates are core to our commitment to deliver the best

theatrical experience in the world. They uphold AMC’s mission of focusing on the guest experience where excellent

customer service is complemented with amazing food and beverage, comfort, and premium sight and sound.

As of December 31, 2023, we employed a total of 33,812 associates consisting of 2,881 full-time and

30,931 part-time associates, up from a total of 33,694 associates consisting of 2,787 full-time and 30,907 part-time

associates as of December 31, 2022. Among our 33,812 associates, we employed 24,165 in the United States and

9,647 in our international markets.

Talent Acquisition, Development and Retention. Critical to our operation is the hiring, development, and

retention of qualified associates who support our guest-focused mission. Acquiring the right talent at speed and scale is a

core capability that we regularly monitor and manage, given the need to rapidly staff our frontline operations at certain

times of the year. Once hired, we train for success, creating experiences and programs that promote performance,

growth, and long-term career opportunities. Programs like our Leadership Academy (AMC) and Incredible Leadership

(Odeon) are designed to upskill and enhance managerial capability, facilitate quality execution of our business

initiatives, drive guest satisfaction, and increase return on investment. Furthermore, our trainings include compulsory

modules that meet regulatory requirements, policy enforcement and best practices to adhere to employment laws,

practical tactics for safety and security, and compliance with anti-corruption regulations. Our measures to maintain a

holistic view of the associate experience support the needs of our associates through engagement opportunities,

including recognition programs and events.

Diversity, Equity and Inclusion (“DEI”). Belonging is fundamental to our culture and key to our success.

AMC’s efforts around DEI help us maintain a global workforce as diverse as the guests we serve and the movies we

show on our screens. We provide a multi-channel approach to building awareness and training to reinforce an inclusive

workplace through continuous learning opportunities. AMC has five DEI councils that are most representative of the

largest diverse communities in our workforce: Women (42%), Latinx (27%), African American (19%), Asian

American & Pacific Islander (4%), and LGBTQ+ (an emerging number). By appointing AMC officers to serve as

Executive Sponsors, we ensure these efforts are championed at the highest levels of the Company, which has resulted in

improved openness and reinforced the importance of all types of diversity in delivering our business outcomes. Our

culture is strengthened as we embrace our diversity and lead with fairness and impartiality to create a more inclusive

workplace. Additionally, our work has been recognized externally: AMC has received a perfect score for 15 consecutive

years on the Human Rights Campaign Foundation’s Corporate Equality Index as one of the Best Places to Work for

LGBTQ Equality; 9 consecutive years as one of the Best Places to Work for people with disabilities through the

Disability Equality Index; named one of Forbes Best Employers for Diversity from 2018-2022, and most recently

recognized by Newsweek as one of America’s Greatest Workplaces for Diversity, America’s Greatest Workplaces

for LGBTQ+, America’s Greatest Workplaces for Job Starters, and America’s Greatest Workplaces for

Parents & Families.

Compensation, Benefits, Safety and Wellness. We offer market competitive salaries and wages, generally

targeting market median, to attract and retain qualified talent. Our compensation programs are designed to drive

engagement and support business objectives through pay-for-performance and incentive opportunities that reward the

achievement of operational and financial goals. As part of our ongoing efforts to monitor and maintain pay equity, we

partner with advisory companies to conduct statistical pay analysis using industry best practices to ensure pay programs

are administered equitably. We also use the services of independent compensation consulting firms to advise on matters

including market competitiveness and program design.

In addition, we prioritize and invest in our associate’s health and welfare. Our “LiveWell” philosophy is based

on a whole person approach to physical, fiscal, and emotional wellness tailored to the diverse needs of our global

workforce in each country we operate. Examples, include global Employee Assistance Programs, Headspace

Mindfulness application, Cuckoo application, and Mental Health First Aiders training. Comprehensive health and

welfare benefits for eligible associates are supplemented with specific programs to manage or improve common health

conditions, a variety of voluntary benefits to satisfy individual needs, and paid time off.

Our commitment to the safety and health of our associates continues to be a top priority as demonstrated by our

ongoing professional training and awareness campaigns. All Theatre Support Center and Theatre Leadership associates

complete in-person and online courses focused on professionalism, safety, and security that meet or exceed regulatory

requirements and best practices as determined by the Equal Employment Opportunities Commission (“EEOC”),

Payment Card Industry (“PCI”), Securities and Exchange Commission (“SEC”), and Sarbanes-Oxley Act (“SOX”).

Available Information

We make available free of charge on our website (www.amctheatres.com) under “Investor Relations” /

Financial Performance”/ “SEC Filings,” annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports

on Form 8-K, proxy materials on Schedule 14A and amendments to those reports as soon as reasonably practicable after

we electronically file or furnish such materials with the Securities and Exchange Commission. The contents of our

website are not incorporated into this report. The Securities and Exchange Commission maintains a website

(www.sec.gov) that contains reports, proxy and information statements and other information about the Company.

Information about our Executive Officers

The following table sets forth certain information regarding our executive officers and key employees as of

February 28, 2024:

Name Age Position(s) Held

Adam M. Aron ..... 69 Chairman of the Board, Chief Executive Officer and President

Sean D. Goodman . . 58 Executive Vice President, International Operations, Chief Financial Officer and Treasure

Elizabeth Fran

. . . . 54 Executive Vice President, Worldwide Pro

rammin

and Chief Content Office

Daniel Ellis . . . . . . . 55 Executive Vice President, Chief Operations and Development Office

Ellen Copaken . . . . . 47 Senior Vice President, Marketin

Kevin M. Conno

. . . 61 Senior Vice President, General Counsel and Secretar

Chris A. Cox ...... 58 Senior Vice President, Chief Accountin

Officer

Carla C. Chavarria . . 58 Senior Vice President, Chief Human Resources Office

All our current executive officers hold their offices at the pleasure of our board of directors, subject to rights

under their respective employment agreements in some cases. There are no family relationships between or among any

executive officers.

Mr. Adam Aron has served as Chief Executive Officer, President and a director of the Company since

January 2016, and as Chairman of the Board since July 2021. From February 2015 to December 2015, Mr. Aron was

Chief Executive Officer of Starwood Hotels and Resorts Worldwide, Inc. and served on its board of directors from 2006

to 2015. Since 2006, Mr. Aron also has served as Chairman and Chief Executive Officer of World Leisure Partners, Inc.,

which he founded and which serves as a personal consultancy for matters related to travel and tourism, high-end real

estate development, and professional sports. Mr. Aron served as Chief Executive Officer and Co-Owner of the

Philadelphia 76ers from 2011 to 2013, and remained an investor in the team through early 2023. From 2006 to 2015,

Mr. Aron served as Senior Operating Partner of Apollo Management L.P., a leading private equity investor. During the

past ten years, Mr. Aron has previously served on the board of directors of Norwegian Cruise Line Holdings, Ltd.,

Centricus Acquisitions Corp, Prestige Cruise Holdings Inc., and HBSE (which is a private company that owns the

NHL’s New Jersey Devils and the NBA’s Philadelphia 76ers). Mr. Aron received a Master’s of Business Administration

degree with distinction from the Harvard Business School and a Bachelor of Arts degree cum laude from Harvard

College. Mr. Aron brings to the Board significant business and executive leadership experience, including valuable

insight into consumer services. In a variety of industries, he has more than 30 years of experience as a Chief Executive

Officer, more than 35 years of experience as a corporate director, and more than 45 years of consumer-engagement

experience.

Mr. Sean D. Goodman is AMC’s Executive Vice President, Chief Financial Officer and Treasurer.

Mr. Goodman’s areas of responsibility at AMC include international operations, information technology, and

procurement. Mr. Goodman has served on the Board of Directors of Hycroft Mining, Inc. as AMC’s representative since

April 2022. Prior to joining AMC in December 2019, Mr. Goodman was the Chief Financial Officer of Fortune 500

retailer Asbury Automotive Group, Inc. from July 2017 to November 2019. Earlier in his career, Mr. Goodman held

Chief Financial Officer roles at Unifi, Inc. and Landis+Gyr, AG. In addition, Mr. Goodman served in strategy and

finance leadership roles at Fortune 20 retailer The Home Depot, Inc. Mr. Goodman began his career as an investment

banker with Morgan Stanley, Inc. and in various consulting and accounting positions with Deloitte LLP. Mr. Goodman

has a Master’s of Business Administration degree from The Harvard Business School and a Bachelor of Business

Science Degree (with honors) from the University of Cape Town in South Africa. Mr. Goodman is a certified public

accountant.

Ms. Elizabeth Frank has served as Executive Vice President, Worldwide Programming and Chief Content

Officer for AMC since July 2012. Between August 2010 and July 2012, Ms. Frank served as Senior Vice President,

Strategy and Strategic Partnerships. From 2006 to 2010, Ms. Frank served as Senior Vice President of Global Programs

for AmeriCares. From 2003 to 2006, Ms. Frank served as Vice President of Corporate Strategic Planning for Time

Warner Inc. Prior to Time Warner Inc., Ms. Frank was a partner at McKinsey & Company for nine years. Ms. Frank

holds a Bachelor of Business Administration degree from Lehigh University and a Master’s of Business Administration

from The Harvard Business School.

Mr. Daniel Ellis has served as the Executive Vice President, Chief Operations and Development Officer since

March 2022. From March 2020 to March 2022, he served as Senior Vice President Development & International. From

December 21, 2016 to March 2020, he served as Senior Vice President, Domestic Development. From August 2011 until

December 2016, Mr. Ellis was Senior Vice President, General Counsel and Secretary of Carmike Cinemas, Inc. From

1999 until 2011, Mr. Ellis served in several roles with Lodgian, Inc., including as President, Chief Executive Officer,

and a member of the Board of Directors from 2009 through 2010 and Senior Vice-President, General Counsel and

Secretary from 2002 through 2009. Prior to joining Lodgian, Mr. Ellis was engaged in private law practice and also

served as an Assistant District Attorney for the State of Georgia. Mr. Ellis holds a Bachelor of Business Administration

from Georgia Southern University, a Master’s of Business Administration from Mercer University, and a Juris Doctorate

degree from the University of Mississippi.

Ms. Ellen Copaken has served as Senior Vice President, Marketing of AMC since August 2023. Between

February 2022 and August 2023, Ms. Copaken served as Vice President, Growth Strategy and led all aspects of AMC’s

Perfectly Popcorn home popcorn product launch. Prior to joining AMC, Ms. Copaken served as Partner at global

innovation consulting firm, Sterling Rice Group, where she led client relationships and growth strategy engagements in

foodservice, retail, consumer package goods and hospitality industries. Previously, she worked in marketing leadership

roles for Frito-Lay, PepsiCo and Hostess Brands in general management, innovation and brand management. During her

time in the consumer-packaged goods industry, she launched dozens of new food and beverage products in grocery,

retail and restaurant/foodservice. Ms. Copaken has a Bachelor of Arts from University of Pennsylvania and a Master’s of

Business Administration from The Wharton School.

Mr. Kevin M. Connor has served as Senior Vice President, General Counsel and Secretary of AMC since

April 2003. Prior to April 2003, Mr. Connor served as Senior Vice President, Legal beginning November 2002. Prior

thereto, Mr. Connor was in private practice in Kansas City, Missouri as a partner with the firm Seigfreid Bingham, P.C.

from October 1995. Mr. Connor holds a Bachelor of Arts degree in English and History from Vanderbilt University, a

Juris Doctorate degree from the University of Kansas School of Law and LLM in Taxation from the University of

Missouri-Kansas City.

Mr. Chris A. Cox has served as Senior Vice President, Chief Accounting Officer of AMC since June 2010.

Prior thereto Mr. Cox served as Vice President and Chief Accounting Officer since May 2002. Prior to May 2002,

Mr. Cox had served as Vice President and Controller since November 2000. Previously, Mr. Cox had served as Director

of Corporate Accounting for the Dial Corporation from December 1999 until November 2000. Prior to Dial Corporation,

Mr. Cox held various positions at PwC LLP. Mr. Cox holds a Bachelor of Business Administration in Accounting and

Finance degree from the University of Iowa.

Ms. Carla C. Chavarria has served as Senior Vice President, Chief Human Resources Officer of AMC since

January 2019 and Senior Vice President, Human Resources of AMC since January 2014. Ms. Chavarria served as Vice

President, Human Resources Services from September 2006 to January 2014. Prior thereto, Ms. Chavarria served as

Vice President, Recruitment and Development from April 2005 to September 2006. Ms. Chavarria’s prior experience

includes human resources manager and director of employment practices. Ms. Chavarria holds a B.S. from The

Pennsylvania State University.

Item 1A. Risk Factors.

The following is a summary list of risk factors:

Financial Risks

• absent more normalized levels of attendance and operating revenues, our ability to obtain additional

liquidity, which if not realized or is insufficient, likely would result in us seeking an in-court or out-of-

court restructuring of our liabilities, and in the event of such future liquidation or bankruptcy proceeding,

holders of our Common Stock and other securities would likely suffer a total loss of their investment;

• our substantial level of indebtedness and our current liquidity constraints could adversely affect our financial

condition and our ability to service our indebtedness, to pre-pay debt, and to refinance debt and to do so with

comparable interest rates or other favorable terms, and our ability to take advantage of certain business

opportunities, which could negatively impact the ability of investors to recover their investment in our Common

Stock;

• risks relating to impairment losses, including with respect to goodwill and other intangibles, and theatre

and other closure charges;

• limitations on the availability of capital or poor financial results may prevent us from deploying strategic

initiatives; and

• we are currently not paying dividends and in the future may not generate sufficient cash flows or have

sufficient restricted payment capacity under our Credit Agreement or the indentures governing our debt

securities to pay dividends on our Common Stock.

Operational Risks

• risks relating to motion picture production and theatrical performance;

• our lack of control over distributors of films;

• increased use of alternative film delivery methods, including premium video on demand or other forms of

entertainment;

• shrinking exclusive theatrical release windows or release of movies to theatrical exhibition and streaming

platforms on the same date, and the production and theatrical release of fewer movies as a consequence of

labor stoppages, increased cost of production, decreased consumer demand, or changes in strategic focus of

studios;

• intense competition in the geographic areas in which we operate among exhibitors or from other forms of

entertainment;

• failures, unavailability or security breaches of our information systems;

• dependence on key personnel for current and future performance and our ability to attract and retain senior

executives and other key personnel, including in connection with any future acquisitions;

• our ability to achieve expected synergies, benefits and performance from our strategic theatre acquisitions

and strategic initiatives;

• the risk of severe weather events or other events caused by climate change disrupting or limiting

operations;

• general and international economic, political, regulatory, social and financial market conditions, including

potential economic recession, inflation, and other risks that may negatively impact discretionary income

and our operating revenues and attendance levels;

• the availability and/or cost of energy in Europe may negatively impact our operating results;

• supply chain disruptions, labor shortages, and inflation may negatively impact our operating results;

• optimizing our theatre circuit through new construction and the transformation of our existing theatres may

be subject to delay and unanticipated costs; and

• the expiration of our current equity incentive plan could cause difficulties in retaining and hiring

executives, which could cause an adverse impact on cash flow or adverse accounting consequences from

alternative forms of compensation.

Regulatory Risks

• general and international economic, political, regulatory, social and financial market conditions, including

potential economic recession, inflation, and other risks that may negatively impact discretionary income

and our operating revenues and attendance levels;

• review by antitrust authorities in connection with acquisition opportunities;

• risks relating to the incurrence of legal liability, including costs associated with ongoing securities class

action lawsuits;

• increased costs in order to comply or resulting from a failure to comply with governmental regulation,

including the GDPR and all other current and pending privacy and data regulations in the jurisdictions

where we have operations; and

• the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including

the conflict between Russia and Ukraine and other international conflicts.

Risks Related to our Shares

• there has been significant recent dilution and there may continue to be additional future dilution of our

Common Stock, which could adversely affect the market price of shares of our Common Stock;

• the market prices and trading volumes of our shares of Common Stock have experienced, and may continue

to experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial

losses;

• the risk of a “short squeeze” due to a sudden increase in demand for shares of our Common Stock that

largely exceeds supply and/or focused investor trading in anticipation of a potential short squeeze has led

to, may be currently leading to, and could again lead to, extreme price volatility in shares of our Common

Stock;

• there is no guarantee that our retail stockholders will continue to support AMC in the future, and negative

sentiment among AMC’s retail stockholder base in the future could have a material adverse impact on the

market price of the Common Stock and investor’s investment therein;

• future offerings of debt, which would be senior to our Common Stock upon liquidation, and/or other

preferred equity securities, which may be senior to our Common Stock for purposes of distributions or

upon liquidation, could adversely affect the market price of our Common Stock;

• anti-takeover protections in our certificate of incorporation and our bylaws may discourage or prevent a

takeover of our Company, even if an acquisition would be beneficial to our stockholders;

• an issuance of preferred stock, including the Series A Convertible Participating Preferred Stock, could

dilute the voting power of the common stockholders and adversely affect the market value of our Common

Stock;

• information available in public media that is published by third parties, including blogs, articles, online

forums, message boards and social and other media may include statements not attributable to the

Company and may not be reliable or accurate; and

• increases in market interest rates may cause potential investors to seek higher returns and therefore reduce

demand for our Common Stock, which could result in a decline in the market price of our Common Stock.

Financial Risks

In the absence of significant increases in operating revenues and attendance from current levels, or obtaining significant

additional sources of liquidity, an investment in our Common Stock is highly speculative; holders of our Common Stock

could suffer a total loss of their investment.

To remain viable beyond the next twelve months, the Company is expected to require additional sources of

liquidity, reductions or abatements of its rent obligations and/or significant increases in operating revenues and

attendance levels, see Liquidity and Capital Resources—For the Year Ended December 31, 2023 Compared to the Year

Ended December 31, 2022 included in Part II, Item 7 thereof for further information regarding operating revenue and

attendance assumptions. The required amounts of additional liquidity may be material. Although the Company

believes that cash flow from operations will be sufficient to meet its material cash requirements over the next

twelve months, it is actively continuing to explore additional sources of liquidity. The Company is unable to

determine at this time whether any additional sources of liquidity will be available to it or if available, individually

or taken together, will be sufficient to address its potential liquidity needs. There is significant uncertainty as to

whether these potential sources of liquidity will be realized or that they will be sufficient to generate the material

amounts of additional liquidity that may be required until the Company is able to achieve more normalized levels

of attendance and operating revenues. Any individual source of liquidity that the Company is pursuing may not be

sufficient to address all the Company’s future liquidity requirements, and even if all of the potential sources of

liquidity that the Company is pursuing are available, they may not be sufficient to address the Company’s liquidity

requirements. Further, any relief provided by lenders, governmental agencies, and business partners may not be

adequate and may include onerous terms, scheduled film releases may fail to drive increased operating revenues and

attendance, scheduled releases may be postponed or moved to the home video market, or the attendance levels of, and

revenues generated by, our theatres may normalize at a level that will not support our substantial amount of

indebtedness, rent liabilities or other obligations. Due to these factors, if the Company is unable to obtain the

necessary additional sources of liquidity, an investment in our Common Stock is highly speculative.

Significant impacts on our business caused by changes in the film exhibition industry during the course of

and after the COVID-19 pandemic include, and are likely to continue to include, among others: (1) decreased

attendance at our theatres, including due to changes in consumer behavior in favor of viewing feature-length

movies at home on directly to video streaming or PVOD platforms or spending on alternative forms of

entertainment, (2) unavailability of employees due to general shortages in the labor market, (3) our inability to

generate significant cash flow from operations if our theatres continue to operate at significantly lower than

historical levels, which could lead to a need to increase our indebtedness, and negatively impact our ability to

comply with the financial covenants, as applicable, in our debt agreements and (4) our inability to service our

existing and future indebtedness or other liabilities.

With the changing operating landscape for the film exhibition industry following the COVID-19

pandemic, coupled with decreases in revenue during that time frame, we may face difficulty in maintaining

relationships with our creditors, landlords, vendors, motion picture distributors, customers, and employees. Since

the outbreak of the COVID-19 virus, some movie studios have reduced the theatrical exclusive release window,

have skipped a theatrical release and released their movies through streaming or other channels, or have announced

that future theatrical releases will be released concurrently through streaming channels. Studios may continue to do

so with additional releases.

Work stoppages by the Writers Guild of America and Screen Actors Guild–American Federation of

Television and Radio Artists during 2023 also had an impact upon the production pipeline for theatrical releases by

most studios, which are expected to have the effect of decreasing the volume of theatrical releases in 2024, and

therefore negatively affect our attendance levels and revenue. The new collective bargaining agreements with these

labor unions may lead to increased costs to create content, which could cause studios to demand greater fees for the

exhibition of their motion pictures, or further reduce the amount of future theatrical releases.

In the event the Company’s operating revenues do not continue to increase to pre-COVID-19 levels, we

would seek to negotiate with creditors changes to our balance sheet liabilities and continue to take steps to reach

agreements with our landlords to reduce or abate our rent obligations. Ultimately, if operating revenues do not

normalize and we are unsuccessful in restructuring our liabilities, we would face the risk of a future liquidation or

bankruptcy proceeding, in which case holders of the Company’s Common Stock would likely suffer a total loss of

their investment.

Our substantial level of indebtedness and liquidity constraints could adversely affect our financial condition and our ability

to service our indebtedness, which could negatively impact an investor’s ability to recover their investments in the Common

Stock.

We have a substantial amount of indebtedness, which requires significant interest payments. As of

December 31, 2023, the carrying value of our corporate borrowings and finance lease obligations were $4,577.4 million

($4,504.3 million aggregate principal amount) and $55.4 million, respectively. As of December 31, 2023, we also had

approximately $4.5 billion of discounted rental payments under operating leases (with a weighted average remaining

lease term of 8.7 years).

Including repayments of deferred lease amounts, the Company’s cash expenditures for rent increased

substantially in the second, third, and fourth quarters of 2021 and throughout 2022 and 2023 as previously deferred rent

payments and landlord concessions started to become current obligations. The Company received rent concessions

provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic. These

concessions primarily consisted of rent abatements and the deferral of rent payments. As a result, deferred lease amounts

were approximately $56.3 million as of December 31, 2023. See Note 3—Leases in the Notes to the Consolidated

Financial Statements under Part II, Item 8 thereof, for a summary of the estimated future repayment terms for the

deferred lease amounts due to COVID-19.

Our substantial level of indebtedness and the current constraints on our liquidity could have important

consequences, including the following:

• we entered into the Ninth Amendment (as defined in Note 8—Corporate Borrowings and Finance Lease

Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof), pursuant to

which the requisite revolving lenders party thereto agreed to extend the fixed date for the termination

of the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit

Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh

Amendment (as defined in Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to

the Consolidated Financial Statements under Part II, Item 8 thereof) and Twelfth Amendment (as defined

in Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial

Statements under Part II, Item 8 thereof) from March 31, 2022 to March 31, 2023 and then from

March 31, 2023 to March 31, 2024, respectively, in each case, as described, and on the terms and

conditions specified, therein, including a minimum liquidity requirement of $100 million during the

covenant suspension period. A breach of any condition to the financial covenant suspension set forth

in the Credit Agreement may result in an event of default under the Credit Agreement or resume

testing of the financial covenant. The current maturity date of the Senior Secured Revolving Credit

Facility is April 22, 2024 and we currently do not expect to extend such maturity or replace the Senior

Secured Revolving Credit Facility upon such maturity;

• we must use a substantial portion of our cash flow from operations to pay interest and principal on our

indebtedness, which reduces or will reduce funds available to us for other purposes such as working

capital, capital expenditures, other general corporate purposes and potential acquisitions;

• our ability to refinance such indebtedness or to obtain additional financing for working capital, capital

expenditures, acquisitions or general corporate purposes may be impaired;

• we are exposed to fluctuations in interest rates because our senior credit facilities have variable rates

of interest;

• our leverage may be greater than that of some of our competitors, which may put us at a competitive

disadvantage and reduce our flexibility in responding to current and changing industry and financial

market conditions;

• there are significant constraints on our ability to incur additional debt; and

• we may be more vulnerable to economic downturn and adverse developments in our business.

We and our subsidiaries may be able to incur additional indebtedness in the future, subject to the

restrictions and compliance obligations contained in the agreements governing our indebtedness. To the extent new

indebtedness is added to our debt levels, including as a result of satisfying interest payment obligations on certain

of our indebtedness with payments-in-kind, the related risks that we now face could intensify.

Our ability to meet our expenses, to remain in compliance with our covenants under our debt instruments

and to make future principal and interest payments in respect of our debt depends on, among other factors, our

operating performance, competitive developments and financial market conditions, all of which are significantly

affected by financial, business, economic and other factors outside of our control. Given current industry and

economic conditions, our cash flow may not be sufficient to allow us to pay principal and interest on our debt and

meet our other obligations.

To the extent our relationship with lenders is negatively affected by disputes that may arise from time to

time, it may be more difficult to seek covenant relief, if needed, or to raise additional funds in the future.

We may incur future impairment charges to goodwill, other intangibles, or long-lived assets and future theatre and

other closure charges.

We have a significant amount of goodwill on our balance sheet as a result of acquisitions. As of December 31,

2023, goodwill recorded on our consolidated balance sheet totaled $2,358.7 million. If the market price of our Common

Stock declines, if the fair value of our debt declines, or if other events or circumstances change that would more likely

than not reduce the fair value of our reporting units below their respective carrying value, all or a portion of our goodwill

may be impaired in future periods.

We review long-lived assets, goodwill, indefinite-lived intangible assets and other intangible assets and theatre

assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully

recoverable. The review for goodwill compares the fair value for each of our reporting units to their associated carrying

value. Factors that could lead to impairment of goodwill and intangible assets include adverse industry or economic

trends, reduced estimates of future cash flows, and declines in the market price of our Common Stock or declines in the

fair value of our debt. Our valuation methodology for assessing impairment requires management to make judgments

and assumptions based on historical experience and projections of future operating performance, including estimating

the fair value of our corporate borrowings and finance lease liabilities. We may be required to record future charges to

earnings during the period in which an impairment of goodwill or intangible assets is determined to exist. During the

years ended December 31, 2023, December 31, 2022, and December 31, 2021, we recorded impairment of long-lived

asset charges of $106.9 million, $133.1 million, $77.2 million, respectively. The assets impaired during year 2023

included 68 theatres in the U.S. markets with 738 screens and 57 theatres in the International markets with 488 screens.

We did not record any goodwill non-cash impairment charges during the years ended December 31, 2023, December 31,

2022, and December 31, 2021 as we determined it was not more likely than not that the fair value of our reporting units

was below their respective carrying values.

Limitations on the availability of capital and reductions to capital expenditures may delay or prevent deployment of

strategic initiatives.

Implementation of our key strategic initiatives, including premium sight and sound, other upgrades to

auditoriums, and food and beverage enhancements require significant capital expenditures. Our gross capital

expenditures were approximately $225.6 million, $202.0 million, and $92.4 million for the years ended December 31,

2023, December 31, 2022 and December 31, 2021, respectively. We estimate that our cash outflows for capital

expenditures, net of landlord contributions, will be approximately $175 million to $225 million for the year ending

December 31, 2024 to maintain and enhance operations. A lack of available capital resources due to business

performance or other financial commitments could prevent or delay the deployment of innovations in our theatres. We

may reduce capital expenditures significantly or seek additional financing or issue additional securities, which may

affect the timing and scope of growth strategy. We cannot be certain that we will be able to obtain new financing on

favorable terms, or at all. In addition, covenants under our existing indebtedness limit our ability to incur additional

indebtedness, and the performance of any additional or improved theatres may not be sufficient to service the related

indebtedness that we are permitted to incur.

We are currently not paying dividends and in the future may not generate sufficient cash flows or have sufficient

restricted payment capacity under our Credit Agreement or the indentures governing our debt securities to pay

dividends on our Common Stock.

We are currently not paying a cash dividend. We are only able to pay dividends from our available cash on

hand and funds received from our subsidiaries. Our subsidiaries' ability to make distributions to us will depend on their

ability to generate substantial operating cash flow. Our ability to pay dividends to our stockholders in the future is

subject to the terms of our Credit Agreement and the indentures governing our outstanding notes. Our operating cash

flow and ability to comply with restricted payment covenants in our debt instruments will depend on our future

performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond

our control. In addition, dividend payments are not mandatory or guaranteed, and our board of directors may determine

not to resume the payment of dividends. We may not pay dividends as a result of the following additional factors, among

others:

• we are not legally or contractually required to pay dividends;

• even if we determine to resume paying cash dividends, the actual amount of dividends distributed and the

decision to make any distribution is entirely at the discretion of our board of directors and future dividends,

if any, will depend on, among other things, our results of operations, cash requirements, financial

condition, business opportunities, provisions of applicable law and other factors that our board of directors

may deem relevant;

• the inability to deduct all or significant portions of our interest expense for tax purposes, will ultimately

increase the need to generate revenues to support our capital structure;

• the amount of dividends distributed is and will be subject to contractual restrictions under the restrictive

payment covenants contained in the indentures governing our debt securities, the terms of our Credit

Agreement, and the terms of any other outstanding or future indebtedness incurred by us or any of our

subsidiaries; and

• the amount of dividends distributed is subject to state law restrictions.

Operational Risks

Our business depends on motion picture production and performance and is subject to intense competition, including

increases in alternative film delivery methods or other forms of entertainment.

Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our

ability to license motion pictures and the performance of such motion pictures in our markets. The most attended films

are usually released during the summer and the calendar year-end holidays, making our business seasonal. We primarily

license first-run motion pictures, the success of which has increasingly depended on the marketing efforts of the major

motion picture studios and the duration of the exclusive theatrical release windows. Poor performance of, or any

disruption in the production of these motion pictures (including by reason of a strike or lack of adequate financing), a

reduction in, or suspension of, the marketing efforts of the major motion picture studios, the choice by distributors to

release fewer feature-length movies theatrically, or the choice to release feature-length movies directly to video

streaming or PVOD platforms, either in lieu of or on the same date as a theatrical release, could hurt our business and

results of operations. Conversely, the successful performance of these motion pictures, particularly the sustained success

of any one motion picture, or an increase in effective marketing efforts of the major motion picture studios and extension

of the exclusive theatrical release windows, may generate positive results for our business and operations in a specific

fiscal quarter or year that may not necessarily be indicative of, or comparable to, future results of operations. As movie

studios rely on a smaller number of higher grossing “tent pole” films there may be increased pressure for higher film

licensing fees. Our loyalty program and certain promotional pricing also may affect performance and increase the cost to

license motion pictures relative to revenue for admission. In addition, a change in the type and breadth of movies offered

by motion picture studios and the theatrical exclusive release window may adversely affect the demographic base of

movie-goers.

Motion picture production is highly dependent on labor that is subject to various collective bargaining

agreements. Stikes by the Writers Guild of America and the Screen Actors Guild–American Federation of Television

and Radio Artists during 2023 halted production of motion pictures for several months, and are expected to delay or

otherwise affect the supply, of certain motion pictures. The disruption in film production may also cause delays for

currently scheduled film release dates. It is difficult to anticipate the scope and timing of such delays. It is difficult to

predict the full extent of the adverse impact of the strikes on the Company’s business and results of operations in future

reporting periods. Studios are party to collective bargaining agreements with a number of other labor unions, and failure

to reach timely agreements or renewals of existing agreements, including pending renewals with the American

Federation of Musicians and the International Alliance of Theatrical Stage Employees, may further affect the production

and supply of theatrical motion picture content.

Our theatres are subject to varying degrees of competition in the geographic areas in which we operate.

Competitors may be multi-national circuits, national circuits, regional circuits or smaller independent exhibitors.

Competition among theatre exhibition companies is often intense with respect to attracting patrons, terms for licensing of

motion pictures and availability and securing and maintaining desirable locations.

We also compete with other film and content delivery methods, including video streaming, network, syndicated

cable and satellite television, as well as video-on-demand, pay-per-view services, subscription streaming services, and

social media platforms. We also compete for the public’s leisure time and disposable income with other forms of

entertainment, including sporting events, video gaming, social media, amusement parks, live music concerts, live theatre,

and restaurants. An increase in the popularity of these alternative film delivery methods and other forms of entertainment

could reduce attendance at our theatres, limit the prices we can charge for admission and materially adversely affect our

business and results of operations.

We rely on distributors of motion pictures, over whom we have no control, for the films that we exhibit, and our

business may be adversely affected if our access to motion pictures is limited or delayed.

