AMC Entertainment Holdings, Inc.

2022 Annual Report to Stockholders

On the following pages you will find our Form 10-K for the fiscal year ended December 31, 2022, but excluding

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

2023. This Annual Report to Stockholders does not include the contents of the Form 10-K/A (Amendment No. 1)

filed with the Securities and Exchange Commission on April 28, 2023, because the information contained in

such Form 10-K/A is included in the proxy statement for the Company’s 2023 Annual Meeting of Stockholders

which was made available to stockholders concurrently with this document.

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, 2022

☐

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

AMC Preferred Equity Units, each constituting a depositary share representing a 1/100th

interest in a share of Series A Convertible Participating Preferred Stoc

APE 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, 2022, computed by reference to

the price at which the registrant’s Class A common stock was last sold on the New York Stock Exchange on such date was $7,002,919,062 (516,820,595 shares at a

closing price per share of $13.55).

Shares of Class A common stock outstanding—517,580,416 shares at February 22, 2023

Shares of AMC Preferred Equity Units outstanding, each representing participating voting and economic rights in the equivalent of one (1) share of Class A

common stock —929,849,612 shares at February 22, 2023

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement, in connection with its 2022 annual meeting of stockholders, to be filed within 120 days of

December 31, 2022, 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, 2022

INDEX

Page

PART I

Item 1.

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

Item 1A.

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

Item 1B.

Unresolved Staff Comments ........................................................... 38

Item 2.

Properties .......................................................................... 39

Item 3.

Legal Proceedings ................................................................... 39

Item 4.

Mine Safety Disclosures .............................................................. 39

PART II

Item 5.

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

Equity Securities .................................................................... 40

Item 6.

[Reserved] .......................................................................... 44

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations ......... 44

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk . . . ............................... 79

Item 8.

Financial Statements and Supplementary Data ............................................. 81

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ........ 155

Item 9A.

Controls and Procedures ............................................................... 155

Item 9B.

Other Information .................................................................... 155

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ........................... 156

PART III

Item 10.

Directors, Executive Officers and Corporate Governance . . . . . . . ............................. 157

Item 11.

Executive Compensation ............................................................... 157

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters ............................................................................ 157

Item 13.

Certain Relationships and Related Transactions, and Director Independence .................... 157

Item 14.

Principal Accountant Fees and Services .................................................. 157

PART IV

Item 15.

Exhibits, Financial Statement Schedules .................................................. 158

Item 16

Form 10-K Summary .................................................................. 167

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 the impact of COVID-

19, 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 to comply with minimum liquidity and financial requirements under our debt covenants

related to borrowings pursuant to 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), 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

significantly from 2022 levels to levels in line with pre-COVID-19 operating revenues. Domestic industry

box office grosses increased significantly to approximately $7.5 billion during the twelve months ended

December 31, 2022 compared to approximately $4.5 billion during the twelve months ended December 31,

2021. For the twelve months ended December 31, 2019 the domestic industry box office was $11.4 billion.

The Company believes the anticipated volume of titles available for theatrical release and the anticipated

broad appeal of many of those titles will support increased operating revenues and attendance levels.

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

levels, including changes to movie studios release schedules and direct to streaming or other changing

movie studio practices. If we are unable to achieve significantly increased levels of attendance and

operating revenues, we may 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 Common Stock, AMC

Preferred Equity Units, and other securities would likely suffer a total loss of their investment;

• the ongoing impact of COVID-19 to operations at our theatres, personnel reductions and other cost-cutting

measures and measures to maintain necessary liquidity and increases in expenses relating to precautionary

measures at our facilities to protect the health and well-being of our customers and employees;

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

entertainment;

• 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;

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

platforms on the same date, and the theatrical release of fewer movies;

• 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 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;

• risks relating to motion picture production and performance;

• 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;

• 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, including the Series A Convertible Participating Preferred Stock

(represented by AMC Preferred Equity Units), could dilute the voting power of the common stockholders

and adversely affect the market value of our Common Stock and AMC Preferred Equity Units;