Our business depends on maintaining good relations with these distributors, as this affects our ability to

negotiate commercially favorable licensing terms for first-run films or to obtain licenses at all. With only seven movie

studio distributors representing approximately 84% of our U.S. markets’ box office revenues in 2023 and five movie

studio distributors representing approximately 78% of our International markets’ box office revenues in 2023, there is a

high level of concentration and continued consolidation in the industry. Our business may be adversely affected if our

access to motion pictures is limited or delayed because of deterioration in our relationships with one or more distributors

or for some other reason. To the extent that we are unable to license a popular film for exhibition in our theatres, our

operating results may be adversely affected.

Our results of operations will be impacted by shrinking theatrical exclusive release windows and other practices adopted by

movie studies.

Over the last decade, the average theatrical exclusive release window, which represents the time that

elapses from the date of a film’s theatrical release to the date a film is available to consumers in-home, has

decreased from approximately four months to approximately one-and-one half months. Additionally, during the

COVID-19 pandemic, certain movie studios adopted strategies that have eliminated the theatrical exclusive release

window. While this trend has diminished in 2023 as the COVID-19 pandemic has diminished, studios may adopt

similar strategies in the future that shorten or eliminate the theatrical release window. These practices have

significantly impacted our revenues and are expected to continue to have an adverse impact on our business and

results of operations going forward.

We rely on our information systems to conduct our business, and any failure to protect these systems against security

breaches or failure of these systems themselves could adversely affect our business, results of operations and liquidity

and could result in litigation and penalties. Additionally, if these systems fail or become unavailable for any

significant period of time, our business could be harmed.

Potential cybersecurity incidents could interfere with our business and operations. Computer hacking,

installation of malware, installation of ransomware, phishing, and spamming attacks against online networking platforms

have become more prevalent and more sophisticated. Though it is difficult to determine what, if any, harm may directly

result from any specific attack or interruption, such events could also be expensive to remedy, harm our reputation or

brands, lead users to lose trust and confidence in our business, and/or result in costly fines, penalties, and costly

remediation requirements. We, and others on our behalf, also store “personally identifiable information” (“PII”) with

respect to employees, vendors, customers, and others. We and our third-party vendors have been subject to, and will

likely continue to be subject to, attempts to gain unauthorized access to our and their information systems. None of these

attempts has individually or in the aggregate resulted in a cybersecurity incident with a material impact on our financial

condition or results of operations. While we have implemented safeguards to protect the privacy of PII, there is still a

risk of a material cybersecurity incident where hackers or others might obtain information, which could result in

potentially costly remedial action, as well as potential fines, penalties, lawsuits, and reputational damage.

Furthermore, we rely on our information systems and those of third parties for storing proprietary company

information about our products and intellectual property, as well as for processing patron purchases, loyalty program

activity, supporting accounting functions and financial statement preparation, paying our employees, and otherwise

running our business. In addition, we may need to enhance our information systems to provide additional capabilities

and functionality. The implementation of new information systems and enhancements is frequently disruptive to the

underlying business of an enterprise. Any disruptions affecting our ability to accurately report our financial performance

on a timely basis could adversely affect our business in a number of respects. If we are unable to successfully implement

potential future system enhancements, our financial position, results of operations, and cash flows could be negatively

impacted.

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

Our current and future performance depends to a significant degree upon the retention of our senior

management team and other key personnel. The loss or unavailability of any member of our senior management team or

a key employee could have a material adverse effect on our business, financial condition, and results of operations. We

cannot give assurance that we would be able to locate or employ qualified replacements for senior management or key

employees on acceptable terms.

Supply chain disruptions, labor shortages, and inflation may negatively impact our operations and operating results.

We rely on a limited number of suppliers for certain products, supplies and services, including a single U.S.

vendor for the warehousing and distribution of most of the products and supplies for our U.S. food and beverage

operations. Items such as consumable oils used in food preparation and containers/packaging for food and beverage

service have been impacted by price and availability in both the U.S. markets and International markets. Shortages,

delays, or interruptions in the availability of food and beverage items and other supplies to our theatres may be caused by

commodity availability; public health crises or pandemics, including resulting lockdowns in areas where goods are

manufactured; social or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict between

Russia and Ukraine and the potential impact of financial and economic sanctions on the regional and global economy;

labor issues or other operational disruptions; the inability of our suppliers to manage adverse business conditions, obtain

credit or remain solvent; adverse weather conditions; natural disasters; governmental regulation; recalls; or other

conditions beyond our control. Such shortages, delays or interruptions could adversely affect the availability, quality,

and cost of the items we buy and the operations of our business. Supply chain risk could increase our costs and limit the

availability of products that are critical to our operations. If we raise prices in response to increased costs or shortages, it

may negatively impact our sales. If we temporarily remove popular food and beverage options without comparable

alternatives, we may experience a reduction in sales during the time affected by the shortage or thereafter if our guests

change their purchasing habits.

During the recovery from the impacts of the COVID-19 pandemic, we have, with regard to certain items,

experienced difficulties in maintaining a consistent supply, seen delays in production and deliveries, been required to

identify alternative suppliers, and suspended sales regionally or entirely. We expect these issues to continue for the

foreseeable future and plan to minimize the impact by focusing on the supply of those items with the greatest impact on

our sales and operations.

The success of our business depends on our ability to recruit and retain staff members for our theatres. Labor

shortages and demand for staff are becoming more prominent after the COVID-19 pandemic. Without proper staffing,

wait times to buy tickets and concessions are extended, operating hours may be reduced, and, in some cases, theatres

cannot open at all. As patrons return to our theatres in greater numbers, these conditions may result in a poor guest

experience, perhaps causing them to not return in the future. These labor shortages have also required us to raise wages

to be competitive in the small available workforce. Increased labor costs cut into profits already impacted by COVID-19

and the recovery from the pandemic.

In addition, we are dependent upon natural gas and electricity to operate our theatres. The cost of natural gas

and electricity may fluctuate widely due to economic and political conditions, government policy and regulations, war,

or other unforeseen circumstances. Substantial future increases in prices, including the availability and/or cost of energy

in Europe, for, or shortages of, natural gas and electricity could have a negative effect on our profitability. There can be

no assurance that we can cover these potential cost increases through future pricing actions.

In an inflationary environment, such as the current economic environment, depending on the market conditions

in each region or country, we may be unable to raise the prices of our movie tickets or food and beverage products

enough to keep up with the rate of inflation, which would reduce our profitability, and continued inflationary pressures

could impact our business, financial condition, and results of operations.

Optimizing our theatre circuit through new construction and the transformation of our existing theatres may be

subject to delay and unanticipated costs.

The availability of attractive site locations for new construction is subject to various factors that are beyond our

control. These factors include:

• local conditions, such as scarcity of space or increase in demand for real estate, demographic changes and

changes in zoning and tax laws; and

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

We typically require 18 to 24 months in the United States from the time we reach an agreement with a landlord

to when a theatre opens. This timeframe may vary in International markets.

In addition, the improvement of our existing theatres through our enhanced food and beverage offerings,

recliner seating, and premium sight and sound initiatives is subject to substantial risks, such as difficulty in obtaining

permits, landlord approvals and operating licenses (e.g., liquor licenses). We may also experience cost overruns from

delays or other unanticipated costs in both new construction and facility improvements. Furthermore, our new sites and

transformed locations may not perform to our expectations.

Climate change, adverse weather conditions and natural disasters could adversely affect our theatre operations, sales

or financial results.

Climate change and natural disasters may adversely affect our ability to keep movie theatres open and

operational in affected regions and consumer ability to travel to our theatres if they are open. Relative to normal weather

conditions, extended severe weather as a result of climate change can close theatres for days due to pervasive power

outages, flooding, or wildfires. These severe weather events can also result in delays in the construction of new theatres,

interruptions to the availability or increases in the cost of utilities, and shortages in the supply, or increases in the costs of

concessions and other supplies required for operations. Additionally, the seasonal timing of severe weather patterns

tends to mimic the fluctuation of our sales. With our busy season being around the winter holidays and in the summer,

the risk is even greater for extended severe winter storms and increased hurricanes and tornadoes in the summer months.

The Company's current equity incentive plan expired in December 2023 and a new equity incentive plan has not been

put into place. Without a new equity incentive plan, the Company could experience difficulties retaining and hiring

executives due to its inability to issue compensatory equity awards and could experience an adverse impact on its cash

flow or adverse accounting consequences from alternative forms of compensation.

The current equity incentive plan of the Company expired at the end of its 10-year term in December 2023. As

required by New York Stock Exchange (“NYSE”) rules, the Company intends to ask its stockholders for approval of a

new equity incentive plan at its 2024 annual meeting. There can be no guarantee that the stockholders will approve a

new plan. The absence of an equity incentive plan may create challenges for executive recruitment and retention. Absent

a new plan, the Company could issue equity-related awards to be settled in cash. The issuance of such awards may

mitigate short-term risks related to executive recruitment and retention, but cash settlements of these awards would

negatively impact cash flow and would require the Company to account for these awards based on the fair value of the

related equity at the end of each reporting period, giving effect to the portion of services rendered during the requisite

service periods. Until such time as the stockholders approve a new equity incentive plan, equity-related awards made to

executives would need to be settled in cash. Continued issuance of cash-settled awards may not be sustainable given the

Company’s cash flow challenges. The operating cash flow of the Company is still negative.

Regulatory Risks

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

Our success depends on general political, social, and economic conditions and the willingness of consumers to

spend money at movie theatres. If going to motion pictures becomes less popular or consumers spend less on food and

beverage, our operations could be adversely affected. In addition, our operations could be adversely affected if

consumers’ discretionary income falls as a result of an economic downturn. Geopolitical events, including the threat of

regional war, terrorism or cyber-attacks, or widespread health emergencies, such as pandemics or epidemics, 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 or earthquakes in those markets could adversely

affect our overall results of operations.

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 both

domestically and internationally affecting our business, and we must comply with provisions regulating antitrust,

customary health and sanitation standards, equal employment, environmental, licensing for the sale of food and, in some

theatres, alcoholic beverages, and data protection and privacy laws, including GDPR, and all other current and pending

privacy and data regulations in the jurisdictions where we have operations. Our new theatre openings could be delayed

or prevented or our existing theatres could be impacted by difficulties or failures in our ability to obtain or maintain

required approvals or licenses. 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.

We own and operate facilities throughout the United States and various international markets throughout

Europe and are subject to the environmental laws and regulations of those jurisdictions, particularly laws governing the

cleanup of hazardous materials and the management of properties. We might in the future be required to participate in

the cleanup of a property that we own or lease, or at which we have been alleged to have disposed of hazardous materials

from one of our facilities. In certain circumstances, we might be solely responsible for any such liability under

environmental laws, and such claims could be material.

In the United States, our theatres must comply with Title III of the ADA. Compliance with the ADA requires

that public accommodations, including websites and mobile apps for such public accommodations, “reasonably

accommodate” individuals with disabilities and that new construction or alterations made to “commercial facilities”

conform to accessibility guidelines unless “structurally impracticable” for new construction or technically infeasible for

alterations. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, and an award of

damages to private litigants or additional capital expenditures to remedy such non-compliance, any of which could have

a material adverse effect on our operations and financial condition. In Europe, all territories have similar national

regulations relating to disabilities that our theatres operate in accordance with. Noncompliance with these regulations

could carry financial, operational and reputation risks.

We are subject to complex taxation, changes in tax rates, adoption of new United States, European Union or

international tax legislation and disagreements with tax authorities that could adversely affect our business, financial

condition or results of operations.

We are subject to many different forms of taxation in both the United States and in foreign jurisdictions where

we operate. Current economic and political conditions make compliance with domestic and international tax and transfer

pricing laws and regulations, including in the United States, United Kingdom, and European Union subject to ongoing

change. The cost of compliance is high and likely to increase in the future. Any failure on our part to comply with these

laws and regulations can result in negative publicity and diversion of management time and effort and could subject us to

significant liabilities and other penalties.

Numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and

Development (“OECD”) model rules that propose a global minimum tax rate of 15% and European Union member states

have agreed to implement the global minimum tax. Certain countries, including European Union member states, have

enacted or are expected to enact legislation to be effective as early as 2024, with widespread implementation of a global

minimum tax expected by 2025. We will continue to monitor pending legislation and implementation by individual

countries and evaluate the potential impact on our business in future periods.

The legal regimes governing our international business operations could require our international subsidiaries or their

directors to pursue insolvency proceedings.

The legal regimes governing certain of our international subsidiaries (including Germany, Spain, Portugal,

Norway and Sweden) impose on directors an obligation to pursue insolvency proceedings in certain circumstances.

There are various potential triggers including illiquidity, over-indebtedness and inadequate capitalization. If our

international subsidiaries were required to (and did) pursue insolvency proceedings, that could in turn trigger

events of default under our international senior secured notes and/or have other material adverse effects on our

business and financial position, including additional insolvency proceedings.

We may be reviewed by antitrust authorities.

Given our size and market share, pursuit of acquisition opportunities that would increase the number of our

theatres in markets where we have a leading market share would likely result in significant review by antitrust regulators

in the applicable jurisdictions, and we may be required to dispose of theatres in order to complete such acquisition

opportunities. As a result, we may not be able to succeed in acquiring other exhibition companies or we may have to

dispose of a significant number of theatres in key markets in order to complete such acquisitions.

We operate in a consolidating industry that is scrutinized from time to time for compliance with antitrust and

competition laws, including currently dormant investigations into film clearances and joint ventures among competing

exhibitors. If we were found to have violated antitrust laws, it could have a material adverse effect on our operations and

financial condition.

Our business is subject to international economic, political and other risks that could negatively affect our business,

results of operations and financial condition.

As a result of our international operations, 23.4% of our revenues were derived from countries outside the

United States for the year ended December 31, 2023. The success of our international operations is subject to risks that

are beyond our control. Accordingly, our business is subject to risks associated with doing business internationally,

including:

• difficulties and costs of staffing and managing international operations among diverse geographies,

languages and cultures;

• the impact of regional or country-specific business cycles and economic instability;

• the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including

the conflict between Russia and Ukraine and other international conflicts, and adverse changes in political

or economic relations with the United States;

• fluctuations in foreign currency exchange rates which could lead to fluctuations in our reported results of

operations or result in significant decreases in the value of our international investments as denominated in

U.S. Dollars;

• increased foreign interest rates, foreign exchange fees and other bank charges as a result of financing our

foreign operations;

• exposure to anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”) and the U.K.

Bribery Act (the “Bribery Act”), and export-control regulations and economic sanctions regulations,

including those promulgated by the Office of Foreign Assets Control, United States Department of

Treasury (“OFAC”);

• exposure to local economic conditions, labor and employment conditions, and local laws and regulations,

including data privacy laws, tariffs, or other trade barriers;

• difficulty in protecting our brand, reputation and intellectual property; and

• restrictions on the ability to obtain or retain licenses required for operation.

If we are unable to manage the complexity of our global operations successfully, it could have a material

adverse effect on our business, financial condition and results of operations.

Risk Related to our Share Issuances

There has been significant recent dilution and there may continue to be additional future dilution of our Common

Stock, which could adversely affect the market price of shares of our Common Stock.

From January 1, 2020 through February 21, 2024, the outstanding shares of our Common Stock have increased

by 258,070,230 shares (on a Reverse Stock Split adjusted basis) in a combination of at-the-market sales, conversion of

Series A Convertible Participating Preferred Stock, shareholder litigation settlement, conversion of Class B common

stock, conversion of notes, exchanges of notes, transaction fee payments, and equity grant vesting. On March 14, 2023,

the Company held the Special Meeting and obtained the requisite stockholder approval for the Charter Amendments and

on August 14, 2023, we filed the amendment to our Certificate of Incorporation implementing the Charter Amendments

effective as of August 24, 2023. Accordingly, in accordance with the Charter Amendments, we increased the total

number of authorized shares of Common Stock from 524,173,073 to 550,000,000 shares of Common Stock and

effectuated a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock

outstanding. In accordance with the terms of the Certificate of Designations governing the Series A Convertible

Participating Preferred Stock, following the effectiveness of the Charter Amendments all outstanding shares of our

Series A Convertible Participating Preferred Stock converted into 99,540,642 shares of Common Stock. As of

February 21, 2024, there were 263,278,238 shares of Common Stock issued and outstanding. We expect to issue

additional shares of Common Stock to raise cash to bolster our liquidity, to repay, refinance, redeem or exchange

indebtedness (including expenses, accrued interest and premium, if any), for working capital, to finance strategic

initiatives and future acquisitions or for other purposes. We may also issue preferred equity securities or securities

convertible into, or exchangeable for, or that represent the right to receive, shares of Common Stock or acquire interests

in other companies, or other assets by using a combination of cash and shares of Common Stock, or just shares of

Common Stock.

Additionally, vesting under our equity compensation programs results in the issuance of new shares of Common Stock

and shares withheld to cover tax withholding obligations upon vesting remain available for future grants. Any of these

events would likely dilute the ownership interests of current stockholders and reduce our earnings per share, and could

have an adverse effect on the price of our shares of Common Stock. For capitalized terms used herein but not defined see

Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

The market price and trading volume of our shares of Common Stock have experienced, and may continue to

experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses.

The market prices and trading volume of our shares of Common Stock have experienced, and may continue to

experience, extreme volatility, which could cause purchasers of our Common Stock to incur substantial losses. For

example, during 2023 through February 21, 2024, as adjusted for the Reverse Stock Split, the market price of our

Common Stock has fluctuated from an intra-day low of $3.59 per share on February 6, 2024 to an intra-day high on the

NYSE of $85.30 on February 28, 2023. The last reported sale price of our Common Stock on the NYSE on February 21,

2024 was $4.57 per share. During 2023 through February 21, 2024, daily trading volume ranged from approximately

771,720 to 84,989,600 shares.

We believe that the volatility and our market prices have reflected and may continue to reflect market and

trading dynamics unrelated to our underlying business, or macro or industry fundamentals, and we do not know how

long these dynamics will last.

Extreme fluctuations in the market price of our Common Stock have been accompanied by reports of strong and

atypical retail investor interest, including on social media and online forums. The market volatility and trading patterns

we have experienced create several risks for investors, including the following:

• the market price of our Common Stock has experienced and may continue to experience rapid and

substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry

fundamentals, and substantial increases may be significantly inconsistent with the risks and uncertainties

that we continue to face;

• factors in the public trading market for our Common Stock may include the sentiment of retail investors

(including as may be expressed on financial trading and other social media sites and online forums), the

direct access by retail investors to broadly available trading platforms, the amount and status of short

interest in our securities, access to margin debt, trading in options and other derivatives on our Common

Stock and any related hedging and other trading factors;

• our market capitalization, as implied by various trading prices, currently reflects valuations that diverge

significantly from those seen prior to recent volatility, and to the extent these valuations reflect trading

dynamics unrelated to our financial performance or prospects, purchasers of our Common Stock could

incur substantial losses if there are declines in market prices;

• to the extent volatility in our Common Stock is caused, or may from time to time be caused, as has widely

been reported, by a “short squeeze” in which coordinated trading activity causes a spike in the market price

of our Common Stock as traders with a short position make market purchases to avoid or to mitigate

potential losses, investors purchase at inflated prices unrelated to our financial performance or prospects,

and may thereafter suffer substantial losses as prices decline once the level of short-covering purchases has

abated; and

• if the market price of our Common Stock declines, you may be unable to resell your shares of Common

Stock at or above the price at which you acquired them. We cannot assure you that the equity issuance of

our Common Stock will not fluctuate or decline significantly in the future, in which case you could incur

substantial losses.

We may continue to incur rapid and substantial increases or decreases in the market price of our Common

Stock in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or

affecting us. Accordingly, the market price of our shares of Common Stock may fluctuate dramatically and may decline

rapidly, regardless of any developments in our business. Overall, there are various factors, many of which are beyond

our control, that could negatively affect the market price of our Common Stock or result in fluctuations in the price or

trading volume of our Common Stock, including:

• the impacts resulting from the COVID-19 pandemic;

• actual or anticipated variations in our annual or quarterly results of operations, including our earnings

estimates and whether we meet market expectations with regard to our earnings;

• our current inability to pay dividends or other distributions;

• publication of research reports by analysts or others about us or the motion picture exhibition

industry, which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;

• changes in market interest rates that may cause purchasers of our shares to demand a different yield;

• changes in market valuations of similar companies;

• market reaction to any additional equity, debt or other securities that we may issue in the future, and

which may or may not dilute the holdings of our existing stockholders;

• additions or departures of key personnel;

• actions by institutional or significant stockholders;

• short interest in our securities and the market response to such short interest;

• dramatic increase or decrease in the number of individual holders of our Common Stock and their

participation in social media platforms targeted at speculative investing;

• speculation in the press or investment community about our company or industry;

• strategic actions by us or our competitors, such as acquisitions or other investments;

• legislative, administrative, regulatory or other actions affecting our business, our industry, including

positions taken by the Internal Revenue Service (“IRS”);

• strategic actions taken by motion picture studios such as changes to the number of films to be released

theatrically or the shuffling of film release dates;

• investigations, proceedings, or litigation that involve or affect us;

• the occurrence of any of the other risk factors included or incorporated by reference in this Annual

Report on Form 10-K; and

• general market and economic conditions.

Negative sentiment among AMC’s retail stockholder base could have a material adverse impact on the market price

of our Common Stock and your investment therein.

Some of our retail investors have referred to themselves as “Apes” on social media and in other forums.

Self-

proclaimed “Apes” are widely viewed as playing a significant role in the market dynamics that have resulted in

substantial increases and volatility in the market prices of our Common Stock and other so-called “meme” stocks. While

AMC and its management have actively sought to foster positive relationships with its significant retail stockholder base

as the owners of AMC, and while AMC’s retail stockholder base has been credited favorably with assisting AMC in

raising significant capital in the past, there is no guarantee that AMC will be able to continue to benefit from support

from its retail stockholder base in the future. Negative investor sentiment could have a material adverse impact on the

market price of our Common Stock.

Information available in public media that is published by third parties, including blogs, articles, online forums,

message boards and social and other media may include statements not attributable to the Company and may not be

reliable or accurate.

We have received, and may continue to receive, a high degree of media coverage that is published or otherwise

disseminated by third parties, including blogs, articles, online forums, message boards and social and other media. This

includes coverage that is not attributable to statements made by our directors, officers or employees. You should read

carefully, evaluate and rely only on the information contained in this Annual Report on Form 10-K, the definitive Proxy

Statement on Schedule 14A filed on September 29, 2023, the prospectus supplement filed November 9, 2023, the

accompanying prospectus or any applicable free writing prospectus or incorporated documents filed with the SEC in

determining whether to purchase our shares of Common Stock. Information provided by third parties may not be reliable

or accurate and could materially impact the trading price of our Common Stock which could cause losses to your

investments.

Future offerings of debt, which would be senior to our Common Stock upon liquidation, and/or other preferred equity

securities, which may be senior to our Common Stock for purposes of distributions or upon liquidation, could adversely

affect the market price of our Common Stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or

preferred equity securities, including convertible or non-convertible senior or subordinated notes, convertible or

non-convertible preferred stock, medium-term notes and trust preferred securities, to raise cash or bolster our

liquidity, to repay, refinance, redeem or repurchase indebtedness (including expenses, accrued interest and

premium, if any), for working capital, to finance strategic initiatives and future acquisitions or for other purposes.

Upon liquidation, holders of our debt securities and lenders with respect to other borrowings will receive

distributions of our available assets prior to the holders of our Common Stock. In addition, any additional preferred

stock we may issue could have a preference on liquidating distributions or a preference on distribution payments

that could limit our ability to make a distribution to the holders of our Common Stock. Since our decision to issue

securities in any future offering will depend on market conditions and other factors beyond our control, we cannot

predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our

future offerings potentially reducing the market price of our Common Stock.

Anti-takeover protections in our certificate of incorporation and bylaws may discourage or prevent a takeover of our

Company, even if an acquisition would be beneficial to our stockholders.

Provisions contained in certificate of incorporation and bylaws, as amended, as well as provisions of the

Delaware General Corporation Law (the “DGCL”) delay or make it more difficult to remove incumbent directors or for

a third-party to acquire us, even if a takeover would benefit our stockholders. These provisions include:

• a classified board of directors;

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

• limitations on the removal of directors;

• the sole power of the board of directors to fill any vacancy on the board of directors, whether such vacancy

occurs as a result of an increase in the number of directors or otherwise;

• the ability of our board of directors to designate one or more series of preferred stock and issue shares of

preferred stock without stockholder approval; and

• the inability of stockholders to call special meetings.

Our issuance of shares of preferred stock could delay or prevent a change of control of our company. Our board

of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to

50,000,000 shares of preferred stock, par value $0.01 per share, in one or more series, to designate the number of shares

constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights,

voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. The

issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of our

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

of February 21, 2024, 50,000,000 shares of preferred stock are authorized and available for issuance.

Our incorporation under Delaware law, the ability of our board of directors to create and issue a new series of

preferred stock or a stockholder rights plan and certain other provisions of our amended and restated certificate of

incorporation and amended and restated bylaws, as amended, could impede a merger, takeover or other business

combination involving our company or the replacement of our management or discourage a potential investor from

making a tender offer for our Common Stock, which, under certain circumstances, could reduce the market value of our

Common Stock.

An issuance of preferred stock could dilute the voting power of the Common Stockholders and adversely affect the

market value of our Common Stock.

The issuance of shares of preferred stock with voting rights may adversely affect the voting power of the

holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they

vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which

they have a separate class vote even if the action were approved by the holders of our other classes of voting stock.

In addition, the issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences

or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our

Common Stock by making an investment in the Common Stock less attractive. For example, investors may not wish to

purchase Common Stock at a price above the conversion price of a series of convertible preferred stock because the

holders of the preferred stock would effectively be entitled to purchase Common Stock at the lower conversion price

causing economic dilution to the holders of Common Stock.

Increases in market interest rates may cause potential investors to seek higher returns and therefore reduce demand

for our Common Stock, which could result in a decline in the market price of our Common Stock.

One of the factors that may influence the price of our Common Stock is the return on our Common Stock (i.e.,

the amount of distributions or price appreciation as a percentage of the price of our Common Stock) relative to market

interest rates. An increase in market interest rates may lead prospective purchasers of our Common Stock to expect a

return, which we may be unable or choose not to provide. Further, higher interest rates would likely increase our

borrowing costs and potentially decrease the cash available for distribution. Thus, higher market interest rates could

cause the market price of our Common Stock to decline.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

The Company recognizes the importance of developing, implementing, and maintaining cybersecurity measures

to assess, identify, and manage material risks from cybersecurity (including cybersecurity threats associated with the use

of third-party service providers), to safeguard our information systems, and to protect the confidentiality, integrity, and

availability of the data on our information systems.

Managing Material Risks & Integrated Overall Risk Management

The Company has strategically integrated cybersecurity risk management into our broader risk management

framework. Management has formed cross-functional risk and information security committees (the “Security

Committees”) to initiate, develop, review and implement cybersecurity policies, procedures and training to mitigate

cybersecurity risks. Our information technology (“IT”) cybersecurity leadership team works closely with our Security

Committees and internal audit team to evaluate and address cybersecurity risks in alignment with our business objectives

and operational needs.

Risk Management Personnel

The Company’s senior IT leadership, comprised of the Chief Information Officers of both AMC and Odeon,

and IT cybersecurity teams have the primary responsibility for assessing, monitoring, and managing, our cybersecurity

programs. The Company’s senior IT leadership bring over fifty years of combined IT experience to their roles. Each

member of the Company’s IT cybersecurity leadership team, comprised of the AMC Sr. Director Cybersecurity and

Network, the AMC Director Cybersecurity, the Odeon Group Head of Cyber, Risk and Operations and the AMC VP IT

Operations, brings 20+ years of IT experience. The Company regularly invests in training on these teams, and key

leadership positions hold CISSP certifications. Our senior IT leadership and IT cybersecurity team, with input as

appropriate from the Security Committees, oversee our governance programs, tests our compliance with standards,

remediate known risks, and direct employee training.

Monitoring Cybersecurity Incidents

The Security Committees are continually informed about the latest developments in cybersecurity, including

potential threats and risk management techniques. The Security Committees, and in particular senior IT leadership, IT

cybersecurity and internal audit members serving on the Security Committees, implement and oversee processes for the

regular monitoring of our information systems. The Company follows the NIST framework to design and implement

security processes, tools and procedures, and regular system audits identify and lead to remediation of potential

vulnerabilities. In the event of a cybersecurity incident, senior IT leadership and the Security Committees are equipped

with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact, internal and

external communication plans, and notification requirements.

Engagement of Consultants for Risk Management Services

Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of

external experts to perform a variety of functions for the Company. These include, but are not limited to, cybermaturity

audits, targeted ransomware assessment and table-top exercises, red and purple team attack simulations, internal

penetration tests and other internal and external audits. These partnerships enable us to leverage specialized knowledge

and insights into our cybersecurity strategies and processes.

Overseeing Third-Party Risk

Because we are aware of the risks associated with third-party service providers, the Company implements

processes to oversee and manage these risks. The Company utilizes software products and services to monitor and

protect the Company’s environment from possible third-party breaches impacting the Company’s environment. This

approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

Third-parties who have access to highly sensitive information due to services performed and data retained are subject to

increased scrutiny.

Risks from Cybersecurity Threats

We have not experienced any cybersecurity incidents that we believe have materially affected, or are likely to

materially affect, the Company.

Governance

Board of Directors and Audit Committee Oversight

Our board of directors (the “Board”) understands the critical nature of managing risks associated with

cybersecurity threats. The Board has established robust oversight mechanisms to ensure effective governance in

managing risks associated with cybersecurity threats.

The audit committee of the Board (the “Audit Committee”) is central to the Board’s oversight of cybersecurity

risks and bears the primary responsibility for overseeing these risks. Senior IT leadership regularly informs the Audit

Committee, the Chief Financial Officer and other members of the Company’s senior leadership of cybersecurity risks

and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and

potential risks facing the Company.

Management’s Role Managing Risk

Senior IT leadership play a pivotal role in managing cybersecurity risk and keeping the Audit Committee

apprised of cybersecurity developments. Senior IT leadership provide comprehensive briefings to the Audit Committee

on a periodic basis. These briefings encompass a broad range of topics, including:

• current cybersecurity landscape and emerging threats;

• status of ongoing cybersecurity initiatives and strategies;

• learnings from any cybersecurity events; and

• compliance with regulatory requirements and industry standards.

In addition to our scheduled meetings, the Audit Committee and senior IT leadership maintain an ongoing

dialogue regarding emerging or potential cybersecurity risks. The Company, at the direction of the Audit Committee,

conducts periodic reviews of the Company’s cybersecurity posture and the effectiveness of its risk management

strategies. These reviews help in identifying areas for improvement and ensuring the alignment of cybersecurity efforts

with the overall risk management framework.

Item 2. Properties.

The following table sets forth the general character and ownership classification of our theatre circuit, excluding

non-consolidated joint ventures and managed theatres, as of December 31, 2023:

Property Holding Classification Theatres Screens

Owne

..................................................... 35 352

Lease

..................................................... 798 9,387

Total .................................................... 833 9,739

We lease our corporate headquarters in Leawood, Kansas. We believe our facilities are currently adequate for

our operations.

Please refer to Narrative Description of Business under Part I, Item 1 of this Annual Report on Form 10-K for the

geographic locations of our Theatrical Exhibition circuit as of December 31, 2023. See Note 3—Leases in the Notes to

the Consolidated Financial Statements under Part II, Item 8 thereof.

Item 3. Legal Proceedings.

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 11—Commitments and Contingencies to the Consolidated Financial

Statements included in Part II, Item 8 on this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures.

Not applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities.

Market Information

Our common equity consists of Class A common stock (“Common Stock”). Our Common Stock has traded on

the New York Stock Exchange (the “NYSE”) since December 18, 2013 under the symbol “AMC”. There was no

established public trading market for our Class B common stock and on February 1, 2021, all outstanding Class B

common stock was converted to Common Stock, which resulted in the retirement of Class B common stock.

From August 22, 2022 until August 24, 2023, we also had outstanding depositary shares of Series A

Convertible Participating Preferred Stock in the form of AMC Preferred Equity Units that traded on the NYSE under the

symbol “APE”. On August 24, 2023, all outstanding AMC Preferred Equity Units were converted to Common Stock,

which resulted in the retirement of the AMC Preferred Equity Units.

Holders of Shares

On February 21, 2024, approximately 1.8 million shares of our Common Stock were directly registered with

our transfer agent by 15,110 shareholders. The balance of our outstanding Common Stock was held in “street name”

through bank or brokerage accounts.

Dividend Policy

Since April 24, 2020, we have been prohibited from making dividend payments in accordance with the

covenant suspension conditions in our Credit Agreement (as defined in Note 8—Corporate Borrowings and Finance

Lease Liabilities to the Consolidated Financial Statements included in Part II, Item 8 thereof). The payment of future

dividends after expiration of our covenant suspension conditions (for further information see Note 8—Corporate

Borrowings and Finance Lease Liabilities to the Consolidated Financial Statements included in Part II, Item 8 on this

Annual Report on Form 10-K) is subject to our Board of Directors’ discretion and dependent on many considerations,

including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital

requirements, strategic considerations and other factors.

We will only be able to pay dividends from our available cash on hand and funds received from our

subsidiaries. Their ability to make any payments to us will depend upon many factors, including our operating results,

cash flows and the terms of the Credit Agreement and the indentures governing our debt securities. The declaration and

payment of any future dividends will be at the sole discretion of our Board of Directors after taking into account various

factors, including legal requirements, our subsidiaries’ ability to make payments to us, our financial condition, operating

results, cash flow from operating activities, available cash and current and anticipated cash needs. See the Liquidity and

Capital Resources section of Item 7 of Part II thereof for further information regarding the dividend restrictions.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12 of Part III of this Annual Report on Form 10-K.

Unregistered Sales of Equity Securities and Use of Proceeds

Sale of Unregistered Securities

Except as reported Item 3.02 of in our Current Reports on Form 8-K filed with the SEC on February 9, 2023 (as

amended by the Form 8-K filed on February 13, 2023), August 14, 2023, December 12, 2023, December 15, 2023,

December 19, 2023, December 22, 2023 and January 2, 2024, all of which are incorporated by reference into this Annual

Report on Form 10-K, there were no sales of unregistered securities during the fiscal year ended December 31, 2023.

Issuer Purchase of Equity Securities

None.

Performance Graph

The following stock price performance graph should not be deemed incorporated by reference by any general

statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Exchange Act

of 1934 (the “Exchange Act”) or the Securities Act of 1933 (the “Securities Act”), as amended, except to the extent that

we specifically incorporate this information by reference and shall not otherwise be deemed filed under such acts.

The following stock performance graph compares, for the period December 31, 2018 through December 31,

2023, the cumulative total stockholder returns for AMC’s Common Stock, the Standard & Poor’s Corporation

Composite 500 Index and a self-determined peer group consisting of Cinemark Holdings, Inc. (CNK) and IMAX

Corporation (IMAX). Measurement points are the last trading day for each month ended December 31, 2018 through

December 31, 2023. The graph assumes that $100.00 was invested on December 31, 2018 in our Common Stock and in

our peer group and in the Standard & Poor’s Corporation Composite 500 Index and assumes reinvestment of any

dividends.

The stock price performance below is not necessarily indicative of future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among AMC Entertainment Holdings, Inc., the S&P 500 Index, and a Peer Group

*$100 invested on December 31, 2018 in stock or in index, including reinvestment of dividends. Historical AMC share

prices were adjusted by Refinitiv to reflect the impact of the Special Dividend paid on August 19, 2022 and the

reverse stock split on August 24, 2023. Fiscal year ended December 31.

12/18 3/19 6/19 9/19 12/19

AMC Entertainment Holdin

s, Inc. ................................... 100.00 123.60 80.01 94.35 66.38

S&P 500 ....................................................... 100.00 113.65 118.54 120.55 131.49

Peer Grou

...................................................... 100.00 114.43 103.71 112.15 100.41

3/20 6/20 9/20 12/20

AMC Entertainment Holdin

s, Inc. ................................... 29.29 39.76 43.65 19.65

S&P 500 ....................................................... 105.72 127.44 138.81 155.68

Peer Grou

...................................................... 34.00 39.67 36.96 61.10

3/21 6/21 9/21 12/21

AMC Entertainment Holdin

s, Inc. ................................... 94.62 525.29 352.73 252.08

S&P 500 ....................................................... 165.29 179.42 180.47 200.37

Peer Group ...................................................... 70.45 75.63 66.38 57.89

3/22 6/22 9/22 12/22

AMC Entertainment Holdings, Inc. ................................... 228.35 125.58 105.15 61.40

S&P 500 ....................................................... 191.15 160.38 152.55 164.08

Peer Group ...................................................... 61.84 54.24 44.29 36.70

3/23 6/23 9/23 12/23

AMC Entertainment Holdings, Inc. ................................... 66.69 58.57 12.05 9.23

S&P 500 ....................................................... 176.38 191.80 185.52 207.21

Peer Grou

...................................................... 56.22 57.96 64.92 50.05

$100

$200

$300

$400

$500

$600

12/18 3/19 6/19 9/19 12/19 3/20 6/20 9/20 12/20 3/21 6/21 9/21 12/21 3/22 6/22 9/22 12/22 3/23 6/23 9/23 12/23

AMC Entertainment Holdings, Inc. S&P 500 Peer Group

Item 6. [Reserved].

Not applicable

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion relates to the consolidated audited financial statements of AMC included elsewhere in

this Annual Report on Form 10-K. This discussion contains forward-looking statements. Please see “Forward-Looking

Statements” and “Risk Factors” in Part I on this Annual Report on Form 10-K for a discussion of the risks, uncertainties

and assumptions relating to these statements. See Note 1—The Company and Significant Accounting Policies in Notes

to the Consolidated Financial Statements under Part II, Item 8 thereof for information regarding the Company’s

significant accounting policies.

Overview

AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational

excellence. As of December 31, 2023 we operated in 11 countries including the United States and throughout Europe.

Our theatrical exhibition revenues are generated primarily from box office admissions and food and beverage

sales. The balance of our revenues is generated from ancillary sources, including on-screen advertising, fees earned from

our customer loyalty programs, rental of theatre auditoriums, income from gift card and exchange ticket sales, theatrical

distribution, retail popcorn sales, and online ticketing fees. As of December 31, 2023, we owned, operated or had

interests in 898 theatres and 10,059 screens.

Significant Events—For the Year Ended December 31, 2023

AMC Distribution. During 2023 we, along with our sub-distribution partners, served as the theatrical

distributor for two theatrical releases: TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE: A FILM BY BEYONCÉ.

The distribution business is a new source of revenue that we have the potential to capitalize on in the future.

Lease Termination. During the year ended December 31, 2023, the Company received a $13.0 million buyout

incentive from a landlord which provided the landlord the right to terminate the lease of one theatre. The incentive and

termination gain resulted in a $16.7 million reduction to rent expense.

Saudi Cinema Company. On December 30, 2022, we entered into an agreement to sell our 10.0% investment

in Saudi Cinema Company, LLC for SAR 112.5 million ($30.0 million), subject to certain closing conditions. On

January 24, 2023, the Saudi Ministry of Commerce recorded a sale of equity and we received the proceeds on

January 25, 2023. We recorded a gain on the sale of $15.5 million in investment income during the year ended

December 31, 2023.

Debt Repurchases & Exchanges. The below table summarizes the cash debt repurchase transactions during

the year ended December 31, 2023, including related party transactions with Antara, which was a related party from

February 7, 2023 to August 25, 2023. These transactions were executed at terms equivalent to an arms-length

transaction.

Aggregate Principal Reacquisition Gain on Accrued Interest

(In millions) Repurchased Cost Extinguishment Paid

Related part

transactions:

Second Lien Notes due 2026 .................... $ 75.9 $ 48.5 $ 40.9 $ 1.1

5.875% Senior Subordinated Notes due 2026 . . . . . . 4.1 1.7 2.3 0.1

Total related part

transactions ................... 80.0 50.2 43.2 1.2

on-related part

transactions:

Second Lien Notes due 2026 .................... 139.7 91.4 71.3 4.5

Total non-related part

transactions ............... 139.7 91.4 71.3 4.5

Total debt repurchases ........................... $ 219.7 $ 141.6 $ 114.5 $ 5.7

The below table summarizes various debt for equity exchange transactions that occurred during the year ended

December 31, 2023. See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’ Deficit,

and Note 16—Subsequent Events in Notes to the Consolidated Financial Statements under Part II, Item 8 thereof for

more information.

Shares of

Aggregate Principal Common Stock Gain on Accrued Interest

(In millions, except for share data) Exchanged Exchanged Extinguishment Exchanged

Second Lien Notes due 2026 .................. $ 105.3 14,186,651 $ 28.3 $ 1.2

Additional Share Issuances to Antara. On December 22, 2022, we entered into the Forward Purchase

Agreement with Antara pursuant to which we agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity Units for an

aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100.0 million aggregate

principal amount of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619

AMC Preferred Equity Units. On February 7, 2023, we issued 19,762,130 AMC Preferred Equity Units to Antara in

exchange for $75.1 million in cash and $100.0 million aggregate principal amount of our 10%/12% Cash/PIK Toggle

Second Lien Notes due 2026. We recorded $193.7 million to stockholders’ deficit as a result of the transaction. We paid

$1.4 million of accrued interest in cash upon exchange of the notes.

Share Issuances. During the year ended December 31, 2023, we entered into various equity distribution

agreements with sales agents to sell shares of our Common Stock and AMC Preferred Equity Units, from time to time,

through “at-the-market” offering programs that have been completed.

During the year ended December 31, 2023, the Company raised gross proceeds of approximately

$790.0 million and paid fees to sales agents and incurred other third-party issuance costs of approximately $19.8 million

and $9.9 million, respectively, through its at-the-market offering of approximately 88.0 million shares of its Common

Stock and 7.1 million of its AMC Preferred Equity Units. The Company paid $12.6 million of other third-party issuance

costs during the year ended December 31, 2023. See Note 9—Stockholders’ Deficit for further information regarding the

at-the-market offerings.

Special Awards. On February 23, 2023, AMC’s Board of Directors approved special awards in lieu of vesting

of the 2022 PSU awards. The special awards were accounted for as a modification to the 2022 PSU awards which

lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both

tranches. This modification resulted in the immediate additional vesting of 238,959 Common Stock 2022 PSUs and

238,959 AMC Preferred Equity Unit 2022 PSUs. This was treated as a Type 3 modification (improbable-to-probable)

which requires us to recognize additional stock compensation expense based on the modification date fair values of the

Common Stock PSUs and AMC Preferred Equity Units PSUs of $14.9 million and $5.3 million, respectively. During the

year ended December 31, 2023, we recognized $20.2 million of additional stock compensation expense related to these

awards.

NCM Bankruptcy. On April 11, 2023, National CineMedia, LLC (“NCM”) filed a petition under Chapter 11

of the U.S. Bankruptcy Code in the Southern District of Texas. NCM is the in-theatre advertising provider for the

majority of our theatres in the United States. Under the Chapter 11 Plan (the “Plan”), NCM has assumed its agreements

with us. As part of the Plan, on August 7, 2023, NCM issued 16,581,829 common units that were owed to AMC as part

of the annual common unit adjustment. But under the terms of the Plan and the restructuring of the equity of NCM

thereunder, the NCM common units were immediately cancelled upon the efficacy of the Plan. We have filed appeals

with the United States District Court for the Southern District of Texas, objecting to, among other things, certain terms

of the Plan, including modification of the terms of the exhibitor services agreement with other parties that were not

granted to us and appeal of the court’s order to approve cancellation of the NCM common unit issuance. We do not

expect the NCM bankruptcy to have a material impact on the Company.

Shareholder Litigation. Two putative stockholder class actions were filed in the Delaware Chancery Court

that assert a breach of fiduciary duty against certain of our directors and a claim for breach of 8 Del. C. § 242 against

those directors and us, arising out of our creation of AMC Preferred Equity Units, the transactions between Antara and

us that we announced on December 22, 2022, and the Charter Amendments.

This litigation prevented us from immediately implementing the Charter Amendments. On April 2, 2023, the

parties entered into a binding settlement term sheet to settle the litigation and allow implementation of the Charter

Amendments. On August 11, 2023, the Delaware Chancery Court approved the settlement and on Monday, August 21,

2023, the Delaware Supreme Court confirmed the ruling of the Chancery Court. Pursuant to the settlement term sheet,

record holders of Common Stock at the close of business on August 24, 2023, after giving effect to the Reverse Stock

Split, but prior to the conversion of AMC Preferred Equity Units into Common Stock, received a payment of one share

of Common Stock for every 7.5 shares of Common Stock owned by the Settlement Payment Recipients. On August 28,

2023, the Company made the Settlement Payment and issued 6,897,018 shares of Common Stock. See Note 11—

Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements under Item 8 of Part

II of this Form 10-K for further information regarding the litigation and settlement. For capitalized terms used herein but

not defined see Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II,

Item 8 thereof.

Significant Events—For the Year Ended December 31, 2022

Share Issuances. On September 26, 2022, we entered into an equity distribution agreement (the “Equity

Distribution Agreement”) with Citigroup Global Markets Inc. as a sales agent (“Sales Agent”), to sell up to 42.5 million

shares, as adjusted for the Reverse Stock Split, of our AMC Preferred Equity Units, from time to time, through an “at-

the-market” offering program. We raised gross proceeds of approximately $228.8 million during the year ended

December 31, 2022, through our at-the-market offering of approximately 20.8 million shares, as adjusted for the Reverse

Stock Split, of our AMC Preferred Equity Units and paid fees to the Sales Agent and incurred other third-party issuance

costs of approximately $5.7 million and $5.5 million, respectively.

AMC Preferred Equity Units. On August 4, 2022, we announced that the Board of Directors declared a

special dividend of one AMC Preferred Equity Unit for each share of Class A common stock outstanding at the close of

business on August 15, 2022, the record date. The dividend was paid at the close of business on August 19, 2022 to

investors who held Class A common stock as of August 22, 2022, the ex-dividend date. Each AMC Preferred Equity

Unit was a depositary share and represents an interest in a share of Series A Convertible Participating Preferred Stock

evidenced by a depositary receipt pursuant to a deposit agreement. Each AMC Preferred Equity Unit was designed to

have the same economic and voting rights as a share of Common Stock. Trading of the AMC Preferred Equity Units on

the NYSE began on August 22, 2022 under the ticker symbol “APE” and ceased on August 25, 2023.

Investment in Hycroft. On March 14, 2022, we purchased 2.3 million units of Hycroft Mining Holding

Corporation (NASDAQ: HYMC) (“Hycroft”) for $27.9 million, with each unit consisting of one common share of

Hycroft and one common share purchase warrant. The units were priced at $11.93 per unit. The preceding amounts have

been adjusted for the one-for-ten reverse stock split Hycroft effectuated on November 15, 2023.

Each warrant we hold is exercisable for one common share of Hycroft at a price of $10.680 per share over a

5-year term through March 2027. We account for the common shares of Hycroft under the equity method and we have

elected the fair value option in accordance with ASC 825-10. We account for the warrants as derivatives in accordance

with ASC 815. Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting

period and unrealized gains and losses are reported in investment expense (income). During the years ended

December 31, 2023 and December 31, 2022, the Company recorded unrealized losses related to the investment in

Hycroft of $12.6 million and $6.3 million, respectively, in investment expense (income), respectively. See Note 12—

Fair Value Measurements in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K

for further information.

First Lien Senior Secured Notes due 2029. On February 14, 2022, we issued $950.0 million aggregate

principal amount of our 7.5% First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”). We used the net

proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the $500 million aggregate principal

amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026,

and $73.5 million aggregate principal amount of the First Lien Toggle notes due 2026 and to pay related accrued

interest, fees, costs, premiums and expenses. We recorded a loss on debt extinguishment related to this transaction of

$135.0 million in other expense in 2022.

Odeon Debt Refinancing. The Odeon Term Loan Facility was set to mature on August 19, 2023. On

October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect

subsidiary of the Company issued $400.0 million aggregate principal amount of its 12.75% Odeon Senior Secured Notes

due 2027 (“Odeon Notes due 2027”), at an issue price of 92.00%. The Odeon Notes due 2027 bear a cash interest rate of

12.75% per annum and will be payable semi-annually in arrears on May 1 and November 1, beginning on May 1, 2023.

The Odeon Notes due 2027 are guaranteed on a senior secured basis by certain subsidiaries of Odeon and by Holdings

on a standalone and unsecured basis. The Odeon Notes due 2027 contain covenants that limit Odeon and certain

subsidiaries’ ability to, among other things: (i) incur additional indebtedness or guarantee indebtedness; (ii) create liens;

(iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter

into transaction with affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their

respective assets; and (vii) impair the security interest in the collateral. These covenants are subject to a number of

important limitations and exceptions. We used the $363.0 million net proceeds from the Odeon Notes due 2027 and

$146.7 million of existing cash to fund the payment in full of the £147.6 million ($167.7) million and €312.2 million

($308.9) million aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees,

costs, premiums and expenses. We recorded a loss on debt extinguishment related to this transaction of $36.5 million in

other expense in 2022.

Significant Events—For the Year Ended December 31, 2021

For a discussion of significant events for the year ended December 31, 2021, see “Part II,

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report

on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1,

2022, which is incorporated herein by reference.

Selected Financial Data

Year Ended

December 31,

(In millions, except operating data) 2023 2022 2021 2020 2019

Statement of Operations Data:

Revenues:

Admissions ............................................ $ 2,690.5 $ 2,201.4 $ 1,394.2 $ 712.1 $ 3,301.3

Food and beverage ....................................... 1,669.8 1,313.7 857.3 362.4 1,719.6

Other revenue .......................................... 452.3 396.3 276.4 167.9 450.1

Total revenues ........................................ 4,812.6 3,911.4 2,527.9 1,242.4 5,471.0

Operating Costs and Expenses:

Film exhibition costs ..................................... 1,291.1 1,051.7 607.7 322.7 1,699.1

Food and beverage costs .................................. 315.3 228.6 137.9 88.8 278.7

Operating expense, excluding depreciation and amortization below . . 1,691.5 1,528.4 1,141.8 856.0 1,686.6

Ren

................................................. 873.5 886.2 828.0 884.1 967.8

General and administrative:

Merger, acquisition and othe

costs(1) ....................... 1.7 2.1 13.7 24.6 15.5

Other, excluding depreciation and amortization below........... 241.9 207.6 226.6 156.7 153.0

Depreciation and amortization .............................. 365.0 396.0 425.0 498.3 450.0

Impairment of long-lived assets, definite and indefinite-lived

intangible assets and goodwill(2) .......................... 106.9 133.1 77.2 2,513.9 84.3

Operating costs and expenses ............................... 4,886.9 4,433.7 3,457.9 5,345.1 5,335.0

Operating income (loss) ................................... (74.3) (522.3) (930.0) (4,102.7) 136.0

Other expense (income)(3) ................................... (69.1) 53.6 (87.9) 28.9 13.4

Interest expense:

Corporate borrowings .................................... 369.6 336.4 414.9 311.0 292.8

Capital and financing lease obligations ........................ 3.7 4.1 5.2 5.9 7.6

Non-cash NCM exhibitor services agreement(4) ................. 37.9 38.2 38.0 40.0 40.4

Equity in (earnings) losses of non-consolidated entities(5) ............ (7.7) 1.6 (11.0) 30.9 (30.6)

Investment expense (income)(6) ............................... (15.5) 14.9 (9.2) 10.1 (16.0)

Loss before income taxes..................................... (393.2) (971.1) (1,280.0) (4,529.5) (171.6)

Income tax provision (benefit)(7) .............................. . 3.4 2.5 (10.2) 59.9 (22.5)

et loss .................................................. (396.6) (973.6) (1,269.8) (4,589.4) (149.1)

Less: Net loss attributable to noncontrolling interests .............

—

(0.7) (0.3)

—

et loss attributable to AMC Ente

tainment Holdings, Inc............. $ (396.6) $ (973.6) $ (1,269.1) $ (4,589.1) $ (149.1)

Loss per share attributable to AMC Entertainment Holdings, Inc.'s

common stockholders:

Basic and diluted ........................................ $ (2.37) $ (9.29) $ (13.29) $ (195.76) $ (7.18)

Average shares outstanding

Basic and diluted (in thousands) ............................. 167,644 104,769 95,482 23,443 20,767

Dividends declared per basic and diluted common share .............. $ 0.00 $ 0.00 $ 0.00 $ 0.15 $ 4.00

Year Ended

December 31,

(In millions, except operating data) 2023 2022 2021 2020 2019

Balance Sheet Data (at period end):

Cash and cash equivalents .................................... $ 884.3 $ 631.5 $ 1,592.5 $ 308.3 $ 265.0

Corporate borrowings ....................................... 4,577.4 5,140.8 5,428.0 5,715.8 4,753.4

Other long-term liabilities .................................... 102.7 105.1 165.0 241.3 195.9

Finance lease liabilities ...................................... 55.4 58.8 72.7 96.0 99.9

AMC Entertainment Holdings, Inc.'s stockholder’s equity (deficit)...... (1,847.9) (2,624.5) (1,789.5) (2,885.1) 1,214.2

Total assets ............................................... 9,009.2 9,135.6 10,821.5 10,276.4 13,675.8

Other Data:

et cash provided by (used in) operating activities .................. $ (215.2) $ (628.5) $ (614.1) $ (1,129.5) $ 579.0

Capital expenditures ........................................ (225.6) (202.0) (92.4) (173.8) (518.1)

Screen additions ...........................................

—

51 82 63 85

Screen acquisitions ......................................... 31 157 140 14 70

Screen dispositions ......................................... 461 323 166 593 210

Construction openings (closures), net .......................... . . 15 27 (37) 18 5

Average screens

—

continuing operations(8) ....................... 9,850 10,118 8,998 5,049 10,669

umber of screens operated ................................... 10,059 10,474 10,448 6,048 11,041

umber of theatres operated .................................. 898 940 930 503 1,004

Total number of circuit screens ................................ 10,059 10,474 10,562 10,543 11,041

Total number of circuit theatres ............................... . 898 940 946 950 1,004

Screens per theatre ......................................... 11.2 11.1 11.2 11.1 11.0

Attendance (in thousands)

—

continuing operations(8) ................ 239,485 200,965 128,547 75,190 356,443

(1) During the year ended December 31, 2023, expenses were primarily related to legal and professional costs

related to strategic contingent planning. During the year ended December 31, 2022, expenses were

primarily related to legal and professional costs related to strategic contingent planning. During the year

ended December 31, 2021, expenses were primarily due to bonus expense and stock-based compensation

expense. During the year ended December 31, 2020, expenses were primarily due to legal and professional

costs related to strategic contingent planning. During the year ended December 31, 2019, expenses were

primarily due to organizational design including one-time severance and outplacement costs of $9.8 million

and acquisitions and divestitures including entity simplification costs of $4.0 million.

(2) During the year ended December 31, 2023, we recorded non-cash impairment charges related to our long-

lived assets of $49.2 million on 68 theatres in the U.S. markets with 738 screens which were related to

property, net, and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the

International markets with 488 screens which were related to property, net and operating lease right-of-use

assets, net. During the year ended December 31, 2022, we recorded non-cash impairment charges related to

our long-lived assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens which were

related to property, net, and operating lease right-of-use assets, net and $59.7 million on 53 theatres in the

International markets with 456 screens which were related to property, net and operating lease right-of-use

assets, net. During the year ended December 31, 2021, we recorded non-cash impairment charges related to

our long-lived assets of $61.3 million on 77 theatres in the U.S. markets with 805 screens which were

related to property, net, operating lease right-of-use assets, net and other long-term assets and $15.9 million

on 14 theatres in the International markets with 118 screens which were related to property, net and

operating lease right-of-use assets, net. During the year ended December 31, 2020, we recorded goodwill

non-cash impairment of $1,276.1 million and $1,030.3 million related to the enterprise fair values of the

Domestic Theatres and International Theatres reporting units, respectively. During the year ended

December 31, 2020, we recorded non-cash impairment charges related to our long-lived assets of

$152.5 million on 101 theatres in the U.S. markets with 1,139 screens and $25.4 million on 37 theatres in

the International markets with 340 screens and recorded impairment charges related to indefinite-lived

intangible assets of $12.5 million and $2.7 million related to the Odeon and Nordic trade names,

respectively, in the International markets. We also recorded non-cash impairment charges of $14.4 million

for our definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended

December 31, 2020. During the year ended December 31, 2019, we recorded non-cash impairment of

long-

lived assets of $84.3 million on 40 theatres in the U.S. markets with 512 screens, 14 theatres in the

International markets with 148 screens, and a U.S. property held and not used.

(3) Other (income) for the year ended December 31, 2023, was primarily due to gains on debt extinguishment

of $(142.8) and foreign currency transaction gains of $(17.8) million, partially offset by litigation charges

of $110.2 million. Other expense for the year ended December 31, 2022, was primarily due to a loss on

extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate

principal amount of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First

Lien Notes due 2026, and the $73.5 million aggregate principal amount of the First Lien Toggle Notes due

2026 and a loss on extinguishment of debt of $36.5 million related to the full redemption of the

£147.6 million and €312.2 million ($476.6 million) aggregate principal amount of the Odeon Term Loan

Facility, partially offset by a gain on extinguishment of debt of $(75.0) million related to the redemption of

$118.3 million of aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment

of debt of $(3.7) million related to the redemption of $5.3 million aggregate principal amount of Senior

Subordinated Notes due 2027, $(25.8) million in government assistance related to COVID-19 and

$(12.3) million in foreign currency transaction gains. Other income for the year ended December 31, 2021

was primarily due to $87.1 million in government assistance related to COVID-19. Other expense (income)

for the year ended December 31, 2020 included a loss of $109.0 million related to the fair value

adjustments of the derivative liability and derivative asset for our Convertible Notes, financing fees related

to the Exchange Offer of $39.3 million, and credit losses related to contingent lease guarantees of

$15.0 million, partially offset by a gain on extinguishment of the Second Lien Notes due 2026 of

$93.6 million and financing related foreign currency transaction losses. Other expense of $13.4 million

during the year ended December 31, 2019 was primarily due to $16.6 million of expense related to the

repayment of indebtedness, foreign currency transaction losses of $1.5 million, non-operating net periodic

benefit cost of $1.2 million, and the decrease in fair value of our derivative asset for the contingent call

option related to the Class B common stock purchase and cancellation agreement of $17.7 million, partially

offset by decrease in fair value of our derivative liability for the embedded conversion feature in our

convertible notes of $23.5 million.

(4) Non-cash NCM exhibitor services agreement includes a significant financing component due to the

significant length of time between receiving the non-cash consideration and fulfilling the performance

obligation. We received the non-cash consideration in the form of common membership units from NCM,

in exchange for rights to exclusive access to our theatre screens and attendees through February 2037.

(5) Equity in (earnings) of non-consolidated entities was primarily due to equity in earnings from AC JV, LLC

(“AC JV”) of $4.9 million for the year ended December 31, 2023. Equity in (earnings) loss of non-

consolidated entities was primarily due to equity in loss from Saudi Cinema Company, LLC, partially

offset by equity in earnings from DCIP and AC JV for the year ended December 31, 2022. Equity in

(earnings) loss of non-consolidated entities was primarily due to equity in earnings from DCIP for the year

ended December 31, 2021. Equity in (earnings) loss of non-consolidated entities includes impairment

losses in the International markets related to equity method investments of $8.6 million during the year

ended December 31, 2020.

(6) Investment (income) during the year ended December 31, 2023 includes a $(15.5) million gain on sale of

our investment in Saudi Cinema Company LLC and interest income of $(15.3) million, partially offset by a

decline in estimated fair value of investment in common shares of Hycroft of $6.6 million, a decline in the

estimated fair value of our investment in warrants to purchase common shares of Hycroft of $6.0 million,

$1.8 million of expense for NCM Common Units, $1.0 million impairment of a cost method investment.

Investment expense during the year ended December 31, 2022 includes a decline in estimated fair value of

investment in common shares of Hycroft Mining Holding Corporation of $12.5 million partially offset by

$(6.2) million of appreciation in estimated fair value of our investment in warrants to purchase common

shares of Hycroft Mining Holding Corporation, a $13.5 million loss on sale of our investment in NCM

common units offset by interest income of $(5.9) million. Investment income during the year ended

December 31, 2021 includes a gain on sale of the Baltics theatres of $5.5 million. Investment expense

(income) during the year ended December 31, 2020 includes impairment losses of $15.9 million related to

equity interest investments without a readily determinable fair value accounted for under the cost method in

the U.S. markets. Investment expense (income) during the year ended December 31, 2019 includes a gain

on the sale of our Austria theatres of $12.9 million and a loss on impairment of an investment of

$3.6 million.

(7) During the year ended December 31, 2023, income tax expense was primarily related to changes in

domestic indefinite-lived deferred liabilities, state taxes, and taxes in Finland and Germany. During the

year ended December 31, 2022, income tax expense was primarily related to changes in domestic

indefinite-lived deferred liabilities and taxes in Finland. During the year ended December 31, 2020, income

tax expense was primarily due to the recording of international valuation allowances against deferred tax

assets held in Spain of $40.1 million and Germany of $33.1 million, partially offset by income tax benefit

from net losses incurred in International markets. During the year ended December 31, 2019, an

international valuation allowance previously established against deferred tax assets held in Spain was

released in the fourth quarter of 2019 resulting in a $41.5 million benefit to income tax expense. We

estimate that we will have no liability for deemed repatriation of foreign earnings.

(8) Includes consolidated theatres only.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the

preparation of our financial statements, we are required to make assumptions and estimates about future events and

apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We

base our assumptions, estimates, and judgments on historical experience, current trends and other factors that

management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis,

we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are

presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be

determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be

material. We have identified several policies as being critical because they require management to make particularly

difficult, subjective and complex judgments about matters that are inherently uncertain, and there is a likelihood that

materially different amounts would be reported under different conditions or using different assumptions.

All of our significant accounting policies are discussed in Note 1—The Company and Significant Accounting

Policies in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

Long-lived Assets Impairments. We review long-lived assets whenever events or changes in circumstances

indicate that the carrying amount of the assets may not be fully recoverable.

Critical estimates. There are many estimates and significant judgments that are made by management in

performing impairment evaluations of long-lived assets, including but not limited to, estimates of future attendance,

revenues, operating costs and expenses, capital expenditures, the cost of capital. These estimates determine whether

impairments have been incurred and quantify the amount of any related impairment charge.

Assumptions and judgment. Our valuation methodology for assessing impairment requires management to make

judgments and assumptions based on historical experience and projections of future cash flows. Our projections assume

that operating revenues will continue to gradually improve to the point of approaching pre-COVID-19 levels. This

assumption, together with other assumptions, create considerable amount of management judgment with respect to cash

flow estimates and appropriate discount rates to be used in determining the fair value of long-lived assets.

Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are

reasonable, actual results may differ from these estimates, many of which fall under Level 3 within the fair value

measurement hierarchy. Factors that could lead to impairment of long-lived assets include adverse industry or economic

trends that would result in declines in the operating performance of our Domestic and International Theatres. Examples

of adverse events or circumstances that could change include (i) limited availability of new theatrical releases; (ii) an

adverse change in macroeconomic conditions; (iii) increased cost factors that have a negative effect on our earnings and

cash flows and higher interest rates; and (iv) negative or overall declining financial performance compared with our

actual and projected results of relevant prior periods.

If we are required to record an impairment charge it may substantially reduce the carrying value of our assets

and reduce our income in the year in which it is recorded. Given the nature of our business and our recent history,

business conditions that are constantly changing, and the competitive business environment in which we operate future

material impairments are possible and they may be material.

Our Current Long-lived Asset Impairment related Estimates and Changes in those Estimates. During the year

ended December 31, 2023, we recorded non-cash impairment charges related to our long-lived assets of $49.2 million on

68 theatres in the U.S. markets with 738 screens which were related to property, net and operating lease right-of-use

assets, net and $57.7 million on 57 theatres in the International markets with 488 screens which were related to property,

net and operating lease right-of-use assets, net.

During the year ended December 31, 2022, we recorded non-cash impairment charges related to our long-lived

assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens which were related to property, net and

operating lease right-of-use assets, net and $59.7 million on 53 theatres in the International markets with 456 screens

which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2021, we recorded non-cash impairment charges related to our long-lived

assets of $61.3 million on 77 theatres in the U.S. markets with 805 screens which were related to property, net, operating

lease right-of-use assets, net and other long-term assets and $15.9 million on 14 theatres in the International Markets

with 118 screens which were related to property, net and operating lease right-of-use assets, net.