• limitations on the authorized number of Common Stock shares prevents us from raising additional capital

through common stock issuances;

• 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;

• impact of the elimination of the calculation of USD LIBOR rates on our contracts indexed to USD LIBOR;

• 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 and AMC Preferred Equity

Units, including the implications of the proposed conversion of the Series A Convertible Participating

Preferred Stock (which are represented by AMC Preferred Equity Units) to Common Stock, if approved,

could adversely affect the market price of the Common Stock and AMC Preferred Equity Units;

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

volatile and such volatility may also apply to our AMC Preferred Equity Units, and purchasers of our

securities could incur substantial losses;

• future offerings of debt, which would be senior to our Common Stock and AMC Preferred Equity Units for

purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock

and AMC Preferred Equity Units;

• failure to receive the requisite approval necessary from our stockholders at our Special Meeting (as defined

herein) to approve the Charter Amendment Proposals (as defined in Note 16—Subsequent Events in the

Notes to the Consolidated Financial Statements under Part II, Item 8 thereof);

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

the conflict between Russia and Ukraine and that Sweden and Finland (countries where we operate

approximately 100 theatres) signed the accessions protocols on July 5, 2022. If completed, the accession

could cause a deterioration in the relationship each country has with Russia;

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

widespread health emergencies, such as COVID-19 or other pandemics or epidemics, causing people to

avoid our theatres or other public places where large crowds are in attendance;

• anti-takeover protections in our 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 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 1A. “Risk Factors” and

Item 1. “Business” 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.

COVID-19 Impact, Company Response and Change in Business Strategy

The North American and International industry box offices have been significantly impacted by the COVID-19

pandemic. The COVID-19 pandemic resulted in the suspension of new movie production, studios postponed new film

releases or moved them to the home video market, streaming, or premium video on demand (“PVOD”) platforms.

The number of previously delayed major movie title releases increased significantly in the second half of 2021,

however the production backlog, due to the COVID-19 pandemic, resulted in significantly fewer wide releases during

2022. A more robust slate of major movie releases is expected during 2023, which has generated optimism that box

office revenues and attendance levels will continue to improve from what we experienced in 2022. The box office

performance in 2022 was also impacted by the direct or simultaneous release of movie titles to the home video or

streaming markets in lieu of theatre exhibition, however this practice has diminished and we believe will have a smaller

impact on the box office performance and attendance levels of our business in 2023.

As of December 31, 2022, we had cash and cash equivalents of approximately $631.5 million. In response to

the COVID-19 pandemic, we adjusted certain elements of our business strategy and took significant steps to preserve

cash. We are continuing to take significant measures to further strengthen our financial position and enhance our

operations, by eliminating non-essential costs, including reductions to our variable costs and elements of our fixed cost

structure, introducing new initiatives, and optimizing our theatrical footprint.

Additionally, we enhanced liquidity through debt issuances, debt refinancing that extended maturities,

purchases of debt below par value, and equity sales. See Note 8—Corporate Borrowings and Finance Lease Liabilities,

Note 9—Stockholders’ Equity, 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, satisfy our obligations, including cash outflows to repay rent amounts that were

deferred during the COVID-19 pandemic and planned capital expenditures, and comply with minimum liquidity and

financial covenant requirements under our debt covenants related to borrowings pursuant to the Senior Secured

Revolving Credit Facility for at least the next twelve months. In order to achieve net positive operating cash flows and

long-term profitability, we believe that operating revenues will need to increase significantly from 2021 and 2022 levels

to levels in line with pre-COVID-19 operating revenues. We believe the anticipated volume of titles available for

theatrical release, and the anticipated broad appeal of many of those titles will support increased operating revenues and

attendance levels. We believe that recent operating revenues and attendance levels are positive signs of continued

demand for the moviegoing experience. Total revenues for the years ended December 31, 2022, 2021, and 2020 were

$3.9 billion, $2.5 billion, and $1.2 billion, respectively, compared to $5.5 billion for the year ended December 31, 2019.