At December 31, 2023, related cash flows were discounted at 9.0% for the Domestic Theatres and 11.0% for

the International Theatres. At December 31, 2022, related cash flows were discounted at 10.0% for Domestic Theatres

and 12.5% for International Theatres. At December 31, 2021, related cash flows were discounted at 10.0% for Domestic

Theatres and 11.5% for International Theatres.

Goodwill. We evaluate the goodwill recorded at our two reporting units (Domestic Theatres and International

Theatres) for impairment annually as of the beginning of the fourth fiscal quarter or more frequently as specific events or

circumstances dictate. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied

fair value. If the estimated fair value of the reporting unit is less than its carrying value, the difference is recorded as a

goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit. Entities are

allowed to perform optional qualitative assessments for both reporting units to determine whether it is more likely than

not that goodwill is impaired.

Critical estimates. Calculating the fair value of our Domestic Theatres and International Theatres reporting

units by use of the income approach for enterprise valuation methodology which utilizes estimated future discounted

cash flows. The income approach provides an estimate of fair value by measuring estimated annual cash flows over a

discrete projection period and applying a present value discount rate to the cash flows. The present value of the cash

flows is then added to the present value equivalent of the residual value of the business to arrive at an estimated fair

value of the reporting unit. The residual value represents the present value of the projected cash flows beyond the

discrete projection period. The discount rates are determined using weighted average cost of capital for the risk of

achieving the projected cash flows.

We have elected to perform the optional qualitative assessment during the years ended December 31, 2023,

2022, and 2021. Inherent in the qualitative assessment are estimates and assumptions about our consideration of events

and circumstances that may indicate a potential impairment. Such estimates and assumptions include, but are not limited

to, industry and market conditions, expected cost pressures, expected financial performance, and general macroeconomic

conditions. Additionally, the estimated fair value of our debt and equity at the consolidated level may be a relevant factor

in determining whether it is more likely than not that goodwill is impaired.

Assumptions and judgment. Estimating the impact of the general macroeconomic conditions, potential cost

pressures, and future industry and market conditions requires significant judgement. We must make assumptions around

how much weight should be given to each event and circumstance in order to make an overall qualitative assessment on

whether it is more likely than not that goodwill is impaired. The estimated fair value of our debt is based on observable

market based inputs and the estimated fair value of our equity is based on quoted prices in active markets.

Impact if actual results differ from assumptions. If we were required to record an impairment charge to our

goodwill it may substantially reduce the carrying value of goodwill on our balance sheet and reduce our income in the

year in which it is recorded. Given the nature of our business and our recent history, business conditions that are

constantly changing, and the competitive business environment in which we operate future material impairments are

possible and they may be material.

Our Current Goodwill Estimates and Changes in those Estimates. Based on our qualitative assessments for the

years ended December 31, 2023, December 31, 2022, and December 31, 2021, we do not believe it is more likely than

not that goodwill is impaired.

Income and operating taxes. Income and operating taxes are inherently difficult to estimate and record. This is

due to the complex nature of the U.S. and International tax codes and also because our returns are routinely subject to

examination by government tax authorities, including federal, state and local officials. Most of these examinations take

place a few years after we have filed our tax returns. Our tax audits in many instances raise questions regarding our tax

filing positions, the timing and amount of deductions claimed and the allocation of income among various tax

jurisdictions.

Critical estimates. In calculating our effective income tax rate and other taxes applicable to our operations, we

make judgments regarding certain tax positions, including the timing and amount of deductions and allocations of

income among various tax jurisdictions with disparate tax laws.

Assumptions and judgment. We have various tax filing positions with regard to the timing and amount of

deductions and credits and the allocation of income among various tax jurisdictions, based on our interpretation of local

tax laws. We also inventory, evaluate and measure all uncertain tax positions taken or expected to be taken on tax returns

and record liabilities for the amount of such positions that may not be sustained, or may only be partially sustained, upon

examination by the relevant taxing authorities.

Impact if actual results differ from assumptions. Although we believe that our estimates and judgments are

reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the

taxing authorities. If one or more of the taxing authorities were to successfully challenge our right to realize some or all

of the tax benefit we have recorded, and we were unable to realize this benefit, it could have a material adverse effect on

our financial results and cash flows.

Our Current Tax Estimates and Changes in those Estimates. At December 31, 2023, our federal income tax loss

carryforwards were approximately $1,711.9 million, our state income tax loss carryforwards were approximately

$2,463.3 million, and our foreign income tax loss carryforwards were approximately $949.0 million. Since these losses

have varying degrees of carryforward periods, it requires us to estimate the amount of carryforward losses that we can

reasonably be expected to realize. Future changes in conditions and in the tax code may change these strategies and thus

change the amount of carry forward losses that we expect to realize and the amount of valuation allowances we have

recorded. As of December 31, 2023, we had a total valuation allowance of $1,641.3 million related to the above loss

carryforward and other future tax benefits for which realization is not likely to occur. Accordingly, future reported

results could be materially impacted by changes in tax matters, positions, rules and estimates and these changes could be

material. See Note 10—Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 thereof,

for further information.

With the exception of Finland, all other international jurisdictions carried valuation allowances against their

deferred tax assets at the end of 2023.

Operating Results

The following table sets forth our consolidated revenues, operating costs and expenses attributable to our

theatrical exhibition operations and segment operating results. Reference is made to Note 13—Operating Segments in

the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for additional information therein:

U.S. Markets International Markets Consolidated

Year Ended Year Ended Year Ended

December 31, December 31, December 31,

(In millions) 2023 2022

Change 2023 2022

Change

Revenues

Admissions ................. $ 2,015.7 $ 1,642.2 22.7 % $ 674.8 $ 559.2 20.7 % $ 2,690.5 $ 2,201.4 22.2 %

Food and beverage ............ 1,347.3 1,055.7 27.6 % 322.5 258.0 25.0 % 1,669.8 1,313.7 27.1 %

Other theatre ................ 325.7 263.8 23.5 % 126.6 132.5 (4.5)% 452.3 396.3 14.1 %

Total revenues ............. 3,688.7 2,961.7 24.5 % 1,123.9 949.7 18.3 % 4,812.6 3,911.4 23.0 %

Operating Costs and Expenses

Film exhibition costs .......... 1,023.3 831.4 23.1 % 267.8 220.3 21.6 % 1,291.1 1,051.7 22.8 %

Food and beverage costs ....... 233.9 165.1 41.7 % 81.4 63.5 28.2 % 315.3 228.6 37.9 %

Operating expense, excluding

depreciation and amortization

elow .................... 1,261.8 1,110.5 13.6 % 429.7 417.9 2.8 % 1,691.5 1,528.4 10.7 %

Ren

...................... 651.5 666.5 (2.3)% 222.0 219.7 1.0 % 873.5 886.2 (1.4)%

General and administrative expense:

Merger, acquisition and other

costs .................... 1.7 2.7 (37.0)%

—

(0.6) (100.0)% 1.7 2.1 (19.0)%

Other, excluding depreciation

and amortization below ...... 169.2 142.4 18.8 % 72.7 65.2 11.5 % 241.9 207.6 16.5 %

Depreciation and amortization ...... 286.5 312.2 (8.2)% 78.5 83.8 (6.3)% 365.0 396.0 (7.8)%

Impairment of long-lived assets ..... 49.2 73.4 (33.0)% 57.7 59.7 (3.4)% 106.9 133.1 (19.7)%

Operating costs and expenses .... 3,677.1 3,304.2 11.3 % 1,209.8 1,129.5 7.1 % 4,886.9 4,433.7 10.2 %

Operating income (loss) .......... 11.6 (342.5) * % (85.9) (179.8) (52.2)% (74.3) (522.3) (85.8)%

Other expense (income):

Other expense (income) ........ (47.3) 52.0 *% (21.8) 1.6 *% (69.1) 53.6 * %

Interest expense:

Corporate borrowings ........ 310.7 267.3 16.2 % 58.9 69.1 (14.8)% 369.6 336.4 9.9 %

Finance lease obligations ..... 0.2 0.4 (50.0)% 3.5 3.7 (5.4)% 3.7 4.1 (9.8)%

Non-cash NCM exhibitor

service agreement ......... 37.9 38.2 (0.8)%

—

% 37.9 38.2 (0.8)%

Equity in (earnings) loss of

non-consolidated entities ..... (5.5) (4.3) 27.9% (2.2) 5.9 *% (7.7) 1.6 *%

Investment expense (income) .... 1.6 15.0 (89.3)% (17.1) (0.1) * % (15.5) 14.9 * %

Total other expense

(income), net ............. 297.6 368.6 (19.3)% 21.3 80.2 (73.4)% 318.9 448.8 (28.9)%

et loss before income taxes ....... (286.0) (711.1) (59.8)% (107.2) (260.0) (58.8)% (393.2) (971.1) (59.5)%

Income tax provision ............. 1.8 0.9 100.0 % 1.6 1.6

—

% 3.4 2.5 36.0 %

et loss ....................... $ (287.8) (712.0) (59.6)% $ (108.8) (261.6) (58.4)% $ (396.6) $ (973.6) (59.3)%

* Percentage change in excess of 100%.

U.S. Markets International Markets Consolidated

Year Ended Year Ended Year Ended

December 31, December 31, December 31,

2023 2022 2023 2022 2023 2022

Operating Data:

Screen additions ...............................

—

Screen acquisitions ............................. 21 132 10 25 31 157

Screen dispositions ............................. 315 256 146 67 461 323

Construction openings (closures), net ............... 15 5

—

22 15 27

Average screens(1) ............................. 7,403 7,635 2,447 2,483 9,850 10,118

Number of screens operated ...................... 7,369 7,648 2,690 2,826 10,059 10,474

Number of theatres operated ...................... 562 586 336 354 898 940

Screens per theatre ............................. 13.1 13.1 8.0 8.0 11.2 11.1

Attendance (in thousands)(1) ..................... 169,378 141,376 70,107 59,589 239,485 200,965

(1) Includes consolidated theatres only and excludes screens offline due to construction.

Adjusted EBITDA

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

net earnings (loss) plus (i) income tax provision (benefit), (ii) interest expense and (iii) depreciation and amortization, as

further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating

performance and to include attributable EBITDA from equity investments in theatre operations in International markets

and any cash distributions of earnings from other equity method investees. These further adjustments are itemized

below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental

analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the

same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be

construed as an inference that our future results will be unaffected by unusual or non-recurring items. The preceding

definition of and adjustments made to GAAP measures to determine Adjusted EBITDA are broadly consistent with

Adjusted EBITDA as defined in the Company’s debt indentures.

Adjusted EBITDA is a non-GAAP financial measure commonly used in our industry and should not be

construed as an alternative to net earnings (loss) as an indicator of operating performance (as determined in accordance

with U.S. GAAP). Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

We have included Adjusted EBITDA because we believe it provides management and investors with additional

information to measure our performance and estimate our value.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or

as a substitute for analysis of our results as reported under U.S. GAAP. For example, Adjusted EBITDA:

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

commitments;

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

• does not reflect the significant interest expenses, or the cash requirements necessary to service interest or

principal payments, on our debt;

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

• does not reflect any cash requirements for the assets being depreciated and amortized that may have to be

replaced in the future.

During the year ended December 31, 2023, Adjusted EBITDA in the U.S. markets was $370.2 million

compared to $59.6 million during the year ended December 31, 2022. The year-over-year improvement was primarily

driven by an increase in attendance as a result of the popularity of new film releases, increases in food and beverage

sales per patron, increases in average ticket price, increases in other revenues, and decreases in rent expense. These

improvements were partially offset by increases in operating expenses and general and administrative expenses.

During the year ended December 31, 2023, Adjusted EBITDA in the International markets was $55.6 million

compared to $(13.0) million during the year ended December 31, 2022. The year-over-year improvement was primarily

driven by an increase in attendance as a result of the popularity of new film releases, increases in average ticket price,

increases in food and beverage sales per patron. These improvements were partially offset by a decline in gift card and

package ticket expirations and theatre rentals for meetings, decreases in government assistance, and increases in rent,

operating expenses and general and administrative expenses. During the year ended December 31, 2023, Adjusted

EBITDA in the U.S. markets and International markets was $425.8 million compared to $46.6 million during the year

ended December 31, 2022, driven by the aforementioned factors impacting Adjusted EBITDA.

The following tables set forth our Adjusted EBITDA by reportable operating segment and our reconciliation of

Adjusted EBITDA:

Year Ended

Adjusted EBITDA (In millions) December 31, 2023 December 31, 2022

U.S. markets .......................................................... $ 370.2 $ 59.6

International markets .................................................... 55.6 (13.0)

Total Ad

usted EBITDA ................................................. $ 425.8 $ 46.6

Year Ended

(In millions) December 31, 2023 December 31, 2022

et loss ............................................................... $ (396.6) $ (973.6)

Plus:

Income tax provision (benefit)

(1) .............................................

3.4 2.5

Interest expense ..................................................... 411.2 378.7

Depreciation and amortization ......................................... 365.0 396.0

Impairment of long-lived assets, definite and indefinite-lived

intan

ible assets and

oodwill

(2) ...........................................

106.9 133.1

Certain operatin

expense

(3) .................................................

2.5 8.0

Equit

in (earnin

s) loss of non-consolidated entities

(4) .......................

(7.7) 1.6

Cash distributions from non-consolidated entities

(5) ...........................

6.5 6.6

Attributable EBITDA

(6).....................................................

2.2 0.4

Investment expense (income) .......................................... (15.5) 14.9

Other expense (income)

(7) ..................................................

(61.3) 80.4

Other non-cash rent benefit

(8) ...............................................

(35.0) (26.6)

General and administrative

—

unallocated:

Mer

er, acquisition and other costs

(9) .......................................

1.7 2.1

Stoc

ased compensation expense

(10) ......................................

42.5 22.5

usted EBITDA ...................................................... $ 425.8 $ 46.6

(1) For information regarding the income tax provision (benefit), see Note 10—Income Taxes in the Notes to the

Consolidated Financial Statements under Part II, Item 8 thereof.

(2) During the year ended December 31, 2023, we recorded non-cash impairment charges related to our long-lived

assets of $49.2 million on 68 theatres in the U.S. markets with 738 screens which were related to property, net

and operating lease right-of-use assets, net and $57.7 million on 57 theatres in the International markets with

488 screens which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2022, we recorded non-cash impairment charges related to our long-lived

assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens which were related to property, net

and operating lease right-of-use assets, net and $59.7 million on 53 theatres in the International markets with

456 screens which were related to property, net and operating lease right-of-use assets, net.

(3) Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and

other closure expense for the permanent closure of screens including the related accretion of interest, non-cash

deferred digital equipment rent expense, and disposition of assets and other non-operating gains or losses

included in operating expenses. We have excluded these items as they are non-cash in nature or are

non-

operating in nature.

(4) Equity in (earnings) loss of non-consolidated entities primarily consisted of equity in earnings from AC JV of

$4.9 million during the year ended December 31, 2023. During the year ended December 31, 2022, equity in

(earnings) loss of non-consolidated entities primarily consisted of equity in loss from Saudi Cinema Company,

LLC of $7.6 million, partially offset by equity in (earnings) in DCIP of $3.4 million.

(5) Includes U.S. non-theatre distributions from equity method investments and International non-theatre

distributions from equity method investments to the extent received. We believe including cash distributions is

an appropriate reflection of the contribution of these investments to our operations.

(6) Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain

International markets. See below for a reconciliation of our equity in (earnings) loss of non-consolidated

entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where we

hold a significant market share, we believe attributable EBITDA is more indicative of the performance of these

equity investments and management uses this measure to monitor and evaluate these equity investments. We

also provide services to these theatre operators including information technology systems, certain on-screen

advertising services and our gift card and package ticket program.

Year Ended

(In millions) December 31, 2023 December 31, 2022

Equit

in (earnin

s) loss of non-consolidated entities . . . . . $ (7.7) $ 1.6

Less:

Equity in (earnings) of non-consolidated entities

excludin

International theatre

oint ventures........ (6.6) (5.4)

Equity in earnings (loss) of International theatre

oint ventures .................................. 1.1 (7.0)

Income tax benefi

............................... 0.1 0.1

Investment expense (income) ...................... (0.6) 0.2

Interest expense ................................. 0.2 0.1

Impairment of lon

-lived assets....................

—

4.2

Depreciation and amortization ..................... 1.4 2.8

Other expense ...................................

—

Attributable EBITDA ............................... $ 2.2 $ 0.4

(7) Other expense (income) during the year ended December 31, 2023, primarily consisted of gains on debt

extinguishment of $(142.8) million and foreign currency transaction gains of $(17.8) million, partially offset by

non-cash litigation charge of $99.3 million.

Other expense (income) for the year ended December 31, 2022, primarily consisted of a loss on debt

extinguishment of $92.8 million, partially offset by income related to the foreign currency transaction gains of

$(12.3) million and contingent lease guarantees of $(0.2) million.

(8) Reflects amortization of certain intangible assets reclassified from depreciation and amortization to rent

expense, due to the adoption of ASC 842, Leases and deferred rent benefit related to the impairment of right-of-

use operating lease assets.

(9) Merger, acquisition and other costs are excluded as they are non-operating in nature.

(10) Non-cash expense included in general and administrative: other.

Segment Information

Our historical results of operations for the years ended December 31, 2023 and December 31, 2022 reflect the

results of operations for our two Theatrical Exhibition reportable segments, U.S. markets and International markets.

Results of Operations—For the Year Ended December 31, 2023, Compared to the Year Ended December 31, 2022

Consolidated Results of Operations

Revenues. Total revenues increased $901.2 million, or 23.0%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022. Admissions revenues increased $489.1 million, or 22.2%, during the

year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to an increase in

attendance of 19.2% from 201.0 million patrons to 239.5 million patrons and a 2.6% increase in average ticket price. The

increase in attendance was primarily due to the popularity of film product compared to the prior year. The increase in

average ticket price was primarily due to higher ticket prices for TAYLOR SWIFT | THE ERAS TOUR and

RENAISSANCE: A FILM BY BEYONCÉ and increased attendance for 3D content, partially offset by higher frequency

of use by subscribers to A-List.

Food and beverage revenues increased $356.1 million, or 27.1%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022, primarily due to the increase in attendance and an increase in food and

beverage per patron. Food and beverage per patron increased 6.6% from $6.54 to $6.97 due primarily to an increase in

average prices, the percentage of guests making transactions, and the lifting of COVID-19 restrictions on the sale of food

and beverage in certain international markets, partially offset by lower units purchased per transaction and higher

frequency from our Stubs loyalty members.

Total other theatre revenues increased $56.0 million, or 14.1%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022, primarily due to higher ticket fees due to the increase in the number of

tickets purchased online, increases in distribution revenues from TAYLOR SWIFT | THE ERAS TOUR and

RENAISSANCE: A FILM BY BEYONCÉ, and increases in advertising and retail sales, partially offset by lower income

from gift cards and package tickets and lower income from theatre meetings.

Operating costs and expenses. Operating costs and expenses increased $453.2 million, or 10.2%, during the

year ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to increases in film

exhibition and food and beverage costs. Film exhibition costs increased $239.4 million, or 22.8%, during the year ended

December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance. As a

percentage of admissions revenues, film exhibition costs were 48.0% for the year ended December 31, 2023, compared

to 47.8% for the year ended December 31, 2022.

Food and beverage costs increased $86.7 million, or 37.9%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022. The increase in food and beverage costs was primarily due to the

increase in food and beverage revenues and increases in product costs and obsolescence. As a percentage of food and

beverage revenues, food and beverage costs were 18.9% for the year ended December 31, 2023, compared to 17.4% for

the year ended December 31, 2022.

Operating expense increased by $163.1 million, or 10.7%, during the year ended December 31, 2023, compared

to the year ended December 31, 2022. The increase in operating expense was primarily due to an increase in attendance

and film distribution costs. As a percentage of revenues, operating expense was 35.1% for the year ended December 31,

2023, compared to 39.1% for the year ended December 31, 2022. Rent expense decreased 1.4%, or $12.7 million, during

the year ended December 31, 2023, compared to the year ended December 31, 2022, due primarily to the early

termination of one theatre lease for a benefit of $16.7 million, which included an early termination payment from the

landlord for $13.0 million. See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II

Item 8 thereof for further information on the impact of COVID-19 on leases and rent obligations of approximately

$56.3 million that have been deferred to future years as of December 31, 2023.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $1.7 million during the year

ended December 31, 2023, compared to $2.1 million during the year ended December 31, 2022.

Other. Other general and administrative expense increased $34.3 million, or 16.5%, during the year ended

December 31, 2023, compared to the year ended December 31, 2022 due primarily to stock-based compensation expense

of $20.2 million related to a February 23, 2023 special award grant accounted for as a modification to the 2022 PSU

awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was

achieved for both tranches and increased payroll, legal, professional and consulting and computer maintenance costs.

The modification resulted in the immediate additional vesting of 238,959 Common Stock PSUs and 238,959 Preferred

Equity Unit PSUs. The modification was treated as a Type 3 modification (improbable to probable) which required us to

recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs

and AMC Preferred Equity Unit PSUs of $62.30 per unit and $22.20 per unit, respectively, during the year ended

December 31, 2023. See Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under

Part II Item 8 thereof for additional information about stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization decreased $31.0 million, or 7.8%, during the

year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to lower depreciation

expense on theatres impaired during the year ended December 31, 2022, partially offset by accelerated depreciation

related to the replacement of digital projectors and permanently closed theatres.

Impairment of long-lived assets. During the year ended December 31, 2023, we recognized non-cash

impairment losses of $49.2 million on 68 theatres in the U.S. markets with 738 screens (in Alabama, Colorado, District

of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland,

Michigan, Minnesota, Missouri, North Carolina, New York, Pennsylvania, Tennessee, Texas, Utah, Virginia,

Washington, Wisconsin and West Virginia) which were related to property, net and operating lease right-of-use assets,

net and $57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy, Portugal,

Spain, Sweden, and the UK), which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2022, we recognized non-cash impairment losses of $73.4 million on

68 theatres in the U.S. markets with 817 screens (in Alabama, Arkansas, Arizona, California, Connecticut, District of

Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Louisiana, Massachusetts, Maryland, Michigan,

Minnesota, Missouri, North Carolina, North Dakota, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee,

Texas, Utah, West Virginia, and Wisconsin) which were related to property, net and operating lease right-of-use assets,

net and $59.7 million on 53 theatres in the International markets with 456 screens (in Germany, Italy, Spain, Sweden,

and the UK), which were related to property, net and operating lease right-of-use assets, net.

Other expense (income). Other income of $(69.1) million during the year ended December 31, 2023 was

primarily due to a gain on extinguishment of debt of $140.5 million related to the redemption of $320.9 million

aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $2.3 million related

to the redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, a receipt of

$14.0 million in settlement of the Lao Action and $17.8 million in foreign currency transaction gains, and partially offset

by, $110.2 million of expense related to the settlement of the Shareholder Litigation (as defined in Note 9—

Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) comprised of

$10.9 million of estimated legal fees and contingent insurance recovery costs and $99.3 million of non-cash expense for

the estimated fair value as of the date of the final Delaware Supreme Court order of settlement shares issued to holders

of Common Stock on August 28, 2023.

Other expense of $53.6 million during the year ended December 31, 2022 was primarily due to a loss on

extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount

of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the

$73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026 and a loss on extinguishment of debt

of $36.5 million related to the full redemption of the $476.6 million aggregate amount of the Odeon Term Loan Facility,

partially offset by a gain on extinguishment of debt of $(75.0) million related to the redemption of $118.2 million of

aggregate principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $(3.7) million

related to the redemption of $5.3 million aggregate principal amount of Senior Subordinated Notes due 2027,

$(25.8) million in government assistance related to COVID-19 and $(12.3) million in foreign currency transaction gains.

See Note 1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements

under Part II Item 8 thereof for additional information about the components of other expense (income).

Interest expense. Interest expense increased $32.5 million to $411.2 million for the year ended December 31,

2023 compared to $378.7 million during the year ended December 31, 2022 primarily due to:

• the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14,

2022;

• the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022;

and

• the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

• the extinguishment of $539.1 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026

from May 2022 to December 2023;

• the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;

• the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022;

• the extinguishment of $73.5 million of 15%/17% Cash/PIK/Toggle Second Lien Notes due 2026 on

February 14, 2022; and

• the extinguishment of £147.6 million and €312.2 million ($476.6 million) 10.75%/11.25% Cash/PIK

Term Loans due 2023 on October 20, 2022.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial

Statements under Part II Item 8 thereof for additional information about our indebtedness.

Equity in (earnings) loss of non-consolidated entities. Equity in (earnings) loss of non-consolidated entities

was ($7.7) million for the year ended December 31, 2023, compared to a loss of $1.6 million for the year ended

December 31, 2022. The decrease in equity losses from the prior year is primarily related to our 10.0% interest in Saudi

Cinema Company, LLC that was sold on January 24, 2023.

Investment (income) expense. Investment income was $(15.5) million for the year ended December 31, 2023,

compared to investment expense of $14.9 million for the year ended December 31, 2022. Investment income in the

current year includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million and interest

income of $15.3 million, partially offset by $6.6 million of decline in estimated fair value of our investment in common

shares of Hycroft and $6.0 million of decline in estimated fair value of our investment in warrants to purchase common

shares of Hycroft, a $1.0 million impairment charge related to equity interest investments without a readily determinable

fair value accounted for under the cost method, and $1.8 million of expense for NCM Common Units.

Investment expense included $12.5 million of decline in estimated fair value of our investment in common

shares of Hycroft partially offset by $(6.2) million of appreciation in estimated fair value of our investment in warrants

to purchase common shares of Hycroft, a $13.5 million decline in estimated fair value of our investment in NCM

common units offset by interest income of $(5.9) million during the year ended December 31, 2022.

Income tax provision. The income tax provision was $3.4 million and $2.5 million for the years ended

December 31, 2023 and December 31, 2022, respectively. See Note 10—Income Taxes in the Notes to the Consolidated

Financial Statements under Part II Item 8 thereof for further information.

Net loss. Net loss was $396.6 million and $973.6 million during the years ended December 31, 2023, and

December 31, 2022, respectively. Net loss during the year ended December 31, 2023 compared to net loss for the year

ended December 31, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film

releases compared to the prior year, decreases in rent expense, decreases in depreciation and amortization expense,

decreases in impairment of long-lived assets, decreases in other expense, decreases in equity in losses and decreases in

investment expense, partially offset by increases in general and administrative expenses, increases in interest expense,

and an increase in income tax provision.

Theatrical Exhibition–U.S. Markets

Revenues. Total revenues increased $727.0 million, during the year ended December 31, 2023, compared to the

year ended December 31, 2022. Admissions revenues increased $373.5 million, or 22.7%, during the year ended

December 31, 2023, compared to the year ended December 31, 2022, primarily due to an increase in attendance of

19.8% from 141.4 million patrons to 169.4 million patrons and a 2.4% increase in average ticket price. The increase in

attendance was primarily due to the popularity of film product compared to the prior year. The increase in average ticket

price was primarily due to higher ticket prices for TAYLOR SWIFT | THE ERAS TOUR and RENAISSANCE: A FILM

BY BEYONCÉ, increased attendance for 3D content and partially offset by higher frequency of use by subscribers to

our A-List program.

Food and beverage revenues increased $291.6 million, or 27.6%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022, primarily due to the increase in attendance and an increase in food and

beverage per patron. Food and beverage per patron increased 6.4% from $7.47 to $7.95 due primarily to an increase in

average prices and the percentage of guests making transactions, partially offset by lower units purchase per transaction

and higher frequency from our Stubs members.

Total other theatre revenues increased $61.9 million, or 23.5%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022, primarily due to higher ticket fees due to the increase in the number of

tickets purchased online, increases in distribution revenues from TAYLOR SWIFT | THE ERAS TOUR and

RENAISSANCE: A FILM BY BEYONCÉ, advertising, and retail sales, partially offset by lower income from gift cards

and package tickets and lower income from theatre meetings.

Operating costs and expenses. Operating costs and expenses increased $372.9 million, or 11.3%, during the

year ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to increases in film

exhibition and food and beverage costs. Film exhibition costs increased $191.9 million, or 23.1%, during the year ended

December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance. As a

percentage of admissions revenues, film exhibition costs were 50.8% for the year ended December 31, 2023, compared

to 50.6% for the year ended December 31, 2022.

Food and beverage costs increased $68.8 million, or 41.7%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022. The increase in food and beverage costs was primarily due to the

increase in food and beverage revenues and increases in product costs and obsolescence. As a percentage of food and

beverage revenues, food and beverage costs were 17.4% for the year ended December 31, 2023, and 15.6% for the year

ended December 31, 2022.

Operating expense increased by $151.3 million, or 13.6%, during the year ended December 31, 2023, compared

to the year ended December 31, 2022. The increase in operating expense was primarily due to an increase in attendance

and film distribution costs. As a percentage of revenues, operating expense was 34.2% for the year ended December 31,

2023 and 37.5% for the year ended December 31, 2022. Rent expense decreased 2.3%, or $15.0 million, during the year

ended December 31, 2023, compared to the year ended December 31, 2022, due primarily to the early termination of one

theatre lease for a benefit of $16.7 million, which included an early termination payment from the landlord for

$13.0 million. See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for

further information on the impact of COVID-19 on leases and rent obligations of approximately $52.1 million that have

been deferred to future years as of December 31, 2023.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $1.7 million during the year

ended December 31, 2023, compared to $2.7 million during the year ended December 31, 2022.

Other. Other general and administrative expense increased $26.8 million, or 18.8%, during the year ended

December 31, 2023, compared to the year ended December 31, 2022, due primarily to stock-based compensation

expense of $18.1 million related to a February 23, 2023, special award grant accounted for as a modification to the 2022

PSU awards discussed further in Condensed Consolidated Results of Operations and increases payroll, legal,

professional and consulting and computer maintenance costs. See Note 9—Stockholders’ Deficit in the Notes to the

Consolidated Financial Statements under Part II Item 8 thereof for additional information about stock-based

compensation expense.

Depreciation and amortization. Depreciation and amortization decreased $25.7 million, or 8.2%, during the

year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to lower depreciation

expense on theatres impaired during the year ended December 31, 2022, partially offset by accelerated depreciation

related to the replacement of digital projectors and permanently closed theatres.

Impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill. During the

year ended December 31, 2023, we recognized non-cash impairment losses of $49.2 million on 68 theatres in the U.S.

markets with 738 screens (in Alabama, Colorado, District of Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kansas,

Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota, Missouri, North Carolina, New York,

Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin and West Virginia) which were related to

property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2022, we recognized non-cash impairment losses of $73.4 million on

68 theatres in the U.S. markets with 817 screens (in Alabama, Arkansas, Arizona, California, Connecticut, District of

Columbia, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Louisiana, Massachusetts, Maryland, Michigan,

Minnesota, Missouri, North Carolina, North Dakota, New York, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee,

Texas, Utah, West Virginia, and Wisconsin) which were related to property, net and operating lease right-of-use assets,

net.

Other (income) expense. Other income of $(47.3) million during the year ended December 31, 2023 was

primarily due to gain on extinguishment of debt of $140.5 million related to the redemption of $320.9 million aggregate

principal amount of the Second Lien Notes due 2026, a gain on extinguishment of debt of $2.3 million related to the

redemption of $4.1 million aggregate principal amount of our Senior Subordinated Notes due 2026, and a receipt of

$14.0 million in settlement of the Lao Action, partially offset by, $110.2 million of expense related to the settlement of

the Shareholder Litigation comprised of $10.9 million of estimated legal fees and contingent insurance recovery costs

and $99.3 million of non-cash expense for the estimated fair value as of the date of the final Delaware Supreme Court

order of settlement shares issued to holders of Common Stock on August 28, 2023.

Other expense of $52.0 million during the year ended December 31, 2022, was primarily due to a loss on

extinguishment of debt of $135.0 million related to the full redemption of the $500 million aggregate principal amount

of the First Lien Notes due 2025, the $300 million aggregate principal amount of the First Lien Notes due 2026, and the

$73.5 million aggregate principal amount of the First Lien Toggle Notes due 2026, partially offset by a gain on

extinguishment of debt of $75.0 million related to the redemption of $118.2 million of aggregate principal amount of the

Second Lien Notes due 2026, a gain on extinguishment of debt of $3.7 million related to the redemption of $5.25 million

aggregate principal amount of Senior Subordinated Notes due 2027, $2.8 million in government assistance related to

COVID-19 and $0.5 million in foreign currency transaction gains. See Note 1—The Company and Significant

Accounting Policies in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional

information about the components of other expense.

Interest expense. Interest expense increased $42.9 million to $348.8 million for the year ended December 31,

2023, compared to $305.9 million during the year ended December 31, 2022, primarily due to:

• the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14,

2022; and

• the increase in interest rates on the Senior Secured Credit Facility Term Loan due 2026,

partially offset by:

• the extinguishment of $539.1 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026

from May 2022 to December 2023;

• the extinguishment of $500.0 million of 10.5% First Lien Notes due 2025 on February 14, 2022;

• the extinguishment of $300.0 million of 10.5% First Lien Notes due 2026 on February 14, 2022; and

• the extinguishment of $73.5 million of 15%/17% Cash/PIK/Toggle Second Lien Notes due 2026 on

February 14, 2022.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial

Statements under Part II Item 8 thereof for additional information about our indebtedness.

Equity in earnings of non-consolidated entities. Equity in earnings of non-consolidated entities was

$5.5 million for the year ended December 31, 2023, compared to $4.3 million for the year ended December 31, 2022.

Investment expense. Investment expense was $1.6 million for the year ended December 31, 2023, compared to

investment expense of $15.0 million for the year ended December 31, 2022. Investment expense in the current year

includes $6.6 million of decline in estimated fair value of our investment in common shares of Hycroft, $6.0 million of

decline in estimated fair value of our investment in warrants to purchase common shares of Hycroft, a $1.0 million

impairment charge related equity interests without a readily determinable fair value accounted for under the cost method

and $1.8 million of expense for NCM Common Units, partially offset by interest income of $13.7 million. Investment

expense in the prior year includes $12.5 million of deterioration in estimated fair value of our investment in common

shares of Hycroft Mining Holding Corporation and $(6.2) million of appreciation in estimated fair value of our

investment in warrants to purchase common shares of Hycroft Mining Holding Corporation and a $13.5 million decline

in estimated fair value of our investment in NCM common units offset by interest income of $(5.8) million.

Income tax provision. The income tax provision was $1.8 million and $0.9 million for the years ended

December 31, 2023, and December 31, 2022, respectively. See Note 10—Income Taxes in the Notes to the Consolidated

Financial Statements under Part II Item 8 thereof for further information.

Net loss. Net loss was $287.8 million and $712.0 million during the years ended December 31, 2023 and

December 31, 2022, respectively. Net loss during the year ended December 31, 2023 compared to net loss for the year

ended December 31, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film

releases compared to the prior year, decreases in rent expense, decreases in depreciation and amortization expense,

decreases in impairment of long-lived assets, decreases in other expense, increases in equity in earnings and decreases in

investment expense, partially offset by increases in general and administrative expenses, increases in interest expense

and an increase in income tax provision.

Theatrical Exhibition–International Markets

Revenues. Total revenues increased $174.2 million, or 18.3%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022. Admissions revenues increased $115.6 million, or 20.7% during the

year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to an increase in

attendance or 17.7% from 59.6 million patrons to 70.1 million patrons and a 2.7% increase in average ticket price. The

increase in attendance was primarily due to the popularity of film product compared to the prior year. The increase in

average ticket price was primarily due to higher ticket prices.

Food and beverage revenues increased $64.5 million, or 25.0%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022, primarily due to the increase in attendance and an increase in food and

beverage per patron. Food and beverage per patron increased 6.2% from $4.33 to $4.60 due primarily to an increase in

average ticket prices and the lifting of COVID-19 restrictions on the sale of food and beverage in certain international

markets.

Total other theatre revenues decreased $5.9 million, or 4.5%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022, primarily due to the decline in gift card ticket expirations and lower

income from theatre meetings, partially offset by higher ticket fees due to the increase in the number of tickets purchased

online, advertising and retail sales.

Operating costs and expenses. Operating costs and expenses increased $80.3 million, or 7.1%, during the year

ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to increases in film exhibition

and food and beverage costs. Film exhibition costs increased $47.5 million, or 21.6%, during the year ended

December 31, 2023, compared to the year ended December 31, 2022, primarily due to the increase in attendance. As a

percentage of admissions revenues, film exhibition costs were 39.7% for the year ended December 31, 2023, compared

to 39.4% for the year ended December 31, 2022.

Food and beverage costs increased $17.9 million, or 28.2%, during the year ended December 31, 2023,

compared to the year ended December 31, 2022. The increase in food and beverage costs was primarily due to the

increase in food and beverage revenues and increases in product costs. As a percentage of food and beverage revenues,

food and beverage costs were 25.2% for the year ended December 31, 2023, and 24.6% for the year ended December 31,

2022.

Operating expense increased by $11.8 million, or 2.8%, during the year ended December 31, 2023, compared to

the year ended December 31, 2022. The increase in operating expense was primarily due to an increase in attendance,

partially offset by a decline in utilities costs. As a percentage of revenues, operating expense was 38.2% for the year

ended December 31, 2023, and 44.0% for the year ended December 31, 2022. Rent expense increased 1.0%, or

$2.3 million, during the year ended December 31, 2023, compared to the year ended December 31, 2022. See Note 3—

Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for further information on the

impact of COVID-19 on leases and rent obligations of approximately $4.2 million that have been deferred to future years

as of December 31, 2023.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $0.0 million during the year

ended December 31, 2023, compared to $(0.6) million during the year ended December 31, 2022.

Other. Other general and administrative expense increased $7.5 million, or 11.5%, during the year ended

December 31, 2023, compared to the year ended December 31, 2022, due primarily to higher payroll costs and stock-

based compensation expense of $2.1 million related to a February 23, 2023 special award grant accounted for as a

modification to the 2022 PSU awards discussed further in Condensed Consolidated Results of Operations. See Note 9—

Stockholders’ Deficit in the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional

information about stock-based compensation expense.

Depreciation and amortization. Depreciation and amortization decreased $5.3 million, or 6.3%, during the

year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to lower depreciation

expense on theatres impaired during the year ended December 31, 2022.

Impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill. During the

year ended December 31, 2023, we recognized non-cash impairment losses of $57.7 million on 57 theatres in the

International markets with 488 screens (in Germany, Ireland, Italy, Portugal, Spain, Sweden, and the UK), which were

related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2022, we recognized non-cash impairment losses of $59.7 million on

53 theatres in the International markets with 456 screens (in Germany, Italy, Spain, Sweden, and UK), which were

related to property, net, and operating lease right-of-use assets, net.

Other (income) expense. Other income of $(21.8) million during the year ended December 31, 2023 was

primarily due to $17.8 million in foreign currency transaction gains and $3.8 million in government assistance.

Other expense of $1.6 million during the year ended December 31, 2022, was primarily due to a loss on

extinguishment of debt of $36.5 million related to the full redemption of the $476.6 million aggregate amount of the

Odeon Term Loan Facility and partially offset by $(23.0) million in government assistance related to COVID-19 and

$(12.3) million of foreign currency transaction gains. See Note 1—The Company and Significant Accounting Policies in

the Notes to the Consolidated Financial Statements under Part II Item 8 thereof for additional information about the

components of other (income) expense.

Interest expense. Interest expense decreased $10.4 million to $62.4 million for the year ended December 31,

2023 compared to $72.8 million during the year ended December 31, 2022, primarily due to:

• the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 on October 20, 2022.

partially offset by:

• the extinguishment of £147.6 million and €312.2 million ($476.6 million) 10.75%/11.25% Cash/PIK

Term Loans due 2023 on October 20, 2022.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial

Statements under Part II Item 8 thereof for additional information about our indebtedness.

Equity in (earnings) loss of non-consolidated entities. Equity in (earnings) loss of non-consolidated entities

was $(2.2) million for the year ended December 31, 2023, compared to $5.9 million for the year ended December 31,

2022.

Investment income. Investment income was $17.1 million for the year ended December 31, 2023, compared to

investment income of $0.1 million for the year ended December 31, 2022. Investment income in the current year

includes a gain on sale of our 10.0% interest in Saudi Cinema Company, LLC of $15.5 million and interest income of

$1.6 million.

Income tax provision. The income tax provision was $1.6 million for the years ended December 31, 2023, and

December 31, 2022. See Note 10—Income Taxes in the Notes to the Consolidated Financial Statements under Part II

Item 8 thereof for further information.

Net loss. Net loss was $108.8 million and $261.6 million during the years ended December 31, 2023 and

December 31, 2022, respectively. Net loss during the year ended December 31, 2023 compared to net loss for the year

ended December 31, 2022 was positively impacted by the increase in attendance as a result of the popularity of new film

releases compared to the prior year, decreases in depreciation and amortization expense, decreases in impairment of

long-lived assets, decreases in other expense, decreases in interest expense, decreases in equity in losses and increases in

investment income, partially offset by increases in general and administrative and increases in rent expense.

Results of Operations—For the Year Ended December 31, 2022, Compared to the Year Ended December 31, 2021

For a comparison of our results of operations for the year ended December 31, 2022, compared to the year

ended December 31, 2021, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2022, filed with the

Securities and Exchange Commission on February 28, 2023, which is incorporated herein by reference.

Liquidity and Capital Resources—For the Year Ended December 31, 2023, Compared to the Year Ended

December 31, 2022

Our revenues are primarily collected in cash, principally through admissions and food and beverage sales. We

have an operating “float” which partially financed our operations and which generally permitted us to maintain a smaller

amount of working capital capacity. This float existed because admissions revenues are received in cash, while

exhibition costs (primarily film rentals) are ordinarily paid to distributors from 20 to 45 days following receipt of

admissions revenues. Film distributors generally release the films which they anticipate will be the most successful

during the summer and year-end holiday seasons. Consequently, we typically generate higher revenues during such

periods and experience higher working capital requirements following such periods.

We had working capital deficits (excluding restricted cash) as of December 31, 2023 and December 31, 2022 of

$(456.4) million and $(811.1) million, respectively. As of December 31, 2023 and December 31, 2022, working capital

included operating lease liabilities of $508.8 million and $567.3 million, respectively, and deferred revenues of

$421.8 million and $402.7 million, respectively.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Statements

under Part II, Item 8 thereof, for further discussion of our Financial Covenants.

As of December 31, 2023, we had cash and cash equivalents of approximately $884.3 million compared to

$631.5 million as of December 31, 2022.

We have continued to lower our future interest expense through purchases of debt below par value and debt

exchanges for equity and enhanced liquidity through equity issuances. See Note 8—Corporate Borrowings and Finance

Lease Liabilities, Note 9—Stockholders’ Deficit, and Note 16—Subsequent Events in the Notes to the Consolidated

Financial Statements under Part II, Item 8 thereof, for further information. We expect, at any time and from time to time,

to continue to seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or

debt, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any,

will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our

liquidity requirements, contractual restrictions and other factors. The amounts involved may be material and, to the

extent equity is used, dilutive.

We believe our existing cash and cash equivalents, together with cash generated from operations, will be

sufficient to fund our operations and satisfy our obligations currently and through the next twelve months. We are

subject to a minimum liquidity requirement of $100.0 million as a condition to the financial covenant suspension period

under the Credit Agreement. We believe we will comply with the minimum liquidity requirement through the current

maturity date of the Senior Secured Revolving Credit Facility on April 22, 2024. We currently do not expect to extend

such maturity or replace the Senior Secured Revolving Credit Facility upon maturity, although we may seek to replace it

in the future.

Our cash burn rates are not sustainable long-term. In order to achieve sustainable net positive operating cash

flows and long-term profitability, we believe that operating revenues will need to increase to levels in line with pre-

COVID-19 operating revenues. North America box office grosses were down approximately 21% for the year ended

December 31, 2023, compared to the year ended December 31, 2019. Until such time as we are able to achieve positive

operating cash flow, it is difficult to estimate our liquidity requirements, future cash burn rates, future operating

revenues, and attendance levels. Depending on our assumptions regarding the timing and ability to achieve levels of

operating revenue, the estimates of amounts of required liquidity vary significantly.

There can be no assurance that the operating revenues, attendance levels and other assumptions used to estimate

our liquidity requirements and future cash burn rates will be correct, and our ability to be predictive is uncertain due to

limited ability to predict studio film release dates, the overall production and theatrical release levels and success of

individual titles. Additionally, the effects of labor stoppages, including but not limited to the Writers Guild of America

strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike that occurred during

2023, cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future film slate for

exhibition, the Company’s future liquidity and cash burn rates. Further, there can be no assurances that we will be

successful in generating the additional liquidity necessary to meet our obligations beyond twelve months from the

issuance of this Annual Report on terms acceptable to us or at all.

Cash Flows from Operating Activities

Net cash used in operating activities, as reflected in the consolidated statements of cash flows, were

$215.2 million and $628.5 million during the years ended December 31, 2023 and December 31, 2022, respectively. The

improvement in cash flows used in operating activities was primarily due to the increase in attendance and decrease in

net loss, and reductions in rent repayments for rent that was deferred during the COVID-19 pandemic, partially offset by

increases in working capital used and cash interest paid. See Note 3—Leases in the Notes to the Consolidated Financial

Statements under Part II, Item 8 thereof for a summary of the estimated future repayment terms for the remaining

$56.3 million of rentals that were deferred during the COVID-19 pandemic.

Cash Flows from Investing Activities

Net cash used in investing activities, as reflected in the consolidated statements of cash flows, were

$180.1 million and $224.0 million during the years ended December 31, 2023 and December 31, 2022, respectively.

Cash outflows from investing activities for capital expenditures during the years ended December 31, 2023 and

December 31, 2022 were $225.6 million and $202.0 million, respectively.

During the year ended December 31, 2023, cash flows used in investing activities also included proceeds from

the sale of our investment in Saudi Cinema Company, LLC of $30.0 million and proceeds from the disposition of long-

term assets of $16.5, offset by outflows for the acquisition of theatre assets of $4.0 million.

During the year ended December 31, 2022, cash flows used in investing activities included investment in

Hycroft common stock for $25.0 million, investment in Hycroft warrants for $2.9 million, acquisition of theatre assets

for $17.8 million, partially offset by proceeds from the disposition of long-term assets of $11.3 million and proceeds of

$13.0 million from the sale of securities in conjunction with the liquidation of a non-qualified deferred compensation

plan.

We fund the costs of constructing, maintaining and remodeling our theatres through existing cash balances,

cash generated from operations, landlord contributions, or borrowed funds, as necessary. We generally lease our theatres

pursuant to long-term non-cancelable operating leases, which may require the developer who owns the property, to

reimburse us for the construction costs. We estimate that our cash outflows for capital expenditures, net of landlord

contributions, will be approximately $175 million to $225 million for the year ending December 31, 2024 to maintain

and enhance operations.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities, as reflected in the consolidated statements of cash flows,

were $649.3 million and $(91.3) million, during the years ended December 31, 2023 and December 31, 2022,

respectively. The increase in cash flows provided by in financing activities during the year ended December 31, 2023

compared to December 31, 2022 was primarily due to equity issuances of $832.7, net of issuance costs, partially offset

by the repurchase of Second Lien Notes due 2026 for $139.9 million, scheduled principal payments under the Term

Loan due 2026 of $20.0 million, and taxes paid for restricted unit withholdings of $14.2 million. See Note 8—Corporate

Borrowings and Finance Lease Liabilities and Note 9—Stockholders’ Deficit in the Notes to the Consolidated Financial

Statements under Part II, Item 8 thereof for further information, including a summary of principal payments required and

maturities of corporate borrowings as of December 31, 2023.

During the year ended December 31, 2022, principal and premium payments under the First Lien Notes due

2025 of $534.5 million, principal and premium payments under the First Lien Notes due 2026 of $325.6 million,

principal and premium payments under the First Lien Toggle Notes due 2026 of $88.1 million, taxes for restricted unit

withholdings of $52.3 million, repurchase of Second Lien Notes due 2026 of $68.3 million, and cash used to pay for

deferred financing costs of $26.1 million, partially offset by the issuance of the First Lien Notes due 2029 of

$950.0 million, issuance of the Odeon Senior Secured Notes due 2027 of $368.0 million, and net proceeds from AMC

Preferred Equity Unit share issuances of $220.4 million.

Dividends.

Since April 24, 2020, we have been prohibited from making dividend payments in accordance with the

covenant suspension conditions in our Credit Agreement. The payment of future dividends after expiration of our

covenant suspension conditions is subject to our Board of Directors’ discretion, and dependent on many considerations,

including limitations imposed by covenants in the agreements governing our indebtedness, operating results, capital

requirements, strategic considerations and other factors. For further information see Note 8—Corporate Borrowings and

Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof.

Future Contractual Obligations

Our estimated future obligations as of December 31, 2023 include both current and long-term obligations. Our

expected material contractual cash requirements over the next twelve months, primarily consist of capital related

betterments of $22.3 million, minimum operating lease payments of $920.3 million, finance lease payments of

$8.4 million, contractual cash rent amounts that were due and not paid of $6.4 million recorded in accounts payable, and

corporate borrowings principal and interest payments of $25.1 million and $396.6 million, respectively.

Pension funding. Our U.S., U.K., and Sweden defined benefit plans are frozen. We fund our U.S. pension

plans such that the plans are in compliance with Employee Retirement Income Security Act (“ERISA”) and the plans are

not considered “at risk” as defined by ERISA guidelines. We expect to make $5.0 million of contributions to the defined

pension plans during the year ended December 31, 2024.

Obligation for unrecognized tax benefits. As of December 31, 2023, our recorded obligation for

unrecognized tax benefits is $5.5 million. There are currently no unrecognized tax benefits which we anticipate will be

resolved in the next twelve months. See Note 10—Income Taxes in the Notes to Consolidated Financial Statements

under Part II, Item 8 thereof for further information.

Minimum operating lease and finance lease payments. We have current and long-term minimum cash

requirements for operating lease payments of $920.3 million and $5,930.0 million, respectively. We have current and

long-term minimum cash requirements for finance lease payments of $8.4 million and $76.4 million, respectively. The

total amounts do not equal the carrying amount due to imputed interest. We received rent concessions provided by the

lessors that aided in mitigating the economic effects of COVID-19 during the pandemic. These concessions primarily

consisted of rent abatements and the deferral of rent payments and were included in the amounts above, except for

contractual cash rent amounts recorded in accounts payable that were due and not paid of $6.4 million. Our cash

expenditures for rent increased significantly in 2022 and 2023 as previously deferred rent payments and landlord

concessions started to become current obligations. See Note 3—Leases in the Notes to the Consolidated Financial

Statements under Part II, Item 8 thereof, for a summary of the estimated future repayment terms for the minimum

operating lease and finance lease amounts, including the deferred lease amounts due to COVID-19.

Corporate borrowings principal and interest payments. We have current and long-term cash requirements

for the payment of principal related to corporate borrowings of $25.1 million and $4,479.2 million, respectively. The

total amount does not equal the carrying amount due to unamortized discounts, premiums and deferred charges. Based

upon the December 31, 2023 outstanding principal balances, we have current and long-term cash interest payment

requirements related to our corporate borrowings of $396.6 million and $814.3 million, respectively. The cash interest

payment requirements for our Senior Secured Term Loans due 2026 was estimated at 8.474% based on the interest rate

in effect as of December 31, 2023.

See Note 8—Corporate Borrowings and Finance Lease Liabilities in the Notes to the Consolidated Financial

Statements under Part II, Item 8 thereof, for further information, including a schedule of outstanding principal balances,

applicable interest rates, and maturity dates for each individual borrowing and a schedule of required principal payments

and maturities of corporate borrowings as of December 31, 2023.

Liquidity and Capital Resources—For the Year Ended December 31, 2022, Compared to the Year Ended

December 31, 2021

For a comparison of our liquidity and capital resources for the year ended December 31, 2022, compared to the

year ended December 31, 2021, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations” of our annual report on Form 10-K for the year ended December 31, 2022, filed with the

Securities and Exchange Commission on February 28, 2023, which is incorporated herein by reference.

New Accounting Pronouncements

See Note 1—The Company and Significant Accounting Policies in Notes to the Consolidated Financial

Statements under Part II, Item 8 thereof for information regarding recently issued accounting standards.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

In the ordinary course of business, our financial results are exposed to fluctuations in interest rates and foreign

currency exchange rates. In accordance with applicable guidance, we presented a sensitivity analysis showing the

potential impact to net income of changes in interest rates and foreign currency exchange rates. For the years ended

December 31, 2023 and December 31, 2022, our analysis utilized a hypothetical 100 basis-point increase or decrease to

the average interest rate on our variable rate debt instruments to illustrate the potential impact to interest expense of

changes in interest rates and a hypothetical 100 basis-point increase or decrease to market interest rates on our fixed rate

debt instruments to illustrate the potential impact to fair value of changes in interest rates.

Similarly, for the same period, our analysis used a uniform and hypothetical 10% increase in foreign currency

translation rates to depict the potential impact to net income of changes in foreign currency translation rates. These

market risk instruments and the potential impacts to the consolidated statements of operations as presented below.

Market risk on variable-rate financial instruments. At December 31, 2023 and December 31, 2022, we

maintained Senior Secured Credit Facilities comprised of a $225.0 million revolving credit facility and $1,905.0 million

of Term Loan due 2026. Borrowings under the Credit Agreement (which governs the Senior Secured Credit Facilities)

(as amended through the Thirteenth Amendment to Credit Agreement) bear interest at a rate per annum equal to, at our

option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds

Effective Rate, (b) the prime rate announced by the Administrative Agent and (c) 1.00% per annum plus Adjusted Term

SOFR (as defined below) for a 1-month tenor or (2) Term SOFR plus a credit spread adjustment of 0.11448% per

annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three-months, or six-months

or longer, respectively (“Adjusted Term SOFR”) plus (x) in the case of the Senior Secured Term Loans, 2.0% for base

rate loans or 3.0% for SOFR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable

margin based on the Secured Leverage Ratio (as defined in the Credit Agreement). The rate in effect for the outstanding

Senior Secured Term Loan due 2026 was 8.474% per annum at December 31, 2023 and 7.274% per annum at

December 31, 2022.

Increases in market interest rates would cause interest expense to increase and earnings before income taxes to

decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted

average outstanding borrowings during the reporting period following an increase in market interest rates. At

December 31, 2023, we had no variable-rate borrowings outstanding under our Senior Secured Revolving Credit Facility

and had an aggregate principal balance of $1,905.0 million outstanding under the Senior Secured Term Loan due 2026.

A 100-basis point change in market interest rates would have increased or decreased interest expense on the Senior

Secured Term Loan due 2026 by $19.1 million during the year ended December 31, 2023.

At December 31, 2022, we had no variable-rate borrowings outstanding under our Senior Secured Revolving

Credit Facility and had an aggregate principal balance of $1,925.0 million outstanding under the Senior Secured Term

Loan due 2026. A 100-basis point change in market interest rates would have increased or decreased interest expense on

the Senior Secured Credit Facilities by $19.3 million during the year ended December 31, 2022.

Market risk on fixed-rate financial instruments. Included in long-term corporate borrowings at

December 31, 2023 were principal amounts of $950.0 million of our First Lien Notes due 2029, $968.9 million of our

Second Lien Notes due 2026, $400.0 million of our Odeon Notes due 2027, $98.3 million of our Notes due 2025,

$51.5 million of our Notes due 2026, $125.5 million of our Notes due 2027, and £4.0 million ($5.1 million) of our

Sterling Notes due 2024. A 100-basis point change in market interest rates would have caused an increase or (decrease)

in the fair value of our fixed rate financial instruments of approximately $59.7 million and $(57.5) million, respectively,

during the year ended December 31, 2023.

Included in long-term corporate borrowings at December 31, 2022 were principal amounts of $950.0 million of

our First Lien Notes due 2029, $1,389.8 million of our Second Lien Notes due 2026, $400.0 million of our Odeon Notes

due 2027, $98.3 million of our Notes due 2025, $55.6 million of our Notes due 2026, $125.5 million of our Notes due

2027, and £4.0 million ($4.8 million) of our Sterling Notes due 2024. A 100-basis point change in market interest rates

would have caused an increase or (decrease) in the fair value of our fixed rate financial instruments of approximately

$47.5 million and $(45.4) million, respectively, during the year ended December 31, 2022.

Foreign Currency Exchange Rate Risk. We are also exposed to market risk arising from changes in foreign

currency exchange rates arising from our International markets operations. International markets revenues and operating

expenses are transacted in British Pounds, Euros, Swedish Krona and Norwegian Krone. U.S. GAAP requires that our

subsidiaries use the currency of the primary economic environment in which they operate as their functional currency. If

any international subsidiary operates in a highly inflationary economy, U.S. GAAP requires that the U.S. dollar be used

as the functional currency. Currency fluctuations in the countries in which we operate result in us reporting exchange

gains (losses) or foreign currency translation adjustments. Based upon the functional currencies in the International

markets as of December 31, 2023, holding everything else constant, a hypothetical 10% increase in foreign currency

translation rates to depict the potential impact to net loss from changes in foreign exchange rates would increase the

aggregate net loss of our International theatres for the year ended December 31, 2023 by approximately $10.9 million.

Based upon the functional currencies in the International markets as of December 31, 2022, holding everything else

constant, a hypothetical 10% increase in foreign currency translation rates to depict the potential impact to net loss of

changes in foreign exchange rates would increase the aggregate net loss of our International theatres for the year ended

December 31, 2022 by approximately $26.2 million.

Our foreign currency translation rates increased by approximately 1.0% for the year ended December 31, 2023

compared to the year ended December 31, 2022.

Item 8. Financial Statements and Supplementary Data.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

AMC Entertainment Holdings, Inc.

TO THE STOCKHOLDERS OF AMC ENTERTAINMENT HOLDINGS, INC.

Management is responsible for establishing and maintaining adequate internal control over financial reporting

for the Company as defined in Rule 13a-15(f) of the Exchange Act. With management’s participation, an evaluation of

the effectiveness of internal control over financial reporting was conducted as of December 31, 2023, based on the

framework and criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of

Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that the

Company’s internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our

internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public

accounting firm, as stated in their attestation report that follows this report.

/s/ A

DAM

RON

Chairman of the Board, Chief Executive Officer and

Presiden

/s/ S

EAN

OODMAN

xecutive Vice President, International Operations, Chief

inancial O

icer and Treasure

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of AMC Entertainment Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AMC Entertainment Holdings, Inc. (the Company) as

of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’

deficit, and cash flows for each of the three years in the period ended December 31, 2023, and the related

notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022,

and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in

conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria

established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (2013 framework) and our report dated February 28, 2024 expressed an unqualified opinion

thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those

risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements. Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits

provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements

that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or

disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or

complex judgments. The communication of the critical audit matter does not alter in any way our opinion on

the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter

below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of long-lived assets

escription of the

atte

At December 31, 2023, the Company recorded impairment charges related to long-lived assets of

$49.2 million and $57.7 million on theatres in the US and International markets, respectively. As

discussed in Note 1 to the consolidated financial statements, the Company evaluates its long-lived

assets for impairment whenever events or changes in circumstances indicate that the carrying

amount of the asset group may not be fully recoverable. Asset groups are evaluated for impairment

on an individual theatre basis, which management believes is the lowest level for which there are

identifiable cash flows. The Company estimates the future undiscounted cash flows to be generated

by the asset groups and compares those estimates to the carrying value of the related asset groups.

If the carrying value exceeds the future undiscounted cash flows, the asset group may be impaired.

If the asset group is determined to be impaired, the carrying value of the asset group is reduced to

fair value as estimated by a discounted cash flow model, with the difference recorded as an

impairment charge.

Auditing management’s long-lived asset impairment analysis was highly judgmental due to the

estimation required in determining the undiscounted cash flows and related fair values of an

impaired asset group. In particular, the cash flows were sensitive to significant assumptions such

as admissions revenue expectations, long term growth rates, and discount rates.

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atter in Our

udi

We obtained an understanding, evaluated the design and tested the operating effectiveness of

controls over the Company’s assessment of the projected undiscounted cash flows to be generated

by asset groups, and cash flows used to determine fair value for certain asset groups. This included

internal controls over management’s review of the significant assumptions underlying the

undiscounted cash flow and fair value determination. We also tested management’s controls to

validate that the data used in the analysis was complete and accurate.

To test the significant assumptions described above, we performed audit procedures that included

testing the significant assumptions discussed above and the underlying data used by the Company

in the analysis. We compared the significant assumptions used by the Company to current industry

and economic trends. We performed a sensitivity analysis of the impact of certain assumptions on

the estimates and recalculated management’s estimates. We also involved our valuation specialists

to assist in our evaluation of the discount rate used in the fair value estimates.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020

Kansas City, Missouri

February 28, 2024

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of AMC Entertainment Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited AMC Entertainment Holdings, Inc. internal control over financial reporting as of December 31, 2023,

based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring

Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, AMC Entertainment

Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of

December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related

consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three

years in the period ended December 31, 2023 and our report dated February 28, 2024 expressed an unqualified opinion

thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s

Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a

material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that

our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the

financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

/s/ Ernst & Young LLP

Kansas City, Missouri

February 28, 2024

AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended

(In millions, except share and per share amounts) December 31, 2023 December 31, 2022 December 31, 2021

Revenues

Admissions .............................................. $ 2,690.5 $ 2,201.4 $ 1,394.2

Food and bevera

e ........................................ 1,669.8 1,313.7 857.3

Other theatre ............................................. 452.3 396.3 276.4

Total revenues .......................................... 4,812.6 3,911.4 2,527.9

eratin

costs and ex

enses

Film exhibition costs ...................................... 1,291.1 1,051.7 607.7

Food and bevera

e costs .................................... 315.3 228.6 137.9

Operating expense, excluding depreciation and

amortization below ........................................ 1,691.5 1,528.4 1,141.8

Rent ................................................... 873.5 886.2 828.0

General and administrative:

Merger, acquisition and other costs .......................... 1.7 2.1 13.7

Other, excludin

reciation and amortization below........... 241.9 207.6 226.6

Depreciation and amortization ............................... 365.0 396.0 425.0

airment of lon

-lived assets .............................. 106.9 133.1 77.2

Operating costs and expenses .............................. 4,886.9 4,433.7 3,457.9

Operating loss .......................................... (74.3) (522.3) (930.0)

Other ex

ense, net:

Other expense (income) ................................. (69.1) 53.6 (87.9)

Interest ex

ense:

Corporate borrowings ................................ 369.6 336.4 414.9

Finance lease obli

ations .............................. 3.7 4.1 5.2

Non-cash NCM exhibitor services agreement.............. 37.9 38.2 38.0

uit

(

earnin

)

loss of non-consolidated entities...........

(

7.7

)

1.6

(

11.0

)

Investment expense (income) ............................. (15.5) 14.9 (9.2)

Total other expense, net ............................... 318.9 448.8 350.0

et loss before income taxes ...................................

(

393.2

)

(

971.1

)

(

1,280.0

)

Income tax provision (benefit) .................................. 3.4 2.5 (10.2)

et loss ................................................... (396.6) (973.6) (1,269.8)

Less: Net loss attributable to noncontrollin

interests.............

—

(

0.7

)

et loss attributable to AMC Entertainment Holdings, Inc. ........... $ (396.6) $ (973.6) $ (1,269.1)

et loss per share attributable to AMC Entertainment

Holdings, Inc.'s common stockholders:

Basic and dilute

......................................... $

(

2.37

)

(

9.29

)

(

13.29

)

Average shares outstanding:

Basic and diluted

(

in thousands

)

.............................. 167,644 104,769 95,482

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Year Ended

(In millions) December 31, 2023 December 31, 2022 December 31, 2021

et loss ................................................ $ (396.6) $ (973.6) $ (1,269.8)

Other comprehensive loss:

Unrealized forei

n currenc

translation ad

ustments........... 1.1 (59.8) (78.9)

Realized loss on foreign currency transactions reclassified

into investment income, net of tax ..........................

—

(0.4)

Pension ad

ustments:

ain (loss) arisin

durin

the perio

.................. (2.0) 10.6 12.3

Other comprehensive loss: ................................ (0.9) (49.2) (67.0)

Total comprehensive loss ................................. (397.5) (1,022.8) (1,336.8)

Comprehensive loss attributable to noncontrollin

interests. . .