For the years ended December 31, 2022, 2021, 2020, attendance was 201.0 million patrons, 128.5 million patrons, and

75.2 million patrons, respectively, compared to 356.4 million patrons for the year ended December 31, 2019. Moreover,

it is difficult to predict future operating revenues and attendance levels and there remain significant risks that may

negatively impact operating revenues and attendance, including movie studios release schedules, the production and

theatrical release of fewer films compared to levels before the onset of the COVID-19 pandemic, and direct-to-streaming

or other changing movie studio practices.

We currently estimate that our existing cash and cash equivalents will be sufficient to comply with minimum

liquidity and financial covenant requirements under our debt covenants related to borrowings pursuant to the Senior

Secured Revolving Credit Facility, currently and through the next twelve months. Pursuant to the 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), 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

(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) through March 31, 2024. The current maturity date of the Senior Secured

Revolving Credit Facility is April 22, 2024; since the financial covenant applicable to the Senior Secured Revolving

Credit Facility is tested as of the last day of any fiscal quarter for which financial statements have been (or were required

to have been) delivered, the financial covenant has been effectively suspended through maturity of the Senior Secured

Revolving Credit Facility. As of December 31, 2022 we were subject to a minimum liquidity requirement of $100

million as a condition to the financial covenant suspension period under the Credit Agreement.

The 11.25% Odeon Term Loan due 2023 (“Odeon Term Loan Facility”) was to mature on August 19, 2023

during the third fiscal quarter of the Company’s next calendar year. On October 20, 2022 we completely repaid the

Odeon Term Loan Facility using existing cash and $363.0 million net proceeds from the issuance of new 12.75% Odeon

Senior Secured Notes due 2027 (“Odeon Notes due 2027”).

We actively seek and 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 (including AMC Preferred Equity Units) 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. During the year ended December 31, 2022, we 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). These 2022 repurchases included a purchase of $15.0 million aggregate principal of the Second Lien Notes

due 2026 from Antara Capital LP (“Antara”), which subsequently became a related party on February 7, 2023, for $5.9

million and a gain on extinguishment of $12.0 million.

Additionally, during the year ended December 31, 2022 we 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 in the Notes to the Consolidated Financial Statements under Part II, Item 8

thereof, for more information.

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. As

a result, deferred lease amounts were approximately $157.2 million as of December 31, 2022. Including repayments of

deferred lease amounts, our cash expenditures for rent increased significantly during the year ended December 31, 2022

compared to December 31, 2021. See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part

II, Item 8 in this Form 10-K for a summary of the estimated future repayment terms for the deferred lease amounts due

to COVID-19, and also a summary of the estimated future repayment terms for the minimum operating lease and finance

lease amounts.

It is very 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 significantly increased

levels of operating revenue, the estimates of amounts of required liquidity vary significantly. In order to achieve net

positive operating cash flows and long-term profitability, we believe that operating revenues will need to increase

significantly to levels in line with pre-COVID-19 operating revenues. Our current cash burn rates are not sustainable.

Further, we cannot accurately predict what future changes may occur to the supply or release date of movie titles

available for theatrical exhibition. Nor can we know with certainty the impact on consumer movie-going behavior of

studios who release movies to theatrical exhibition and their streaming platforms on the same date, or the potential

operating revenue and impact on attendance related to other studio decisions to accelerate in-home availability of their

theatrical movies. Studio negotiations regarding evolving theatrical release models and film licensing terms are ongoing.

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 and success of individual titles. 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 these financial statements on terms acceptable to us or at all. If we are unable to maintain or renegotiate

our minimum liquidity covenant requirements, it could have a significant adverse effect on our business, financial

condition and operating results.

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

of Part II thereof for additional information.

We realized $1.2 billion of cancellation of debt income (“CODI”) in connection with our 2020 debt

restructuring. As a result, $1.2 billion of our federal net operating losses were eliminated due to tax attribute reduction to

offset the CODI. The loss of these attributes may adversely affect our cash flows and therefore our ability to service our

indebtedness.