—

(0.9)

Comprehensive loss attributable to AMC Entertainment

Holdin

s, Inc. .......................................... $ (397.5) $ (1,022.8) $ (1,335.9)

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share data) December 31, 2023 December 31, 2022

ASSETS

Current assets:

Cash and cash equivalents .............................................. $ 884.3 $ 631.5

Restricted cash ....................................................... 27.1 22.9

Receivables, ne

...................................................... 203.7 166.6

Other current assets ................................................... 88.0 81.1

Total current assets .................................................. 1,203.1 902.1

Propert

, ne

............................................................ 1,560.4 1,719.2

Operatin

lease ri

-of-use assets, ne

...................................... 3,544.5 3,802.9

Intan

ible assets, ne

..................................................... 146.7 147.3

Goodwill . . . . . . . . . . . . .................................................. 2,358.7 2,342.0

Other lon

-term assets ................................................... 195.8 222.1

Total assets ......................................................... $ 9,009.2 $ 9,135.6

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts pa

able ..................................................... $ 320.5 $ 330.5

Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . ................ 350.8 364.3

Deferred revenues and income .......................................... 421.8 402.7

Current maturities of corporate borrowin

s ............................... 25.1 20.0

Current maturities of finance lease liabilities. . . . . . . . . . . .................... 5.4 5.5

Current maturities of operatin

lease liabilities . . . . . . . . . .................... 508.8 567.3

Total current liabilities ............................................... 1,632.4 1,690.3

Corporate borrowin

s .................................................... 4,552.3 5,120.8

Finance lease liabilities ................................................... 50.0 53.3

Operatin

lease liabilities ................................................. 4,000.7 4,252.7

Exhibitor services a

reemen

.............................................. 486.6 505.8

Deferred tax liabilit

, ne

................................................. 32.4 32.1

Other lon

-term liabilities ................................................. 102.7 105.1

Total liabilities . . . ................................................... 10,857.1 11,760.1

Commitments and contin

encies

Stockholders’ deficit:

AMC Entertainment Holdin

s, Inc.'s stockholders' deficit:

Preferred stock, $.01 par value per share, 50,000,000 shares authorized;

including Series A Convertible Participating Preferred Stock, no shares

authorized, issued and outstanding as of December 31, 2023; 10,000,000

authorized; 7,245,872 issued and outstanding December 31, 2022,

represented by AMC Preferred Equity Units, each representing an

interest in a share of Series A Convertible Participating Preferred Stock,

of which no shares are authorized, issued and outstanding as of

December 31, 2023; 100,000,000 authorized; 72,458,705 issued and

outstandin

as of Decembe

31, 2022 ...................................

—

0.1

Class A common stock ($.01 par value, 550,000,000 shares authorized;

260,574,392 shares issued and outstanding as of December 31, 2023;

524,173,073 authorized; 51,683,892 shares issued and outstanding as of

Decembe

31, 2022) ................................................. 2.6 0.5

Additional paid-in capital............................................. 6,221.9 5,049.8

Accumulated other comprehensive loss .................................. (78.2) (77.3)

Accumulated defici

.................................................. (7,994.2) (7,597.6)

Total stockholders' defici

............................................. (1,847.9) (2,624.5)

Total liabilities and stockholders’ defici

................................ $ 9,009.2 $ 9,135.6

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended

December 31, December 31, December 31,

(In millions) 2023 2022 2021

Cash flows from operating activities:

et loss ........................................................ . . $ (396.6) $ (973.6) $ (1,269.8)

ustments to reconcile net loss to net cash used in operatin

activities:

Depreciation and amortization .................................. . . . . 365.0 396.0 425.0

(Gain) loss on extin

uishment of deb

................................ (142.8) 92.8 14.1

Deferred income taxes .......................................... . . 0.7 1.7 (7.6)

Impairment of lon

-lived assets ..................................... 106.9 133.1 77.2

Gain on dispositions of Baltics . . ...................................

—

(5.5)

Unrealized loss on investments in H

crof

............................ 12.6 6.3

—

Amortization of net premium on corporate borrowin

s to interest expense. . (55.6) (65.4) (3.9)

Amortization of deferred financin

costs to interest expense............. 9.6 12.6 23.3

PIK interest expense ..............................................

—

116.2

on-cash portion of stoc

ased compensation........................ 42.5 22.5 43.1

Gain on disposition of Saudi Cinema Compan

........................ (15.5)

—

Equity in (earnings) loss from non-consolidated entities,

net of distributions ........................................... . . . . (0.2) 7.6 1.3

Landlord contributions ............................................ 23.9 19.9 22.0

Other non-cash rent benefi

........................................ (35.0) (26.6) (24.9)

Deferred ren

.................................................... (124.1) (170.1) (133.7)

et periodic benefit cost (income) .................................. 1.4 (0.6) (0.9)

on-cash shareholder liti

ation expense .............................. 99.3

—

Chan

e in assets and liabilities:

Receivables . . . . . . . ............................................. (45.6) 4.0 (82.7)

Other assets ................................................... . (6.7) 2.3 (5.8)

Accounts pa

able ............................................... (0.7) (40.4) 63.8

Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . .......... (26.7) (39.2) 164.3

Other, ne

....................................................... (27.6) (11.4) (29.6)

et cash used in operatin

activities ................................. (215.2) (628.5) (614.1)

Cash flows from investing activities:

Capital expenditures ........................................... . . . (225.6) (202.0) (92.4)

Acquisition of theatre assets. . . . . ................................... (4.0) (17.8) (8.2)

Proceeds from disposition of Saudi Cinema Compan

.................. 30.0

—

Proceeds from disposition of Baltics, net of cash and transaction costs.....

—

34.2

Proceeds from disposition of lon

-term assets......................... 16.5 11.3 7.9

Proceeds from sale of securities . . ...................................

—

13.0

—

Investments in non-consolidated entities, ne

..........................

—

(27.9) (9.3)

Other, ne

....................................................... 3.0 (0.6) (0.4)

et cash used in investin

activities ................................. (180.1) (224.0) (68.2)

Cash flows from financing activities:

et proceeds from equit

issuances ................................. 832.7 220.4 1,801.1

Proceeds from issuance of First Lien Notes due 2029 . . . . . ..............

—

950.0

—

Proceeds from issuance of Odeon Term Loan Facilit

..................

—

534.3

Proceeds from First Lien To

le Notes due 2026 ......................

—

100.0

Proceeds from issuance of Odeon Senior Secured Notes due 2027 . . ......

—

368.0

—

Scheduled principal pa

ments under Term Loan due 2026............... (20.0) (20.0) (20.0)

Principal pa

ments under First Lien Notes due 2025 ...................

—

(500.0)

—

Principal pa

ments under First Lien Notes due 2026 ...................

—

(300.0)

—

Principal pa

ments under First Lien To

le Notes due 2026.............

—

(73.5) (35.0)

Principal pa

ments under Odeon Term Loan Facilit

...................

—

(476.6)

—

Principal

ments under Second Lien Notes due 2026.................

—

(1.0)

Principal pa

ments under finance lease obli

ations..................... (5.6) (9.4) (9.0)

Repa

ments under revolvin

credit facilities . . . . . . . . . . . . ..............

—

(335.0)

Premium paid to extin

uish First Lien

otes due 2025..................

—

(34.5)

—

Premium paid to extin

uish First Lien Notes due 2026..................

—

(25.6)

—

Premium paid to extin

uish First Lien To

le Notes due 2026 ...........

—

(14.6) (5.3)

Premium paid to extin

uish Odeon Term Loan Facilit

.................

—

(26.5)

—

Repurchase of Senior Subordinated Notes due 2026.................... (1.7)

—

Repurchase of Second Lien Notes due 2026 ....................... . . . (139.9) (68.3)

—

Repurchase of Senior Subordinated Notes due 2027....................

—

(1.6)

—

Cash used to

for deferred financin

costs ......................... (2.0) (26.1) (19.9)

Taxes paid for restricted unit withholdin

s ............................ (14.2) (52.3) (19.1)

Cash used to pa

dividends ........................................

—

(0.7)

—

ments related to sale of noncontrollin

interes

.....................

—

(0.4)

et cash provided b

(use

in) financin

activities . . . . . . . .............. 649.3 (91.3) 1,990.7

Effect of exchange rate changes on cash and cash equivalents

and restricted cash ............................................ . . . . 3.0 (22.1) (9.5)

Net increase (decrease) in cash and cash equivalents and

restricted cash ................................................... 257.0 (965.9) 1,298.9

Cash and cash equivalents and restricted cash at beginning of period . . . 654.4 1,620.3 321.4

Cash and cash equivalents and restricted cash at end of period ......... $ 911.4 $ 654.4 $ 1,620.3

SUPPLEMENTAL DISCLOSURES OF CASH FLOW

INFORMATION:

Cash paid during the period for:

Interes

......................................................... $ 421.2 $ 379.0 $ 274.7

Income taxes paid (received), ne

................................... $ 4.3 $ 0.8 $ (7.4)

Schedule of non-cash activities:

Investment in NCM ..............................................$

—

$ 15.0 $

—

Construction pa

ables at period en

................................. $ 42.3 $ 36.3 $ 40.4

Other thir

art

equit

issuance costs pa

able........................ $ 0.1 $ 2.8 $

—

Extinguishment of Second Lien Notes due 2026 in exchange for

share issuance ................................................. . . $ 238.6 $

—

Convertible Notes due 2026 conversion, see Note 8-Corporate

Borrowin

s and Finance Lease Liabilities . . . . . . . . . . . . . . . . . . .......... $

—

$ 600.0

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

Preferred Stock

Series A Convertible Depositary Shares Accumulated

Participating of AMC Additional Other Total AMC

Class A and Class B Common Stock Preferred Stock Preferred Equity Paid-in Treasury Stock Comprehensive Accumulated Stockholders’ Noncontrolling Total

(In millions, except share and per share data) Shares (2) Amount Shares (1)(2) Units (1)(2) Amount Capital Shares (1)(2) Amount Income (Loss) Deficit Deficit Interests Deficit

Balance Decembe

31, 2020 ................ 22,433,304 $ 0.2 2,243,330 22,433,304 $ 0.1 $ 2,467.6 746,525 $ (56.4) $ 38.7 $ (5,335.3) $ (2,885.1) $ 26.9 $(2,858.2)

Net loss .........................

—

(1,269.1) (1,269.1) (0.7) (1,269.8)

Other comprehensive loss ..............

—

(65.9)

—

(65.9) (0.2) (66.1)

Baltics noncontrolling capital contribution ....

—

0.2

—

0.2 (4.0) (3.8)

100% liquidation of Baltics .............

—

(0.9)

—

(0.9) (22.0) (22.9)

Class A common stock, accrued dividend

equivalent adjustment .................

—

(0.3) (0.3)

—

(0.3)

Share issuances ..................... 24,161,628 0.2 2,416,163 24,161,628

—

1,533.4 (746,525) 56.4

—

(19.3) 1,570.7

—

1,570.7

Class A common stock issuance to Mudrick ... 850,000

—

85,000 850,000

—

230.4

—

230.4

—

230.4

Convertible Notes due 2026 stock conversion . . 4,442,286 0.1 444,229 4,442,286

—

606.4

—

606.5

—

606.5

Wanda forfeit and cancellation of

Class B shares ..................... (566,600)

—

(56,660) (566,600)

—

Taxes paid for restricted unit withholdings ....

—

(19.1)

—

(19.1)

—

(19.1)

Stoc

ase

compensation .............. 77,292

—

7,729 77,292

—

43.1

—

43.1

—

43.1

Balance Decembe

31, 2021 ................ 51,397,910 $ 0.5 5,139,791 51,397,910 $ 0.1 $ 4,862.0

—

$ (28.1) $ (6,624.0) $ (1,789.5) $

—

$(1,789.5)

Net loss .........................

—

(973.6) (973.6)

—

(973.6)

Other comprehensive loss ..............

—

(49.2)

—

(49.2)

—

(49.2)

Share issuances .....................

—

2,077,482 20,774,813

—

217.6

—

217.6

—

217.6

Taxes paid for restricted unit withholdings ....

—

(52.3)

—

(52.3)

—

(52.3)

Stoc

ase

compensation .............. 285,982

—

28,599 285,982

—

22.5

—

22.5

—

22.5

Balance Decembe

31, 2022 ................ 51,683,892 $ 0.5 7,245,872 72,458,705 $ 0.1 $ 5,049.8

—

$ (77.3) $ (7,597.6) $ (2,624.5) $

—

$(2,624.5)

Net loss .........................

—

(396.6) (396.6)

—

(396.6)

Other comprehensive loss ..............

—

(0.9)

—

(0.9)

—

(0.9)

Share issuances ..................... 88,030,843 0.9 705,036 7,050,362

—

759.4

—

760.3

—

760.3

Antara Forward Purchase Agreement (3) .....

—

1,976,213 19,762,130

—

193.7

—

193.7

—

193.7

AMC Preferred Equity Unit conversion ..... 99,540,642 1.0 (9,954,065) (99,540,642) (0.1) (0.9)

—

Settlement Payment .................. 6,897,018 0.1

—

99.2

—

99.3

—

99.3

Debt for e

uity exchange .............. 14,186,651 0.1

—

92.8

—

92.9

—

92.9

Taxes paid for restricted unit withholdings ....

—

(14.2)

—

(14.2)

—

(14.2)

Stoc

ase

compensation (4) ........... 235,346

—

26,944 269,445

—

42.1

—

42.1

—

42.1

Balance Decembe

31, 2023 ................ 260,574,392 $ 2.6

—

$ 6,221.9

—

$ (78.2) $ (7,994.2) $ (1,847.9) $

—

$(1,847.9)

(1) Share counts have been retroactively adjusted to reflect the effect of the stock split.

(2) Share counts have been retroactively adjusted to reflect the effect of the reverse stock split.

(3) Includes $75.1 million of cash proceeds and $118.6 million carrying value of the debt exchanged for AMC Preferred Equity Units

(4) Includes 8,555 Common Stock shares and 15,370 AMC Preferred Equity Units awarded to the Board of Directors, 226,791 vested Common Stock RSUs and PSUs, and 254,074 AMC Preferred Equity Units RSUs and PSUs.

See Notes to Consolidated Financial Statements

AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2023, 2022, 2021

NOTE 1—THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including

American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the

“Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests

in theatres located in the United States and Europe.

Stock Split and Reverse Stock Split. On August 4, 2022, the Company announced that its Board of Directors

declared a special dividend of one AMC Preferred Equity Unit for each share of Class A common stock (“Common

Stock”) outstanding at the close of business August 15, 2022, the record date. The dividend was paid at the close of

business August 19, 2022 to investors who held Common Stock as of August 22, 2022, the ex-dividend date. Due to the

characteristics of the AMC Preferred Equity Units, the special dividend had the effect of a stock split pursuant to

ASC 505-20-25-4.

On August 24, 2023, the Company effectuated a reverse stock split at a ratio of one share of Common Stock for

every ten shares of Common Stock. As a result of the reverse stock split, each share of Series A Convertible Participating

Preferred Stock became convertible into ten shares of Common Stock, and by extension each AMC Preferred Equity

Unit became equivalent to one-tenth (1/10th) of a share of Common Stock. The reverse stock split did not impact the

number of AMC Preferred Equity Units outstanding. The Company concluded that this change in conversion ratio is

analogous to a reverse stock split of the AMC Preferred Equity Units even though the reverse stock split did not have an

effect on the number of AMC Preferred Equity Units outstanding.

Accordingly, all references made to share, per share, unit, per unit, or common share amounts in the

accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect

both the effects of the special dividend as a stock split and the subsequent reverse stock split. References made to AMC

Preferred Equity Units have been retroactively adjusted to reflect the effect of the reverse stock split on their equivalent

Common Stock shares.

Liquidity. The Company believes its existing cash and cash equivalents, together with cash generated from

operations, will be sufficient to fund its operations and satisfy its obligations currently and through the next twelve

months. The Company is subject to a minimum liquidity requirement of $100.0 million as a condition to the financial

covenant suspension period under the Credit Agreement. The Company believes it will comply with the minimum

liquidity requirement through the current maturity date of the Senior Secured Revolving Credit Facility on April 22,

2024. The Company currently does not expect to extend such maturity or replace the Senior Secured Revolving Credit

Facility upon maturity, although it may seek to replace it in the future.

The Company’s cash burn rates are not sustainable long-term. In order to achieve sustainable net positive

operating cash flows and long-term profitability, the Company believes that operating revenues will need to increase to

levels in line with pre-COVID-19 operating revenues. North America box office grosses were down approximately 21%

for the year ended December 31, 2023, compared to the year ended December 31, 2019. Until such time as the Company

is able to achieve positive operating cash flow, it is difficult to estimate the Company’s liquidity requirements, future

cash burn rates, future operating revenues, and attendance levels. Depending on the Company’s assumptions regarding

the timing and ability to achieve levels of operating revenue, the estimates of amounts of required liquidity vary

significantly.

There can be no assurance that the operating revenues, attendance levels, and other assumptions used to

estimate the Company’s liquidity requirements and future cash burn rates will be correct, and the ability to be predictive

is uncertain due to limited ability to predict studio film release dates, the overall production and theatrical release levels,

and success of individual titles. Additionally, the effects of labor stoppages, including but not limited to the Writers

Guild of America strike and the Screen Actors Guild-American Federation of Television and Radio Artists strike that

occurred during 2023 cannot be reasonably estimated and are expected to have a negative impact in 2024 on the future

film slate for exhibition, the Company’s future liquidity and cash burn rates. Further, there can be no assurances that the

Company will be successful in generating the additional liquidity necessary to meet its obligations beyond

twelve months from the issuance of these financial statements on terms acceptable to the Company or at all.

The Company may, at any time and from time to time, seek to retire or purchase its outstanding debt through

cash purchases and/or exchanges for equity or debt, in open-market purchases, privately negotiated transactions or

otherwise. Such repurchases or exchanges, if any, will be upon such terms and at such prices as it may determine, and

will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors. The

amounts involved may be material and to the extent equity is used, dilutive.

On December 22, 2022, the Company entered into the Forward Purchase Agreement with Antara pursuant to

which the Company agreed to (i) sell to Antara 10,659,511 AMC Preferred Equity Units for an aggregate purchase price

of $75.1 million and (ii) simultaneously purchase from Antara $100.0 million aggregate principal amount of the

Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 9,102,619 AMC Preferred Equity

Units. On February 7, 2023, the Company issued 19,762,130 AMC Preferred Equity Units to Antara in exchange for

$75.1 million in cash and $100.0 million aggregate principal amount of the Company’s 10%/12% Cash/PIK Toggle

Second Lien Notes due 2026. The Company recorded $193.7 million to stockholders’ deficit as a result of the

transaction. The Company paid $1.4 million of accrued interest in cash upon exchange of the notes. See Note 9—

Stockholders’ Deficit for more information.

The below table summarizes the cash debt repurchase transactions that occurred during the year ended

December 31, 2023, including related party transactions with Antara, which became a related party on February 7, 2023.

These transactions were executed at terms equivalent to an arms-length transaction. See Note 8—Corporate Borrowings

and Finance Lease Liabilities for more information.

Aggregate Principal Reacquisition Gain on Accrued Interest

(In millions) Repurchased Cost Extinguishment Paid

Related part

transactions:

Second Lien Notes due 2026 ..................... $ 75.9 $ 48.5 $ 40.9 $ 1.1

5.875% Senior Subordinated Notes due 2026 . . . . . . . 4.1 1.7 2.3 0.1

Total related part

transactions .................... 80.0 50.2 43.2 1.2

on-related part

transactions:

Second Lien Notes due 2026 ..................... 139.7 91.4 71.3 4.5

Total non-related part

transactions ................ 139.7 91.4 71.3 4.5

Total debt repurchases ............................. $ 219.7 $ 141.6 $ 114.5 $ 5.7

During the year ended December 31, 2022, the Company repurchased $118.3 million aggregate principal of the

Second Lien Notes due 2026 for $68.3 million and recorded a gain on extinguishment of $75.0 million in other expense

(income). Additionally, during the year ended December 31, 2022, the Company repurchased $5.3 million aggregate

principal of the Senior Subordinated Notes due 2027 for $1.6 million and recorded a gain on extinguishment of

$3.7 million in other expense (income). Accrued interest of $4.5 million was paid in connection with the repurchases.

See Note 8—Corporate Borrowings and Finance Lease Liabilities for more information.

The below table summarizes various debt for equity exchange transactions that occurred during the year ended

December 31, 2023. See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’ Deficit,

and Note 16—Subsequent Events for more information.

Shares of

Aggregate Principal Common Stock Gain on Accrued Interest

(In millions, except for share data) Exchanged Exchanged Extinguishment Exchanged

Second Lien Notes due 2026 .................. $ 105.3 14,186,651 $ 28.3 $ 1.2

During the year ended December 31, 2023, the Company raised gross proceeds of approximately $790.0 million

and paid fees to sales agents and incurred third-party issuance costs of approximately $19.8 million and $9.9 million,

respectively, through its at-the-market offering of approximately 88.0 million shares of its Common Stock and 7.1

million of its AMC Preferred Equity Units. The Company paid $12.6 million of other third-party issuance costs during

the year ended December 31, 2023. See Note 9—Stockholders’ Deficit for further information regarding the at-the-

market offerings.

During the year ended December 31, 2022, the Company sold 20.8 million AMC Preferred Equity Units. The

Company generated approximately $228.8 million in gross proceeds from sales under one “at-the-market” offering

program, paid fees to the sales agents and incurred third-party issuance costs of approximately $5.7 million and

$5.5 million, respectively.

During the year ended December 31, 2021, the Company sold 24.2 million shares of the Company’s Common

Stock and 24.2 million AMC Preferred Equity Units. The Company generated $1,611.8 million in aggregate gross

proceeds from sales under various “at-the-market” offering programs, paid fees to the sales agents of approximately

$40.3 million and paid other fees of $0.8 million.

Temporarily Suspended or Limited Operations. For approximately the first six months of the year ended

December 31, 2021, the Company had suspended or limited operations in our International markets segment due to the

COVID-19 pandemic. As of June 30, 2021, substantially all of our International markets theatres had resumed

operations.

Use of 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. Actual results could differ from those

estimates.

Principles of Consolidation. The consolidated financial statements include the accounts of Holdings and all

subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in

consolidation. Majority-owned subsidiaries that the Company has control of are consolidated in the Company’s

consolidated subsidiaries; consequently, a portion of its stockholders’ deficit, net earnings (loss) and total comprehensive

income (loss) for the periods presented are attributable to noncontrolling interests. The Company manages its business

under two reportable segments for its theatrical exhibition operations: U.S. markets and International markets.

Noncontrolling Interests and Baltic Theatre Sale. Majority-owned subsidiaries that the Company has control

of are consolidated in the Company’s consolidated financial statements; consequently, a portion of its stockholders’

deficit, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to

noncontrolling interests. On August 28, 2020, the Company entered into an agreement to sell its equity interest in Forum

Cinemas OU, which consists of nine theatres located in the Baltic region (Latvia, Lithuania and Estonia) and that were

included in the Company’s International markets reportable segment, for total consideration of approximately

€77.25 million, including cash of approximately €64.35 million or $76.6 million prior to any transaction costs. This

transaction was undertaken by the Company to further increase its liquidity and strengthen its balance sheet. The

completion of the sale took place in several steps, as noted below, and was contingent upon clearance from each

regulatory competition council in each country.

The Company received $37.5 million (€31.53 million) cash consideration upon entering into the sale agreement

on August 28, 2020 and paid $0.5 million in transaction costs during the year ended December 31, 2020. The Company

transferred an equity interest of 49% in Forum Cinemas OU to the purchaser and recorded an initial noncontrolling

interest of $34.9 million in total equity (deficit). Transaction costs of $1.4 million and net gain of $1.2 million related to

the sale of 49% equity interest of Lithuania and Estonia and the 100% disposal of Latvia were recorded in additional

paid-in capital during the year ended December 31, 2020 and were recorded in earnings during the year ended

December 31, 2021 when the remaining 51% interests in Lithuania and Estonia were disposed. Also, during the year

ended December 31, 2020, the Company received cash consideration of $6.2 million (€5.3 million), net of cash of

$0.2 million for the remaining 51% equity interest in Latvia. At December 31, 2020, the carrying amounts of the major

classes of assets and liabilities included as part of the disposal group that were previously included in the International

markets reportable segment were; goodwill of $41.8 million, property, net, of $13.0 million, operating lease right-of-use

assets, net of $15.7 million, and current and long-term operating lease liabilities of $2.4 million and $13.7 million,

respectively. At December 31, 2020, the Company’s noncontrolling interest of 49% in Lithuania and Estonia was

$26.9 million.

During the year ended December 31, 2021, the Company received cash consideration of $34.2 million

(€29.4 million), net of cash disposed of $0.4 million and transaction costs of $1.3 million, for the remaining 51% equity

interest in Estonia, 51% equity interest in Lithuania and eliminated the Company’s noncontrolling interest in Forum

Cinemas OU. The Company recorded the net gain from the sale of its equity interest in Forum Cinemas OU of

$5.5 million (net of transaction costs of $2.6 million) in investment expense (income), during the year ended

December 31, 2021.

Revenues. The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by

transferring control over a product or service to a customer. Admissions and food and beverage revenues are recorded at

a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage

offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until

such time as the items are redeemed or estimated income from non-redemption is recorded.

The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the

pattern of rights exercised by the customer (“proportional method”) where it applies an estimated non-redemption rate

for its gift card sales channels, which range from 13% to 19% of the current month sales of gift cards, and the Company

recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month’s

sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined

its non-redeemed rates and redemption patterns using more than 10 years of accumulated data. The Company also

recognizes income from non-redeemed or partially redeemed exchange tickets using the proportional method. In the

International markets, certain exchange tickets are subject to expiration dates, which triggers recognition of non-

redemption in other revenues.

The Company recognizes ticket fee revenues based on a gross transaction price. The Company is a principal (as

opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets

because the Company controls the online tickets before they are transferred to the customer. The online ticket fee

revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and

operating expense, respectively, in the consolidated statements of operations.

Film Exhibition Costs. Film exhibition costs are accrued based on the applicable box office receipts and

estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of

December 31, 2023 and December 31, 2022, the Company recorded film payables of $130.9 million and $123.8 million,

respectively, which are included in accounts payable in the accompanying consolidated balance sheets.

Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and

beverage costs when earned.

Exhibitor Services Agreement. The Company recognizes advertising revenues, which are included in other

theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a

promised good or service to the customers. The advertising contracts with customers generally consist of a series of

distinct periods of service, satisfied over time, to provide rights to advertising services. The Company’s Exhibitor

Services Agreement (“ESA”) with National CineMedia, LLC (“NCM”) includes a significant financing component due

to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation.

The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for

rights to exclusive access to the Company’s theatre screens and attendees through February 2037. Upon recognition, the

Company records an increase to advertising revenues with a similar offsetting increase in non-cash interest expense,

which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Pursuant

to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the

significant financing component where more interest expense is recognized earlier during the term of the agreement than

the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the

agreement. See Note 2—Revenue Recognition and Note 6—Investments for further information regarding the common

unit adjustment (“CUA”) and the fair value measurement of the non-cash consideration.

Customer Loyalty Programs. AMC Stubs

(“Stubs”) is a customer loyalty program in the U.S. markets

which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and

services. It features both a paid tier called AMC Stubs Premiere

(“Premiere”) for a flat annual membership fee and a

non-paid tier called AMC Stubs

Insider

(“Insider”). Both programs reward loyal guests for their patronage of AMC

Theatres. Rewards earned are redeemable on future purchases at AMC locations.

The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a

reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage

revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along

with associated cost of goods. The Company estimates point breakage in assigning value to the points at the time of sale

based on historical trends. The program’s annual membership fee is allocated to the material rights for discounted or free

products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based

on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A

portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the

relative standalone selling price method and are recognized as the rights are redeemed or expire.

AMC Stubs

A-List (“A-List”) is the Company’s monthly subscription-based tier of the Stubs

loyalty program.

This program offers guests admission to movies at AMC up to three times per week including multiple movies per day

and repeat visits to movies from $19.95 and $24.95 per month depending upon geographic market. Revenue is

recognized ratably over the enrollment period.

Advertising Costs. The Company expenses advertising costs as incurred and does not have any direct-response

advertising recorded as assets. Advertising costs were $43.6 million, $28.0 million, and $28.4 million for the years ended

December 31, 2023, December 31, 2022, and December 31, 2021, respectively, and are recorded in operating expense in

the accompanying consolidated statements of operations.

Cash and Cash Equivalents. All investments purchased with an original maturity of three months or less are

classified as cash equivalents. At December 31, 2023, cash and cash equivalents for the U.S. markets and International

markets were $752.3 million and $132.0 million, respectively, and at December 31, 2022, cash and cash equivalents

were $508.0 million and $123.5 million, respectively.

Restricted Cash. Restricted cash is cash held in the Company's bank accounts in International markets as a

guarantee for certain landlords. The following table provides a reconciliation of cash and cash equivalents and restricted

cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash

Flows.

Year Ended

(In millions) December 31, 2023 December 31, 2022 December 31, 2021

Cash and cash equivalents ................................. $ 884.3 $ 631.5 $ 1,592.5

Restricted cash ........................................... 27.1 22.9 27.8

Total cash and cash equivalents and restricted cash

in the statement of cash flows ............................... $ 911.4 $ 654.4 $ 1,620.3

Intangible Assets. Intangible assets are comprised of management contracts, a trademark, and trade names.

Amortizable intangible assets are being amortized on a straight-line basis over the estimated remaining useful lives of the

assets. The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that

the carrying amount of the asset group may not be fully recoverable. Trademark and trade names are considered either

definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for

impairment annually or more frequently as specific events or circumstances dictate.

The Company first assesses the qualitative factors to determine whether the existence of events and

circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its

carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. There

were no intangible asset impairment charges incurred during the years ended December 31, 2023, December 31, 2022,

and December 31, 2021.

Investments. The Company accounts for its investments in non-consolidated entities using either the cost or

equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its

consolidated balance sheets. Equity earnings and losses are recorded when the Company’s ownership interest provides

the Company with significant influence. The Company follows the guidance in ASC 323-30-35-3, investment in a

limited liability company, which prescribes the use of the equity method for investments where the Company has

significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for

using the cost method in investment expense (income). Gains and losses on cash sales are recorded using the weighted

average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments

are recorded using the weighted average cost of those units in NCM. See Note 6—Investments for further discussion of

the Company’s investments in NCM. As of December 31, 2023, the Company holds equity method investments

comprised of a 18.3% interest in SV Holdco LLC (“SV Holdco”), a joint venture that markets and sells cinema

advertising and promotions through Screenvision; a 50.0% interest in Digital Cinema Media Ltd. (“DCM”), a joint

venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (“AC JV”), a joint

venture that owns Fathom Events offering alternative content for motion picture screens; a 14.6% interest in Digital

Cinema Distribution Coalition, LLC (“DCDC”), a satellite distribution network for feature films and other digital cinema

content; a 50% ownership interest in four U.S. motion picture theatres and approximately 50% ownership interest in

61 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company.

Goodwill. The Company’s recorded goodwill was $2,358.7 million and $2,342.0 million as of December 31,

2023 and December 31, 2022, respectively. Goodwill represents the excess of purchase price over fair value of net

tangible and identifiable intangible assets related to the acquisition of Holdings on August 30, 2012 and subsequent

theatre business acquisitions. The Company evaluates goodwill at its two reporting units (Domestic Theatres and

International Theatres). Also, the Company evaluates goodwill and its indefinite-lived trademark and trade names for

impairment annually as of the beginning of the fourth quarter and any time an event occurs or circumstances change that

would more likely than not reduce the fair value for a reporting unit below its carrying amount.

In accordance with ASC 350-20-35-30, goodwill of a reporting unit shall be tested for impairment between

annual tests by assessing the qualitative factors to determine if an event occurs or changes in circumstances that would

warrant an interim ASC 350 impairment analysis. If an impairment analysis is needed, the Company performs a

quantitative impairment test for goodwill, which involves estimating the fair value of the reporting unit and comparing

that value to its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, the

difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that

reporting unit.

Qualitative impairment tests. The Company performed a qualitative impairment test to evaluate whether it is

more likely than not that the fair value of each reporting unit was less than their respective carrying amount as of its

annual assessment date, October 1st. The Company concluded that it was not more likely than not that the fair value of

either of the Company’s two reporting units had been reduced below their respective carrying amounts at the annual

assessment date for 2022 or 2023. The Company concluded that there were no triggering events that had occurred

between the annual assessment date and December 31, 2023.

Other Long-term Assets. Other long-term assets are comprised principally of investments in partnerships and

joint ventures and capitalized computer software, which is amortized over the estimated useful life of the software. See

Note 7—Supplemental Balance Sheet Information.

Accounts Payable. Under the Company’s cash management system, checks issued but not presented to banks

frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the

balance sheet. The change in book overdrafts is reported as a component of operating cash flows for accounts payable as

they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December 31,

2023 and December 31, 2022 was $3.0 million and $2.2 million, respectively.

Leases. The Company leases theatres and equipment under operating and finance leases. Many of the leases

contain options to extend the leases for additional periods. The Company typically does not believe that the exercise of

the renewal options is reasonably assured at the inception of the lease agreements and, therefore, considers the initial

base term as the lease term. Lease terms vary but generally, the leases provide for fixed and escalating rentals, contingent

escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and

variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for

renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the

right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

Operating lease right-of-use assets and lease liabilities were recorded at commencement date based on the

present value of minimum lease payments over the remaining lease term. The minimum lease payments include base rent

and other fixed payments, including fixed maintenance costs. The present value of the lease payments is calculated using

the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate

of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized

basis over a similar term. Operating lease expense is recorded on a straight-line basis over the lease term.

The Company elected the practical expedient to not separate lease and non-lease components and also elected

the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use

assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the

lease payments as lease cost on a straight-line basis over the lease term. The Company’s lease agreements do not contain

residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily

consist of food and beverage and digital equipment.

Impairment of Long-lived Assets. The Company reviews long-lived assets, including definite-lived

intangibles and theatre assets (including operating lease right-of-use assets) whenever events or changes in circumstances

indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments

related to internal use software when management determines that the remaining carrying value of the software will not

be realized through future use. The Company evaluates events or circumstances, including competition in the markets

where it operates, that would indicate the carrying value of the asset groups may not be fully recoverable. If an event or

circumstance is identified indicating carrying value may not be recoverable, the sum of future undiscounted cash flows is

compared to the carrying value. If the carrying value exceeds the future undiscounted cash flows, the asset group may be

impaired. If the asset group is determined to be impaired, the carrying value of the asset group is reduced to fair value as

estimated by a discounted cash flow model, with the difference recorded as an impairment charge. Asset groups are

evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there

are identifiable cash flows. The Company evaluates theatres using historical and projected data of theatre level cash flow

as its primary indicator of potential impairment and considers the seasonality of its business when making these

evaluations. The fair value of assets is determined as either the expected selling price less selling costs (where

appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market participant factors.

There is considerable management judgment necessary to determine the estimated future cash flows and fair

values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly

from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 12—Fair Value

Measurements.

The following table summarizes the Company’s impairments for the years ended December 31, 2023,

December 31, 2022, and December 31, 2021:

Year Ended

December 31, December 31, December 31,

(In millions) 2023 2022 2021

Impairment of lon

-lived assets .................................. $ 106.9 $ 133.1

$77.2

Impairment of other assets recorded in investment

expense (income) .............................................. 1.0

—

Total impairment loss ......................................... $ 107.9 $ 133.1

$77.2

During the year ended December 31, 2023, the Company recorded non-cash impairment of long-lived assets of

$49.2 million on 68 theatres in the U.S. markets with 738 screens (in Alabama, Colorado, District of Columbia, Florida,

Georgia, Iowa, Illinois, Indiana, Kansas, Kentucky, Louisiana, Massachusetts, Maryland, Michigan, Minnesota,

Missouri, North Carolina, New York, Pennsylvania, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, West

Virginia) and $57.7 million on 57 theatres in the International markets with 488 screens (in Germany, Ireland, Italy,

Portugal, Spain, Sweden, and UK), which were related to property, net and operating lease right-of-use assets, net. In

addition, during the year ended December 31, 2023, the Company recorded impairment losses of $1.0 million within

investment expense (income), related to equity interest investments without a readily determinable fair value accounted

for under the cost method in the U.S. markets.

During the year ended December 31, 2022, the Company recorded non-cash impairment of long-lived assets of

$73.4 million on 68 theatres in the U.S. markets with 817 screens and $59.7 million on 53 theatres in the International

markets with 456 screens, which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2021, the Company recorded non-cash impairment of long-lived assets of

$61.3 million on 77 theatres in the U.S. markets with 805 screens and $15.9 million on 14 theatres in the International

markets with 118 screens, which were related to property, net and operating lease right-of-use assets, net.

Foreign Currency Translation. Operations outside the United States are generally measured using the local

currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date.

Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included

in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss).

Gains and losses from foreign currency transactions are included in net earnings (loss), except those intercompany

transactions of a long-term investment nature. If the Company substantially liquidates its investment in a foreign entity,

any gain or loss on currency translation or transaction balance recorded in accumulated other comprehensive loss is

recorded as part of a gain or loss on disposition.

Employee Benefit Plans. The Company sponsors frozen non-contributory qualified and non-qualified defined

benefit pension plans in the U.S. and frozen defined benefit pension plans in the U.K. and Sweden. The Company also

sponsored a postretirement deferred compensation plan, which was liquidated during 2022, and also various defined

contribution plans.

The following table sets forth the plans’ benefit obligations and plan assets included in the consolidated balance

sheets:

U.S. Pension Benefits International Pension Benefits

Year Ended Year Ended

(In millions)

December 31,

2023

December 31,

2022

December 31,

2023

December 31,

2022

Aggregated projected benefit obligation at

end of period (1) ....................................... $ (79.3) $ (79.7) $ (71.9) $ (66.8)

ated fair value of plan assets at end of perio

.......... 58.3 59.2 76.7 73.1

et (liabilit

) asse

- funded status ...................... $ (21.0) $ (20.5) $ 4.8 $6.3

(1) At December 31, 2023 and December 31, 2022, U.S. aggregated accumulated benefit obligations were

$79.3 million and $79.7 million, respectively, and International aggregated accumulated benefit obligations

were $71.9 million and $66.8 million, respectively.

The Company does not expect to make a material contribution to the U.S. pension plans during the year ended

December 31, 2024. The Company intends to make future cash contributions to the plans in an amount necessary to meet

minimum funding requirements according to applicable benefit plan regulations.

The weighted-average assumptions used to determine benefit obligations are as follows:

U.S. Pension Benefits International Pension Benefits

December 31,

2023

December 31,

2022

December 31,

2023

December 31,

2022

Discount rate ...................................... 4.76% 4.97% 4.53 % 4.82%

Rate of compensation increase ........................

/A 2.07 % 2.19 %

The weighted-average assumptions used to determine net periodic benefit cost are as follows:

U.S. Pension Benefits International Pension Benefits

Year Ended Year Ended

December 31, December 31, December 31,

2023 2022 2021

Discount rate ................ 4.97% 2.66 % 2.26 % 4.82 %

1.79 % 1.78 %

Weighted average expected

lon

-term return on plan assets . . 6.56 % 6.56 % 6.57 % 4.32 %

1.57 % 1.28 %

Rate of compensation increase . .

/A 2.19 %

2.28 % 2.29 %

The offset to the pension liability is recorded in stockholders’ deficit as a component of accumulated other

comprehensive (income) loss. For further information, see Note 14—Accumulated Other Comprehensive Income (Loss)

for pension amounts and activity recorded in accumulated other comprehensive income.

For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, net periodic benefit costs

(credits) were $1.4 million, $(0.6) million, and $(0.9) million, respectively. The non-operating component of net periodic

benefit costs is recorded in other expense (income) in the consolidated statements of operations.

The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate

for the five years thereafter:

(In millions) U.S. Pension Benefits

International Pension

Benefits

2024 . . . . . . . . . . . . . . .......................................... $ 4.5 $ 3.4

2025 . . . . . . . . . . . . . . .......................................... 4.8 3.5

2026 . . . . . . . . . . . . . . .......................................... 5.0 3.6

2027 . . . . . . . . . . . . . . .......................................... 5.1 3.8

2028 . . . . . . . . . . . . . . .......................................... 5.4 3.9

Years 2029 - 2032 ............................................... 28.3 22.1

The Company’s investment objectives for its U.S. defined benefit pension plan investments are: (1) to preserve

the value of its principal; (2) to maximize a real long-term return with respect to the plan assets consistent with

minimizing risk; (3) to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4) to

maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified

allocation of equity, debt, commodity and real estate exposures that are customized to the plan’s cash flow benefit needs.

A weighted average targeted allocation percentage is assigned to each asset class as follows: equity securities of 37%,

debt securities of 59%, and private real estate of 4%. The International pension benefit plans do not have an established

asset target allocation.

Investments in the pension plan assets are measured at fair value on a recurring basis. As of December 31, 2023,

for the U.S. investment portfolio, 92% were valued using the net asset value per share (or its equivalent) as a practical

expedient and 8% of the investment included pooled separate accounts valued using market prices for the underlying

instruments that were observable in the market or could be derived by observable market data from independent external

valuation information (Level 2 of the fair value hierarchy). As of December 31, 2023, for the International investment

portfolio, 4% consisting of cash and equivalents was valued using quoted market prices from actively traded markets

(Level 1 of the fair value hierarchy), 28% included mutual funds and collective trust funds valued using market prices for

the underlying instruments that were observable in the market or could be derived by observable market data from

independent external valuation information (Level 2 of the fair value hierarchy) and 68% were valued using the net asset

value per share (or its equivalent) as a practical expedient.

During 2023, there was a ruling in the United Kingdom related to the validity of certain amendments to benefits

in contracted-out salary-related defined benefit pension plans. The ruling is subject to an ongoing appeal. The ruling may

potentially be applicable to certain defined benefit pension plans the Company has in the United Kingdom. While the

Company does not believe the impact of this ruling will have a material impact on our projected benefit obligation, it

will continue to monitor the appeals process. As of December 31, 2023, no specific adjustments for this matter have been

included in estimating the projected benefit obligation and related net periodic benefit cost of the applicable plans.

The Company sponsors various defined contribution plans which include company match features in the U.S.

and Internationally. The expense related to defined contribution plans for the years ended December 31, 2023,

December 31, 2022, and December 31, 2021, was $9.8 million, $9.0 million, and $8.4 million, respectively.

Income and Operating Taxes. The Company accounts for income taxes in accordance with ASC 740-10.

Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and

income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future

tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of

enactment.

Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income

tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes

are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and

utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable

income generated by Holdings or another affiliate.

Casualty Insurance. The Company is self-insured for general liability up to $1.0 million per occurrence and

carries a $0.5 million deductible limit per occurrence for workers’ compensation claims. The Company utilizes actuarial

projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for

adverse developments on known claims and an allowance for claims which have been incurred but which have not yet

been reported. As of December 31, 2023 and December 31, 2022, the Company recorded casualty insurance reserves of

$22.8 million and $30.7 million, respectively. The Company recorded expenses related to general liability and workers’

compensation claims of $53.1 million, $49.8 million, and $37.1 million for the years ended December 31, 2023,

December 31, 2022, and December 31, 2021, respectively. Casualty insurance expense is recorded in operating expense.

Government Assistance. The Company recognizes government assistance when the conditions of the grant

have been met and there is reasonable assurance that the assistance will be received. Grants relating to specific costs are

treated as a reduction of that cost in the consolidated statement of operations. General grants are recorded within other

expense (income). Grants related to the construction of long-lived assets are treated as reductions to the cost of the

associated assets.

During the year ended December 31, 2023, the Company recognized government assistance in other income of

$4.8 million, primarily related to grants in the International markets. During the year ended December 31, 2022, the

Company recognized government assistance in other income of $25.8 million, primarily related to grants in the

International markets. The general requirements of the grants were that the grantees must have lost income due to the

COVID-19 pandemic. The Company concluded all grant criteria had been met and therefore have recognized the entire

award.

Additionally, the Company recognized $3.2 million and $1.9 million of government assistance as reduction to

property, net during the years ended December 31, 2023, and December 31, 2022, respectively. The assistance relates to

the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition

industry in certain countries in the International markets.

During the year ended December 31, 2023, the Company was awarded $10.0 million of tax credits in our

International markets that have been or will be utilized to offset employer payroll tax or value-added tax liabilities. The

tax credits by the government to support entities in the film exhibition industry. The Company has recorded these credits

as reductions to rent expense and operating expense as those expenses were the basis for the tax credits awarded.

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

Year Ended

December 31, December 31, December 31,

(In millions) 2023 2022 2021

Credit income related to contin

ent lease

uarantees............. $

—

$ (0.2) $ (5.7)

Governmental assistance - International markets................ (3.8) (23.0) (81.5)

Governmental assistance - U.S. markets ....................... (1.0) (2.8) (5.6)

Forei

n currenc

transaction

ains............................ (17.8) (12.3) (9.8)

on-operating components of net periodic

enefit cost (income) ....................................... 1.4 (0.6) (0.7)

Loss on extin

uishmen

- First Lien Notes due 2025.............

—

47.7

—

Loss on extin

uishmen

- First Lien Notes due 2026.............

—

54.4

—

Loss on extin

uishmen

- First Lien To

le Notes due 2026.......

—

32.9 14.4

Gain on extin

uishmen

- Second Lien Notes due 2026........... (140.5) (75.0)

—

Gain on extinguishment - Senior Subordinated

otes due 2026 ........................................... (2.3)

—

Gain on extinguishment - Senior Subordinated

otes due 2027 ...........................................

—

(3.7)

—

Loss on extin

uishmen

- Odeon Term Loan Facilit

............

—

36.5

—

Financin

fees related to modification of deb

..................

—

1.0

Derivative stockholder settlemen

............................ (14.0)

—

Shareholder liti

ation ...................................... 110.2

—

Business interruption insurance recoveries ..................... (1.3) (0.3)

—

Other expense (income) .................................... $ (69.1) $ 53.6 $ (87.9)

Accounting Pronouncements Recently Adopted

Reference Rate Reform. In March 2020, the FASB issued guidance providing optional expedients to account

for the effects of reference rate reform to contracts, hedging relationships, and other transactions affected by the

transition from the use of London Interbank Offered Rate (LIBOR) to an alternative reference rate. The Company elected

to apply the optional expedients under ASC 848 to modifications of contracts that previously referenced LIBOR. The

optional expedients eliminate the need to remeasure the contracts or reassess any accounting determinations. See Note

8—Corporate Borrowings and Finance Lease Obligations for further discussion on the election of the optional

expedients allowed under ASC 848.

Accounting Pronouncements Issued Not Yet Adopted

Segment Reporting. In November 2023, the FASB issued ASC 2023-07, Segment Reporting (Topic 280)

Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The amendments in ASU 2023-07 require annual

and interim disclosures about significant segment expenses. ASU 2023-07 is effective for the Company for the year

ended December 31, 2024, and every interim period thereafter.

Income Tax Disclosures. In December 2023, the FASB issued ASC 2023-09, Income Taxes (Topic 740)

Improvements to Income Tax Disclosures (“ASU 2023-09”). The amendments in ASU 2023-09 require entities to

disclose on an annual basis (1) specific categories in the rate reconciliation and (2) provide additional information for

reconciling items that meet a quantitative threshold. The amendments would also require that entities disclose various

information about income taxes paid and (1) income (or loss) from continuing operations before income tax expense (or

benefit) disaggregated between domestic and (2) foreign and income tax expense (or benefit) from continuing operations

disaggregated by federal (national), state, and foreign. ASU 2023-09 is effective for the Company for the year ended

December 31, 2025.

NOTE 2—REVENUE RECOGNITION

Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by

timing of revenue recognition:

Year Ended

(In millions) December 31, 2023 December 31, 2022 December 31, 2021

Major revenue types

Admissions .......................................... $ 2,690.5 $ 2,201.4 $ 1,394.2

Food and bevera

e .................................... 1,669.8 1,313.7 857.3

Other theatre:

Advertisin

........................................ 129.5 122.7 95.3

Other theatre ...................................... 322.8 273.6 181.1

Other theatre ..................................... 452.3 396.3 276.4

Total revenues ..................................... $ 4,812.6 $ 3,911.4 $ 2,527.9

Year Ended

(In millions) December 31, 2023 December 31, 2022 December 31, 2021

Timing of revenue recognition

Products and services transferred at a point in time.......... $ 4,424.1 $ 3,579.9 $ 2,325.5

Products and services transferred over time (1)............. 388.5 331.5 202.4

Total revenues ................................... $ 4,812.6 $ 3,911.4 $ 2,527.9

(1) Amounts primarily include subscription and advertising revenues.

The following tables provide the balances of receivables and deferred revenue income:

(In millions) December 31, 2023 December 31, 2022

Current assets

Receivables related to contracts with customers . . . . . . . . ................. $ 113.5 $ 92.3

Miscellaneous receivables . . . . . ...................................... 90.2 74.3

Receivables, ne

.............................................. $ 203.7 $ 166.6

(In millions) December 31, 2023 December 31, 2022

Current liabilities

Deferred revenues related to contracts with customers.................... $ 415.3 $ 398.8

Miscellaneous deferred income ....................................... 6.5 3.9

Deferred revenues and income .................................. $ 421.8 $ 402.7

The significant changes in contract liabilities with customers included in deferred revenues and income are as

follows:

Deferred Revenues

Related to Contracts

(In millions) with Customers

Balance Decembe

31, 2021 . . . . . ................................................... $ 405.1

Cash received in advance

(1) ............................................................

292.0

Customer lo

alt

rewards accumulated, net of expirations:

Admission revenues

(2) ..............................................................

14.9

Food and bevera

e revenues

(2) ......................................................

22.7

Other theatre revenues

(2) ............................................................

(0.4)

Reclassification to revenue as the result of performance obli

ations satisfied:

Admission revenues

(3) ..............................................................

(205.2)

Food and bevera

e revenues

(3) ......................................................

(57.5)

Other theatre revenues

(4) ............................................................

(66.7)

Forei

n currenc

translation ad

ustment ........................................... (6.1)

Balance Decembe

31, 2022 . . . . . ................................................... $ 398.8

Cash received in advance

(1) ............................................................

331.7

Customer lo

alt

rewards accumulated, net of expirations:

Admission revenues

(2) ..............................................................

22.3

Food and bevera

e revenues

(2) ......................................................

37.8

Other theatre revenues

(2) ............................................................

(1.3)

Reclassification to revenue as the result of performance obli

ations satisfied:

Admission revenues

(3) ..............................................................

(237.5)

Food and

evera

e revenues

(3) ......................................................

(70.1)

Other theatre revenues

(4) ............................................................

(64.1)

Forei

n currenc

translation ad

ustment ........................................... (2.3)

Balance Decembe

31, 2023 . . . . . ................................................... $ 415.3

(1) Includes movie tickets, food and beverage, gift cards, exchange tickets, subscription membership fees, and

other loyalty membership fees.

(2) Amount of rewards accumulated, net of expirations, that are attributed to loyalty programs.

(3) Amount of rewards redeemed that are attributed to gift cards, exchange tickets, movie tickets, and loyalty

programs.

(4) Amounts relate to income from non-redeemed or partially redeemed gift cards, non-redeemed exchange

tickets, subscription membership fees, and loyalty programs membership fees.

The significant changes to contract liabilities included in the ESA in the consolidated balance sheets, are as

follows:

Exhibitor Services

(In millions) Agreement (1)

Balance Decembe

31, 2021 . . . . . .................................................... $ 510.4

Common Unit Ad

ustmen

-additions of common units ................................ 15.0

Reclassification of the beginning balance to other theatre revenue, as the result of

erformance obli

ations satisfied ................................................. (19.6)

Balance Decembe

31, 2022 . . . . . .................................................... $ 505.8

Reclassification, net of adjustments, for portion of the beginning balance to other

theatre revenue, as the result of performance obli

ations satisfie

....................... (19.2)

Balance Decembe

31, 2023 . . . . . .................................................... $ 486.6

(1) Represents the carrying amount of the NCM common units that were previously received under the annual

CUA and subsequent adjustments related to the NCM Bankruptcy, as discussed in greater detail below. The

deferred revenues are being amortized to other theatre revenues over the remainder of the 30-year term of

the ESA ending in February 2037.

NCM Bankruptcy. On April 11, 2023, NCM filed a petition under Chapter 11 of the U.S. Bankruptcy Code in

the Southern District of Texas. NCM is the in-theatre advertising provider for the majority of the Company’s theatres in

the United States. Under the Chapter 11 plan of reorganization, which became effective on August 7, 2023 (the “Plan”),

NCM has assumed its agreements with the Company. As part of the Plan, on August 7, 2023, NCM issued 16,581,829

common units (“NCM Common Units”) that were owed to the Company as part of the annual common unit adjustment.

But under the terms of the Plan and restructuring of the equity of NCM thereunder, the NCM Common Units were

immediately cancelled upon the efficacy of the Plan. The Company has filed appeals with the United States District

Court for the Southern District of Texas, objecting to, among other things, certain terms of the Plan, including

modification of the terms of the exhibitor services agreement with other parties that were not granted to the Company

and appeal of the court’s order to approve cancellation of the NCM Common Unit issuance. The Company does not

expect the NCM bankruptcy to have a material impact on the Company.

Transaction Price Allocated to the Remaining Performance Obligations. The following table includes the

amount of NCM ESA, included in exhibitor services agreement in the Company’s consolidated balance sheets, that is

expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of

December 31, 2023:

(In millions) Exhibitor Services Agreement

Year ended 2024 .......................................................... $ 22.7

Year ended 2025 .......................................................... 24.4

Year ended 2026 .......................................................... 26.2

Year ended 2027 .......................................................... 28.2

Year ended 2028 .......................................................... 30.4

Years ended 2029 throu

h Februar

2037 ..................................... 354.7

Total .................................................................... $ 486.6

Gift Cards and Exchange Tickets. The total amount of non-redeemed gift cards and exchange tickets included

in deferred revenues and income as of December 31, 2023 was $326.3 million. This will be recognized as revenues as

the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are

recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months.

Loyalty Programs. As of December 31, 2023, the amount of deferred revenues allocated to the loyalty

programs included in deferred revenues and income was $73.6 million. The earned points will be recognized as revenue

as the points are redeemed, which is estimated to occur over the next 24 months. The Premiere

annual membership fee is

recognized ratably over the one-year membership period.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about

remaining performance obligations that have original expected durations of one year or less.

NOTE 3—LEASES

The Company leases theatres and equipment under operating and finance leases. The Company typically does

not believe that exercise of the renewal options is reasonably certain at the lease commencement and, therefore,

considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and

escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed

certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives

contributions from landlords for renovations at existing locations. The Company records the amounts received from

landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base

term of the lease agreement. Equipment leases primarily consist of sight and sound and food and beverage equipment.

The Company received rent concessions from lessors that aided in mitigating the economic effects of

COVID-19 during the pandemic. These concessions primarily consisted of rent abatements and the deferral of rent

payments. As a result, deferred lease amounts were approximately $56.3 million as of December 31, 2023. In instances

where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the

modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the

relief as provided by the FASB staff related to the accounting for certain lease concessions. The Company elected not to

account for these concessions as a lease modification, and therefore the Company has remeasured the related lease

liability and right-of-use asset but did not reassess the lease classification or change the discount rate to the current rate

in effect upon the remeasurement. The deferred payment amounts have been recorded in the Company’s lease liabilities

to reflect the change in the timing of payments. Those leases that did not meet the criteria for treatment under the FASB

relief were evaluated as lease modifications. The deferred payment amounts for contractual rent amounts due and not

paid are included in accounts payable in the consolidated balance sheets and in change in accounts payable in the

consolidated statements of cash flows. In addition, the Company included deferred lease payments in operating lease

right-of-use assets as a result of lease remeasurements.

A summary of deferred payment amounts related to rent obligations for which payments were deferred to future

periods is provided below:

As of As of

December 31, Decrease December 31,

(In millions) 2022 in deferred amounts 2023

Fixed operatin

lease deferred amounts

(1) ....................

$150.3$ (97.1)

$53.2

Finance lease deferred amounts ........................... 0.9 (0.9)

—

Variable lease deferred amounts .......................... 6.0 (2.9)

3.1

Total deferred lease amounts ........................... $ 157.2 $ (100.9)

$56.3

(1) During the year ended December 31, 2023, the decrease in fixed operating lease deferred amounts includes

$14.3 million of rent payments that are included in change in accounts payable and $82.8 million included

in deferred rent and other non-cash rent in the consolidated statements of cash flows.

The following table reflects the lease costs for the years indicated below:

Year Ended

December 31, December 31, December 31,

(In millions) Consolidated Statements of Operations 2023 2022 2021

Operatin

lease cos

Theatre properties ........... Ren

$ 788.1 $ 812.0 $ 775.4

Theatre properties ........... Operatin

expense 2.0 5.4 1.1

Equipmen

................. Operatin

expense 17.5 8.6 10.7

Office and othe

............ General and administrative: othe

5.4 5.3 5.4

Finance lease cos

Amortization of

finance lease assets ........ Depreciation and amortization 2.0 2.6 4.6

Interest expense on

lease liabilities . . . ......... Finance lease obli

ations 3.7 4.1 5.2

Variable lease cos

Theatre properties ......... Ren

85.4 74.2 52.6

Equipmen

............... Operatin

expense 63.3 60.0 43.4

Total lease cos

............... $ 967.4 $ 972.2 $ 898.4

The following table represents the weighted-average remaining lease term and discount rate as of December 31,

2023:

As of December 31, 2023

Weighted Average Weighted Average

Remaining Discount

Lease Term and Discount Rate Lease Term (years) Rate

Operatin

leases ............................................. 8.7 10.5%

Finance leases .............................................. 13.3 6.4 %

Cash flow and supplemental information is presented below:

Year Ended

December 31, December 31, December 31,

(In millions) 2023 2022 2021

Cash paid for amounts included in the measurement

of lease liabilities:

Operatin

cash flows used in finance leases.................... $ (3.7) $ (3.8) $ (2.9)

Operatin

cash flows used in operatin

leases.................. (986.4) (1,032.4) (883.2)

Financin

cash flows used in finance leases.................... (5.6) (9.4) (9.0)

Landlord contributions:

Operatin

cashflows provided b

operatin

leases .............. 23.9 19.9 22.0

Supplemental disclosure of noncash leasin

activities:

Right-of-use assets obtained in exchange for new

operatin

lease liabilities (1) . . . ............................. 214.1 277.3 196.6

(1) Includes lease extensions and option exercises.

Minimum annual payments required under existing operating and finance leases and the net present value

thereof as of December 31, 2023 are as follows:

Operating Lease Finance Lease

(In millions) Payments (2) Payments (2)

2024

(1)

........................................................ 920.3 8.4

2025 .......................................................... 884.3 7.8

2026 .......................................................... 819.6 7.6

2027 .......................................................... 754.6 7.6

2028 .......................................................... 669.2 7.2

Thereafte

...................................................... 2,802.3 46.2

Total lease pa

ments ............................................ 6,850.3 84.8

Less imputed interes

............................................. (2,340.8) (29.4)

Total operatin

and finance lease liabilities, respectivel

.............. $ 4,509.5 $ 55.4

(1) The minimum annual payments table above does not include contractual cash rent amounts that were due

and not paid, which are recorded in accounts payable as shown below, including estimated repayment

dates:

Accounts Payable

(In millions) Lease Payments

2024 . . . . . ...................................................... 4.4

2025 . . . . . ...................................................... 0.8

2026 . . . . . ...................................................... 0.7

2027 . . . . . ...................................................... 0.3

2028 . . . . . ...................................................... 0.1

Thereafte

....................................................... 0.1

Total deferred lease amounts recorded in accounts pa

able............. $ 6.4

(2) The minimum annual payments table above includes deferred undiscounted cash rent amounts that were

due and not paid related to operating leases, as shown below:

Operating Lease

(In millions) Payments

2024 . . . . . ..................................................... 15.7

2025 . . . . . ..................................................... 5.7

2026 . . . . . ..................................................... 4.2

2027 . . . . . ..................................................... 3.4

2028 . . . . . ..................................................... 3.2

Thereafte

...................................................... 17.7

Total deferred lease amounts ..................................... $ 49.9

As of December 31, 2023, the Company had signed additional operating lease agreements for two theatres that

have not yet commenced of approximately $62.0 million, which are expected to commence in 2024 or thereafter, and

carry lease terms of approximately 15 to 20 years. The timing of lease commencement is dependent on the landlord

providing the Company with control and access to the related facility.

During the year ended December 31, 2023, the Company received a $13.0 million buyout incentive from a

landlord which provided the landlord the right to terminate the lease of one theatre. The incentive was treated as a

reduction to rent expense in the Company’s consolidated statement of operations.

NOTE 4—PROPERTY

A summary of property is as follows:

(In millions) December 31, 2023 December 31, 2022

Propert

owned:

Lan

............................................................ $ 62.6 $ 73.7

Buildin

s and improvements ........................................ 205.8 209.4

Leasehold improvements ......................................... . . 1,958.3 1,880.8

Furniture, fixtures and equipmen

.................................... 2,387.0 2,354.3

4,613.7 4,518.2

Less: accumulated depreciation . ..................................... 3,091.7 2,838.4

1,522.0 1,679.8

Propert

leased under finance leases:

Buildin

and improvements ......................................... 56.5 54.8

Less: accumulated depreciation and amortization . . . . . . . ................ 18.1 15.4

38.4 39.4

$ 1,560.4 $ 1,719.2

Property is recorded at cost or fair value, in the case of property resulting from acquisitions. The Company uses

the straight-line method in computing depreciation and amortization for financial reporting purposes. The estimated

useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful

lives of the assets or the base terms of the corresponding lease agreements for these leases for assets placed in service

subsequent to the lease inception. The estimated useful lives are as follows:

Buildin

s and improvements ..........................................................

1 to 40

ears

Leasehold improvements ............................................................. 1 to 20

ears

Furniture, fixtures and equipmen

...................................................... 1 to 15

ears

Expenditures for additions (including interest during construction) and betterments are capitalized, and

expenditures for maintenance and repairs are charged to expense as incurred. The cost of assets retired or otherwise

disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of

disposal. Gains or losses resulting from property disposals are included in operating expense in the accompanying

consolidated statements of operations.

Depreciation expense was $337.5 million, $359.0 million, and $382.0 million for the years ended December 31,

2023, December 31, 2022 and December 31, 2021, respectively.

NOTE 5—GOODWILL AND INTANGIBLE ASSETS

The following table summarizes the changes in goodwill by reporting unit:

U.S.

Markets

International

Markets Consolidated Goodwill

(In millions)

Gross

Carrying

Amount

Accumulated

Impairment

Losses

Net

Carrying

Amount

Gross

Carrying

Amount

Accumulated

Impairment

Losses

Net

Carrying

Amount

Gross

Carrying

Amount

Accumulated

Impairment

Losses

Net

Carrying

Amount

Balance Decembe

31, 2021 ....... $ 3,072.6 $ (1,276.1) $ 1,796.5 $ 1,722.6 $ (1,089.3) $ 633.3 $ 4,795.2 $ (2,365.4) $ 2,429.8

Currency translation adjustmen

...

—

(200.8) 113.0 (87.8) (200.8) 113.0 (87.8)

Balance Decembe

31, 2022 ....... $ 3,072.6 $ (1,276.1) $ 1,796.5 $ 1,521.8 $ (976.3) $ 545.5 $ 4,594.4 $ (2,252.4) $ 2,342.0

Currency translation adjustmen

...

—

67.7 (51.0) 16.7 67.7 (51.0) 16.7

Balance Decembe

31, 2023 ....... $ 3,072.6 $ (1,276.1) $ 1,796.5 $ 1,589.5 $ (1,027.3) $ 562.2 $ 4,662.1 $ (2,303.4) $ 2,358.7

Detail of other intangible assets is presented below:

December 31, 2023 December 31, 2022

Gross Gross

Remaining Carrying Accumulated Carrying Accumulated

(In millions) Useful Life Amount Amortization Amount Amortization

Amortizable Intan

ible Assets:

Mana

emen

contracts ............................. 2

ears $ 1.7 $ (1.6) $ 9.3 $ (9.2)

Starplex

rade name ............................... 3

ears 7.9 (5.7) 7.9 (5.0)

Carmike t

ade name ............................... none

—

9.3 (8.0)

Total, amortizable ................................. $ 9.6 $ (7.3) $ 26.5 $ (22.2)

on-amortizin

Intan

ible Assets:

AMC trademar

.................................. $104.4 $ 104.4

Odeon trade names ................................ 37.3 35.8

ordic trade names ................................ 2.7 2.8

Total, unamortizable ............................... $144.4 $ 143.0

See the impairment table in Note 1—The Company and Significant Accounting Policies for information

regarding indefinite and definite-lived intangible assets impairment amounts.

Amortization expense associated with the intangible assets noted above is as follows:

Year Ended

(In millions) December 31, 2023 December 31, 2022 December 31, 2021

Recorded amortization ................................... $ 2.1 $ 2.6 $ 3.5

NOTE 6—INVESTMENTS

Investments in non-consolidated affiliates and certain other investments accounted for under the equity method

generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50%

voting control, and are recorded in the consolidated balance sheets in other long-term assets. On December 30, 2022, the

Company entered into an agreement to sell its 10.0% investment in Saudi Cinema Company, LLC for SAR 112.5 million

($30.0 million), and on January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company

received the proceeds on January 25, 2023. The Company recorded a gain on the sale of $15.5 million in investment

income during the year ended December 31, 2023. Investments in non-consolidated affiliates as of December 31, 2023,

include interests in DCDC of 14.6%, AC JV, owner of Fathom Events, of 32.0%, SV Holdco, owner of Screenvision, of

18.4%, and DCM of 50.0%. The Company also has partnership interests in four U.S. motion picture theatres and

approximately 50.0% interest in 61 theatres in Europe. Indebtedness held by equity method investees is non-recourse to

the Company.

Investment in Hycroft

On March 14, 2022, the Company purchased 2.3 million units of Hycroft for $27.9 million, with each unit

consisting of one common share of Hycroft and one common share purchase warrant. The units were priced at

$11.93 per unit. Each warrant is exercisable for one common share of Hycroft at a price of $10.68 per share over a

5-year term through March 2027. The preceding amounts have been adjusted for the one-for-ten reverse stock split

Hycroft effectuated on November 15, 2023.

Hycroft filed a resale registration statement to register the common shares and warrant shares for the sale under

Securities Act on April 14, 2022 which became effective on June 2, 2022. The Company accounts for the common

shares of Hycroft under the equity method and we have elected the fair value option in accordance with ASC 825-10.

The Company account for the warrants as derivatives in accordance with ASC 815. Accordingly, the fair value of the

investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported

in investment income. The Company believes the fair value option to be the most appropriate election for this equity

method investment as the Company is not entering the mining business. During the years ended December 31, 2023 and

December 31, 2022, the Company recorded unrealized losses related to the investment in Hycroft of $12.6 million and

$6.3 million, respectively, in investment expense (income), respectively.

NCM Transactions

Pursuant to the Company’s Common Unit Adjustment Agreement, from time to time common units of NCM

held by the Founding Members will be adjusted up or down through a formula, primarily based on increases or decreases

in the number of theatre screens operated and theatre attendance generated by each Founding Member. The CUA is

computed annually, except that an earlier CUA will occur for a Founding Member if its acquisition or disposition of

theatres, in a single transaction or cumulatively since the most recent CUA, will cause a change of 2% or more in the

total annual attendance of all of the Founding Members. In the event that a CUA is determined to be a negative number,

the Founding Member shall cause, at its election, either (a) the transfer and surrender to NCM of a number of common

units equal to all or part of such Founding Member’s CUA or (b) pay to NCM an amount equal to such Founding

Member’s CUA calculated in accordance with the CUA Agreement.

In March 2021, the NCM CUA resulted in a negative adjustment of 3,012,738 common units for the Company,

and therefore, the Company paid NCM cash of $9.2 million and recorded the amount as a reduction to deferred revenues

for the ESA. During the year ended December 31, 2021, the Company sold its remaining approximately 1.4 million

NCM shares and received net proceeds of $5.7 million, which were recorded in investment expense (income). In

March 2022, the NCM CUA resulted in a positive adjustment of 5,954,646 common units for the Company. The

Company received the units and recorded the common units as an addition to deferred revenues for the ESA at a fair

value of $15.0 million, based upon a price per share of NCM of $2.52 on March 30, 2022. During the year ended

December 31, 2022, the Company sold its shares of NCM for $1.5 million and recorded a realized loss in investment

expense of $13.5 million. See Note 1—The Company and Significant Accounting Policies and Note 2—Revenue

Recognition for further information regarding CUA and ESA.

DCIP Transactions

During the year ended December 31, 2021, the Company received cash distribution of $12.2 million from

DCIP, which the Company recorded as a reduction to its investment in DCIP. The distribution reduced the Company’s

recorded investment below $0 and therefore the Company recorded equity in earnings of $4.0 million to increase its

investment to $0 as the Company has not guaranteed any of the liabilities of DCIP. During the year ended December 31,

2022, DCIP ceased operations and the Company received a liquidation distribution of $3.4 million which the Company

recorded as equity in earnings.

AC JV Transactions

On December 26, 2013, the Company amended and restated its existing ESA with NCM in connection with the

spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the

Founding Members and 4% by NCM. AC JV distributes alternative content to theatre exhibitors. As of December 31,

2019, Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off.

The ESAs 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 (the “Digital ESAs”) that were entered into on December 26, 2013 by

NCM and each of the Founding Members. These Digital ESAs were then assigned by NCM to AC JV as part of the

Fathom spin-off.

Summary Financial Information

Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2023,

include interests in Hycroft, SV Holdco, DCM, AC JV, DCDC, 61 theatres in Europe, four U.S. motion picture theatres,

and other immaterial investments.

Condensed financial information of the Company’s non-consolidated equity method investments is shown

below with amounts presented under U.S. GAAP:

(In millions) December 31, 2023 December 31, 2022

Current assets ............................................. $ 263.8 $ 411.5

oncurrent assets .......................................... 224.7 431.9

Total assets ............................................... 488.5 843.4

Current liabilities . . . . . ..................................... 130.9 152.8

oncurrent liabilities . . ..................................... 385.0 452.9

Total liabilities . . . . . . . ..................................... 515.9 605.7

Stockholders’ (deficit) equit

................................ (27.4) 237.7

Liabilities and stockholders’ (deficit) equit

.................... 488.5 843.4

The Compan

’s recorded investmen

.......................... 56.4 69.6

Condensed financial information of the Company’s non-consolidated equity method investments is shown

below and amounts are presented under U.S. GAAP for the periods of ownership by the Company:

Year Ended

December 31, December 31, December 31,

(In millions) 2023 2022 2021

Revenues ................................................ $ 425.6 $ 412.8 $ 285.1

Operatin

costs and expenses ................................ 449.9 498.2 287.6

et loss .................................................. $ (24.3) $ (85.4) $ (2.5)

The components of the Company’s recorded equity in earnings (loss) of non-consolidated entities are as

follows:

Year Ended

(In millions) December 31, 2023 December 31, 2022 December 31, 2021

The Compan

’s recorded equit

in earnin

s (loss) ........... $ 7.7 $ (1.6) $ 11.0

Related Party Transactions

The Company recorded the following related party transactions with equity method investees:

As of As of

(In millions) December 31, 2023 December 31, 2022

Due from DCM for on-screen advertisin

revenue......................... $ 3.3 $ 2.2

Loan receivable from DCM ........................................... 0.6 0.6

Due to AC JV for Fathom Events pro

rammin

........................... (2.3)

(2.0)

Due from Nordic JVs ................................................ 2.7

1.3

Due to Nordic JVs for mana

ement services ............................. (1.4)

(1.1)

Due from SCC related to the

oint venture ............................... 0.5

1.4

Due to U.S. theatre partnerships ........................................ (0.6)

(0.7)

Year Ended

(In millions)

Consolidated Statements

of Operations

December 31,

2023

December 31,

2022

December 31,

2021

DCM screen advertisin

revenues ........... Other revenues $ 18.8 $ 17.0 $ 7.8

DCDC content deliver

services ............ Operatin

expense 1.4 1.0 1.1

DCIP equipment rental expense .............

Operating expense

—

0.2

Gross exhibition cost on AC JV Fathom

Events pro

rammin

......................

Film exhibition costs

17.5 11.6 10.4

Screenvision screen advertising revenues ..... Other revenues

8.7 6.9 4.6

NOTE 7—SUPPLEMENTAL BALANCE SHEET INFORMATION

Other assets and liabilities consist of the following:

(In millions) December 31, 2023 December 31, 2022

Other current assets:

Income taxes receivable ....................................... $ 1.5 $ 1.0

Prepaids .................................................... 32.5 28.8

Merchandise inventor

........................................ 39.5 36.4

Othe

....................................................... 14.5 14.9

$ 88.0 $ 81.1

Other lon

-term assets:

Investments in real estate ...................................... $ 3.6 $ 6.5

Deferred financin

costs revolvin

credit facilit

................... 0.7 3.1

Investments in equit

method investees ........................... 56.4 69.6

Computer software ........................................... 76.6 74.2

Investment in common stoc

................................... 10.4 11.3

Pension asse

................................................ 17.2 16.6

Investment in H

croft common stock

(1)

.......................... 5.8 12.5

Investment in H

croft warrants

(1)

............................... 3.3 9.2

Othe

....................................................... 21.8 19.1

$ 195.8 $ 222.1

Accrued expenses and other liabilities:

Taxes other than income ....................................... $ 76.4 $ 77.6

Interes

..................................................... 50.3 53.0

roll and vacation .......................................... 50.4 45.8

Current portion of casualt

claims and premiums................... 9.3 11.9

Accrued bonus ............................................... 56.7 57.6

Accrued licensin

and variable ren

.............................. 24.6 23.7

Current portion of pension .................................... . 0.1 0.7

Group insurance reserve ....................................... 3.4 4.2

Accrued tax pa

able .......................................... 1.7 4.9

Othe

....................................................... 77.9 84.9

$ 350.8 $ 364.3

Other lon

-term liabilities:

Pension .................................................... $ 33.3 $ 30.1

Casualt

claims and premiums .................................. 13.5 19.8

Contin

encies ............................................... 18.7 15.9

Othe

....................................................... 37.2 39.3

$ 102.7 $ 105.1

(1) The equity method investment in Hycroft and related warrants are measured at fair value. See Note 6—

Investments and Note 12—Fair Value Measurements for further information regarding the investment in

Hycroft.

100

NOTE 8—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:

(In millions) December 31, 2023 December 31, 2022

First Lien Secured Debt:

Senior Secured Credit Facility-Term Loan due 2026 (8.474% as

of Decembe

31, 2023 and 7.274% as of Decembe

31, 2022)................. $ 1,905.0 $ 1,925.0

12.75% Odeon Senior Secured Notes due 2027............................. 400.0 400.0

7.5% First Lien Notes due 2029 ......................................... 950.0 950.0

econd Lien Secured Debt:

10%/12% Cash/PIK To

le Second Lien Subordinated Notes due 2026 ........ 968.9 1,389.8

ubordinated Debt:

6.375% Senior Subordinated Notes due 2024 (£4.0 million par value as of

Decembe

31, 2023) ................................................... 5.1 4.8

5.75% Senior Subordinated Notes due 2025 ............................... 98.3 98.3

5.875% Senior Subordinated Notes due 2026 .............................. 51.5 55.6

6.125% Senior Subordinated Notes due 2027 .............................. 125.5 125.5

Total principal amount of corporate borrowin

s............................... $ 4,504.3 $ 4,949.0

Finance lease liabilities ................................................ 55.4 58.8

Deferred financin

costs ............................................... (31.1) (37.9)

et premium

(1) .............................................................

104.2 229.7

Total carr

value of corporate borrowin

s and finance lease liabilities. . . . . ..... $ 4,632.8 $ 5,199.6

Less:

Current maturities of corporate borrowin

s................................ (25.1) (20.0)

Current maturities of finance lease liabilities . . . . . . . . . . . .................... (5.4) (5.5)

Total noncurrent carrying value of corporate borrowings and finance

lease liabilities . . . . . . . ................................................... $ 4,602.3 $ 5,174.1

(1) The following table provides the net premium (discount) amounts of corporate borrowings:

December 31, December 31,

(In millions) 2023 2022

10%/12% Cash/PIK To

le Second Lien Subordinated Notes due 2026.......... $ 133.9

$265.5

Senior Secured Credit Facilit

-Term Loan due 2026.......................... (3.3)

(4.8)

12.75% Odeon Senior Secured Notes due 2027.............................. (26.4)

(31.1)

6.375% Senior Subordinated Notes due 2024................................

—

0.1

et premium ........................................................... $ 104.2

$229.7

101

The following table provides the principal payments required and maturities of corporate borrowings as of

December 31, 2023:

Principal

Amount of

Corporate

(In millions) Borrowings

2024 ............................................................................ 25.1

2025 ............................................................................ 118.3

2026 ............................................................................ 2,885.4

2027 ............................................................................ 525.5

2028 ............................................................................

—

Thereafte

........................................................................ 950.0

Total ............................................................................ $ 4,504.3

Senior Secured Credit Facilities. The Company is party to that certain Credit Agreement, dated as of April 30,

2013 (as amended by that certain First Amendment to Credit Agreement, dated as of December 11, 2015, that certain

Second Amendment to Credit Agreement, dated as of November 8, 2016, that certain Third Amendment to Credit

Agreement, dated as of May 9, 2017, that certain Fourth Amendment to Credit Agreement, dated as of June 13, 2017,

that certain Fifth Amendment to Credit Agreement, dated as of August 14, 2018, that certain Sixth Amendment to Credit

Agreement, dated as of April 22, 2019, that certain Seventh Amendment to Credit Agreement, dated as of April 23,

2020, that certain Eighth Amendment to Credit Agreement, dated as of July 31, 2020, that certain Ninth Amendment to

Credit Agreement, dated as of March 8, 2021, that certain Tenth Amendment to Credit Agreement, also dated as of

March 8, 2021, that certain Eleventh Amendment to Credit Agreement, dated as of December 20, 2021 (the “Eleventh

Amendment”), that certain Twelfth Amendment to Credit Agreement, dated as of January 25, 2023 (the “Twelfth

Amendment”), and that certain Thirteenth Amendment to Credit Agreement, dated as of June 23, 2023 (the “Thirteenth

Amendment”) the “Credit Agreement”), with the issuing banks and lenders from time to time party thereto and

Wilmington Savings Fund Society, FSB, as administrative agent (as successor to Citicorp North America, Inc.,

the “Administrative Agent”), pursuant to which the lenders have agreed to provide the Senior Secured Term Loans (as

defined below) and the Senior Secured Revolving Credit Facility (as defined below). The Senior Secured Credit

Facilities (as defined below) are provided by a syndicate of banks and other financial institutions.

On June 23, 2023, the Company and Wilmington Savings Fund Society, FSB, as administrative agent, entered

into the Thirteenth Amendment, pursuant to which LIBOR, the benchmark rate upon which certain loans, commitments

and/or other extensions of credit under the Credit Agreement incur interest, fees or other amounts, was replaced with

Term SOFR, a benchmark rate reported by the CME Group Benchmark Administration Limited that is based on the

secured overnight financing rate. Term SOFR under the Credit Agreement is subject to a credit spread adjustment equal

to 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month, three-

months, or six-months or longer, respectively. The Thirteenth Amendment became effective at 5:00 p.m. (New York

time) on June 30, 2023.

The Company elected to apply the optional expedients allowed under ASC 848 regarding the discontinuation

of LIBOR and reference rate reform. Pursuant to ASC 848, the Thirteenth Amendment was determined to be an

insubstantial modification.

On March 8, 2021, the Company entered into the Ninth Amendment to Credit Agreement (the “Ninth

Amendment”), with the requisite revolving lenders party thereto and the Administrative Agent, pursuant to which the

requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to

the Senior Secured Revolving Credit Facility under the Credit Agreement (the “Covenant Suspension Period”) from a

period ending March 31, 2021, to a period ending on March 31, 2022, which was extended by the Eleventh Amendment

to a period ending on March 31, 2023, which was further extended by the Twelfth Amendment to a period ending on

March 31, 2024 (the Covenant Suspension Period as so extended, the “Extended Covenant Suspension Period”). During

the Extended Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to,

(i) make certain restricted payments, (ii) subject to certain exceptions, incur any indebtedness for borrowed money that

is pari passu or senior in right of payment or security with the Revolving Loans (as defined in the Credit Agreement) or

(iii) make any investment in or otherwise dispose of any assets to any subsidiary of the Company that is not a Loan Party

(as defined in the Credit Agreement) to facilitate a new financing incurred by a subsidiary of the Company. In addition,

102

as an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i) a minimum liquidity

test of $100 million, (ii) an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii) additional

reporting obligations. In addition, on March 8, 2021 the Company entered into the Tenth Amendment to the Credit

Agreement (the “Tenth Amendment”), pursuant to which the Company agreed not to consent to certain modifications to

the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders

party to the Tenth Amendment. The current maturity date of the Senior Secured Revolving Credit Facility is April 22,

2024 and we currently do not expect to extend such maturity or replace the Senior Secured Revolving Facility upon such

maturity.

On July 31, 2020, the Company entered into the Eighth Amendment to Credit Agreement (the “Eighth

Amendment”) with Citicorp North America, Inc., as the administrative agent, pursuant to which certain restrictive

provisions, including modifications to the covenants limiting indebtedness, liens, investments, asset sales and restricted

payments, were added to the Credit Agreement to ensure that the terms and conditions of the First Lien Notes due 2026,

the Convertible Notes due 2026 and the Second Lien Notes due 2026 (subject to certain exceptions) are not materially

more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when

taken as a whole) are to the lenders thereunder.

On April 23, 2020, the Company entered into the Seventh Amendment to Credit Agreement (the “Seventh

Amendment”) with the requisite revolving lenders party thereto and Citicorp North America, Inc., as administrative

agent, pursuant to which the requisite revolving lenders party thereto agreed to suspend the financial covenant applicable

to the Senior Secured Revolving Credit Facility for the period from and after the effective date of the Seventh

Amendment to and including the earlier of (a) March 31, 2021 and (b) the day immediately preceding the last day of the

Test Period (as defined in the Credit Agreement) during which the Company has delivered a Financial Covenant Election

(as defined in the Credit Agreement) to the Administrative Agent (such period, the “Initial Covenant Suspension

Period”). During the Initial Covenant Suspension Period, the Company will not, and will not permit any of its restricted

subsidiaries to, make certain restricted payments, and such conditions were further amended by the Ninth Amendment.

As an ongoing condition to the suspension of the financial covenant, the Company agreed to a minimum Liquidity (as

defined in the Seventh Amendment) test, which was amended by the Ninth Amendment. In addition, the Seventh

Amendment provides for certain changes to the covenants limiting indebtedness, liens and restricted payments that were

intended to match corresponding restrictions under the 10.5% First Lien Notes due 2025 (the “First Lien Notes due

2025”) and to ensure that the terms and conditions of the First Lien Notes due 2025 (subject to certain exceptions) are

not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit

Agreement (when taken as a whole) are to the lenders thereunder. Pursuant to the terms of the Seventh Amendment,

these more restrictive terms will be operative until the repayment, satisfaction, defeasance or other discharge of the

obligations under the First Lien Notes due 2025 or an effective amendment of, other consent or waiver with respect to, or

covenant defeasance pursuant to the Indenture as result of which the covenants limiting indebtedness, liens and restricted

payments thereunder are of no further force or effect. Certain provisions of the Seventh Amendment are amended by the

Ninth Amendment.

On April 22, 2019, the Company entered into the Sixth Amendment to Credit Agreement (the “Sixth

Amendment”) with each lender party thereto and Citicorp North America, Inc., as administrative agent. Pursuant to the

Sixth Amendment, the lenders agreed to provide senior secured financing of $2,225.0 million in aggregate, consisting of

(i) $2,000.0 million in aggregate principal amount of senior secured tranche B loans maturing April 22, 2026

(the “Senior Secured Term Loans”) and (ii) a $225.0 million senior secured revolving credit facility (which is also

available for letters of credit and for swingline borrowings on same-day notice) maturing April 22, 2024 (the “Senior

Secured Revolving Credit Facility” and, together with the Senior Secured Term Loan Loans, the “Senior Secured Credit

Facilities”).

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the

Company’s current and future wholly-owned material U.S. restricted subsidiaries. All obligations under the Credit

Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and

each guarantor, subject to customary exceptions, including:

• a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-

owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S.

subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such non-U.S.

subsidiary), subject to certain exceptions; and

103

• a security interest in substantially all other tangible and intangible assets of the Company and each

guarantor, subject to certain exceptions.

The Credit Agreement will require the Company to prepay outstanding term loans, subject to certain

exceptions, with:

• 50% (which percentage will be reduced to 0% if the Company attains a certain secured net leverage ratio) of

the Company’s annual excess cash flow;

• 100% of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted

subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the

right to reinvest 100% of such proceeds, subject to certain qualifications; and

• 100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted

subsidiaries, other than certain debt permitted under the Credit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal payments on the

Senior Secured Term Loan. The Company may voluntarily repay outstanding loans under the Senior Secured Credit

Facilities at any time without premium or penalty, except for customary “breakage” costs with respect to SOFR loans

under the Senior Secured Credit Facilities.

The Senior Secured Term Loans bear interest at a rate per annum equal to, at the Company’s option, either

(1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal

Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) 1.00% per

annum plus Adjusted Term SOFR (as defined below) for a 1-month tenor or (2) Term SOFR plus a credit spread

adjustment of 0.11448% per annum, 0.26161% per annum, and 0.42826% per annum for interest periods of one-month,

three months, or six-months or longer, respectively (“Adjusted Term SOFR”) plus (x) in the case of the Senior Secured

Term Loans, 2.0% for base rate loans or 3.0% for SOFR loans or (y) in the case of the Senior Secured Revolving Credit

Facility, an applicable margin based on the Secured Leverage Ratio (as defined in the Credit Agreement). The rate in

effect for the outstanding Senior Secured Term Loan due 2026 was 8.47% per annum at December 31, 2023, and 7.27%

per annum at December 31, 2022.

The Credit Agreement contains other customary terms, including (1) representations, warranties and

affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers and

acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with

affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.

The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance

with certain financial ratios. In addition, the Senior Secured Revolving Credit Facility includes a financial covenant that

requires, in certain circumstances, compliance with a certain secured leverage ratio. As of December 31, 2023, the Company

was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.

First Lien Notes Due 2029. On February 14, 2022, the Company issued $950.0 million aggregate principal

amount of its 7.5% First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”), pursuant to an indenture,

dated as of February 14, 2022, among the Company, the guarantors named therein and U.S. Bank Trust Company,

National Association, as trustee and collateral agent. The Company used the net proceeds from the sale of the notes, and

cash on hand, to fund the full redemption of the then outstanding $500 million aggregate principal amount of the

Company’s 10.5% First Lien Notes due 2025 (“First Lien Notes due 2025”), the then outstanding $300 million aggregate

principal amount of the Company’s 10.5% First Lien Notes due 2026 (“First Lien Notes due 2026”), and the then

outstanding $73.5 million aggregate principal amount of the Company’s 15%/17% Cash/PIK Toggle First Lien Secured

Notes due 2026 (“First Lien Toggle Notes due 2026”) and to pay related accrued interest, fees, costs, premiums and

expenses. The Company recorded a loss on debt extinguishment related to this transaction $135.0 million in other

expense during the year ended December 31, 2022. The deferred charges will be amortized to interest expense over the

term of the First Lien Notes due 2029 using the effective interest method.

104

The First Lien Notes due 2029 bear cash interest at a rate of 7.5% per annum payable semi-annually in arrears

on February 15 and August 15, beginning on August 15, 2022. The First Lien Notes due 2029 have not been registered

under the Securities Act, as amended, and will mature on February 15, 2029. The Company may redeem some or all of

the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750%

for the twelve-month period beginning on February 15, 2025; (ii) 101.875% for the twelve-month period beginning on

February 15, 2026, and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest. In addition, the Company

may redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2029 using net proceeds from

certain equity offerings completed prior to February 15, 2025 at a redemption price equal to 107.5% of their aggregate

principal amount and accrued and unpaid interest to, but not including the date of redemption. The Company may

redeem some or all of the First Lien Notes due 2029 at any time prior to February 15, 2025 at a redemption price equal

to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of

redemption, plus an applicable make-whole premium. Upon a Change of Control (as defined in the indenture governing

the First Lien Notes due 2029), the Company must offer to purchase the First Lien Notes due 2029 at a purchase price

equal to 101% of the principal amounts, plus accrued and unpaid interest.

The First Lien Notes due 2029 are general senior secured obligations of the Company and are fully and

unconditionally guaranteed on a joint and several senior secured basis by all of the Company’s existing and future

subsidiaries that guarantee the Company’s other indebtedness, including the Company’s Senior Secured Credit Facilities.

The First Lien Notes due 2029 are secured, on a pari passu basis with the Senior Secured Credit Facilities, on a first-

priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure

obligations under the Senior Secured Credit Facilities including pledges of capital stock of certain of the Company’s and

the guarantor’s wholly-owned material subsidiaries (but limited to 65% of the voting stock of any foreign subsidiary),

subject to certain thresholds, exceptions and permitted liens.

The indentures governing the First Lien Notes due 2029 contain covenants that restrict the ability of the

Company to, among other things: (i) incur additional indebtedness, including additional senior indebtedness; (ii) pay

dividends on or make other distributions in respect of its capital stock; (iii) purchase or redeem capital stock or prepay

subordinated debt or other junior securities (iv) create liens ranking pari passu in right of payment with or subordinated

in right of payment to First Lien Notes due 2029; (v) enter into certain transactions with its affiliates; and (vi) merge or

consolidate with other companies or transfer all or substantially all of their respective assets. These covenants are subject

to a number of important limitations and exceptions. The indentures governing the First Lien Notes due 2029 also

provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary

obligations on all the then outstanding notes to be due and payable immediately.

Odeon Senior Secured Notes due 2027. On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon

Cinemas Group Limited (“OCGL”) and an indirect subsidiary of Holdings issued $400.0 million aggregate principal

amount of its 12.75% Odeon Senior Secured Notes due 2027 (“Odeon Notes due 2027”), at an issue price of 92.00%.

The Odeon Notes due 2027 bear a cash interest rate of 12.75% per annum and will be payable semi-annually in arrears

on May 1 and November 1, beginning on May 1, 2023. The Odeon Notes due 2027 are guaranteed on a senior secured

basis by certain subsidiaries of Odeon and by Holdings on a standalone and unsecured basis. The Odeon Notes due 2027

contain covenants that limit Odeon and certain subsidiaries’ ability to, among other things: (i) incur additional

indebtedness of guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other

distributions to stockholders; (iv) make investments; (v) enter into transactions with affiliates; (vi) consolidate, merge,

sell or otherwise dispose of all or substantially all of their respective assets; and (vii) impair the security interest in the

collateral. These covenants are subject to several important limitations and exceptions. The Company used the

$363.0 million net proceeds from the Odeon Notes due 2027 and $146.7 million of existing cash to fund the repayment

in full of the £147.6 million and €312.2 million ($167.7 million and $308.9 million, respectively using October 20, 2022

exchange rates) aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees,

costs, premiums and expenses. The Company recorded a loss on debt extinguishment related to this transaction of

$36.5 million in other expense during the year ended December 31, 2022.

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Prior to November 1, 2024, up to 35% of the original aggregate principal amount of the Odeon Notes due 2027

may be redeemed at a price of 112.75% of the principal thereof with the net proceeds of one or more certain equity

offerings provided that the redemption occurs with the 120 days after the closing of such equity offerings. On or after

November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to

(i) 106.375% for the twelve-month period beginning on November 1, 2024; (ii) 103.188% for the twelve-month period

beginning on November 1, 2025, and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest, if any. If the

Company or its restricted subsidiaries sell assets under certain circumstances, the Company will be required to use the

net proceeds to repay the Odeon Notes due 2027 or any additional First Lien Obligations at a price no less than 100% of

the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any. Upon a Change of Control (as

defined in the indenture governing the Odeon Notes due 2027), the Company must offer to purchase the Odeon Notes

due 2027 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. On

December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange

(“TISE”). The Odeon Notes due 2027 will automatically delist from TISE on the business day following the maturity

date of November 1, 2027, unless adequate notice is given together with supporting documents setting out any changes

to the date of maturity or confirmation that the Odeon Notes due 2027 have not been fully repaid.

Second Lien Notes due 2026. In connection with the Exchange Offers on July 31, 2020, the Company issued

$1,462.3 million aggregate principal amount of the new Second Lien Notes due 2026 in exchange for the Existing

Subordinated Notes. The Second Lien Notes due 2026 were issued pursuant to an indenture, dated as of July 31, 2020,

among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent. The

Company has reflected a premium of $535.1 million on the Second Lien Notes due 2026 as the difference between the

principal balance of the Second Lien Notes due 2026 and the $1,997.4 million carrying value of the Existing

Subordinated Notes exchanged. The premium will be amortized to interest expense over the term of the Second Lien

Notes due 2026 using the effective interest method.

In connection with the Exchange Offers and the First Lien Notes due 2026, the Company issued shares of

Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance

of $200 million of the First Lien Notes due 2026. Pursuant to the Backstop Commitment Agreement dated July 10, 2020,

certain of the actual or beneficial holders of Existing Subordinated Notes agreed to purchase 100% of the First Lien

Notes due 2026 that were not subscribed for in connection with the $200 million rights offering to holders of the

Existing Subordinated Notes participating in the Exchange Offers. Those providing a backstop commitment pursuant to

the Backstop Commitment Agreement received shares of Common Stock worth $20.2 million. The share issuance was

recorded by the Company in stockholders’ deficit with an offset in corporate borrowings as a discount. The discount will

be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.

The Second Lien Notes due 2026 bear cash interest at a rate of 10% per annum payable semi-annually in arrears

on June 15 and December 15, beginning on December 15, 2020. Subject to the limitation in the next succeeding

sentence, interest for the first three interest periods after the issue date may, at the Company’s option, be paid in PIK

interest at a rate of 12% per annum. For the first interest period ending December 15, 2020 and the second interest period

ending June 15, 2021, the Company elected to pay in PIK interest. For the third interest period ending December 15,

2021, the Company paid cash interest with respect to the third interest period. For all interest periods after the first three

interest periods, interest will be payable solely in cash at a rate of 10% per annum.

The Second Lien Notes due 2026 were redeemable at the Company’s option prior to June 15, 2023, at a

redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest, plus an applicable

make-whole premium. On or after June 15, 2023, the Second Lien Notes due 2026 are redeemable, in whole or in part, at

a redemption price equal to (i) 106.0% for the twelve-month period beginning on June 15, 2023; (ii) 103.0% for the

twelve-month period beginning on June 15, 2024 and (iii) 100.0% at any time thereafter, plus accrued and unpaid

interest. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be

required to apply the net proceeds to redeem the Second Lien Notes due 2026 at a price equal to 100% of the issue price

of the Second Lien Notes due 2026, plus accrued and unpaid interest to, but excluding the redemption date. Upon a

Change of Control (as defined in the indenture governing the Second Lien Notes due 2026), the Company must offer to

purchase the Second Lien Notes due 2026 at a purchase price equal to 101% of the principal amount, plus accrued and

unpaid interest. The Second Lien Notes due 2026 have not been registered under the Securities Act, as amended and will

mature on June 15, 2026.

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The Second Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each

of the Company’s subsidiaries that currently guarantee its obligations under the Company’s Senior Secured Credit

Facilities. The Second Lien Notes due 2026 are secured on a second-priority basis by substantially all of the tangible and

intangible assets owned by the Company and the guarantor subsidiaries that secure obligations under the Senior Secured

Credit Facilities (“Collateral”). The Second Lien Notes due 2026 are subordinated in right of payment to all indebtedness

of the Company that is secured by a first-priority lien on the Collateral.

The indenture governing the Second Lien Notes due 2026 contains covenants that restrict the ability of the

Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in

respect of its capital stock or make other restricted payments; make certain investments; or transfer certain assets; create

liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets;

enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its subsidiaries to

pay dividends or make other payments to the Company. The Second Lien Notes due 2026 Indenture also contains certain

affirmative covenants and events of default.