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. Prior to 2016, we primarily operated in the United States. Our international operations are largely a result of our

acquisition of Odeon and UCI Cinemas Holdings Limited (“Odeon”) in November of 2016 and Nordic Cinema Group

Holding AB (“Nordic”) in March of 2017.

Today, AMC is the largest theatre operator in the world. As of December 31, 2022, we owned, leased or

operated 940 theatres and 10,474 screens in 12 countries, including 586 theatres with a total of 7,648 screens in the

United States and 354 theatres and 2,826 screens in European markets and Saudi Arabia. On January 24, 2023, we sold

our investment in 13 theatres and 85 screens in Saudi Arabia, see Note 16—Subsequent Events in the Notes to the

Consolidated Financial Statements under Part II, Item 8 thereof, for further information. During the year ended

December 31, 2021, we sold the remaining 51% equity interest in Estonia and Lithuania. As of December 31, 2022, 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, 2022.

As of December 31, 2022, 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. As of December 31, 2022, we operated some of the most productive

theatres in the top markets in the United States and were the market leader in the top two markets: New York and Los

Angeles. As of December 31, 2022, our top five markets, in each of which we held the #1 share position, are Los

Angeles, New York, Chicago, Atlanta and Washington, D.C., according to data provided by Comscore.

As of December 31, 2022, in the International markets, we owned, leased or operated theatres in 10 European

countries and in Saudi Arabia through Saudi Cinema Company, LLC, our joint venture with Saudi Entertainment

Ventures. On January 24, 2023, we sold our investment in Saudi Cinema Company, LLC, see Note 16—Subsequent

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

of these 11 countries, we operate productive assets in each of the country’s capitals. Due to the population density in

Europe, prior to the effects of COVID-19 pandemic, each screen served on average twice the population of a U.S. screen

in a less populated market.

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

of December 31, 2022:

U.S. Markets

Theatres(1) Screens(1)

Alabama ................................................................................. 18 229

Arizona .................................................................................. 12 197

Arkansas ................................................................................. 4 45

California ................................................................................ 60 800

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

Connecticu

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

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

Florida .................................................................................. 40 612

Georgia .................................................................................. 30 378

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

Illinois .................................................................................. 47 578

Indiana .................................................................................. 23 301

Iowa .................................................................................... 5 71

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

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

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

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

Massachusetts ............................................................................. 10 142

Michigan ................................................................................ 11 172

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

Missouri ................................................................................. 11 132

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

ebraska ................................................................................. 2 21

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

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

ew Jersey ............................................................................... 25 322

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

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

orth Carolina ............................................................................ 22 293

orth Dakota ............................................................................. 2 19

Ohio .................................................................................... 14 176

Oklahoma ................................................................................ 13 153

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

Pennsylvania .............................................................................. 27 308

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

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

Tennessee ................................................................................ 19 235

Texas ................................................................................... 43 621

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

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

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

West Virginia ............................................................................. 2 20

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

District of Columbia ........................................................................ 1 14

Total U.S. Markets ...................................................................... 586 7,648

International Markets

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

Finlan

.................................................................................. 29 170

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

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

Italy .................................................................................... 41 419

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

Portugal ................................................................................. 3 44

Saudi Arabia (2) ........................................................................... 13 85

Spain ................................................................................... 37 438

Sweden .................................................................................. 74 407

United Kingdom ........................................................................... 110 886

Total International Markets ................................................................ 354 2,826

Total ................................................................................ 940 10,474

(1) Included in the above table are 75 theatres and 400 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 five theatres and

61 screens. In the International markets segment, we manage or have a partial interest in 70 theatres and

339 screens.

(2) On January 24, 2023, we sold our investment in 13 theatres and 85 screens in Saudi Arabia. See Note 16—

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

further information.

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 made-to-order meals, customized coffee, healthy

snacks, beer, wine, premium cocktails, and dine-in theatre options. The balance of our revenues are generated from

ancillary sources, including on-screen advertising, fees earned from our customer loyalty program, rental of theatre

auditoriums, income from gift card and exchange ticket 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.

As discussed above, the COVID-19 pandemic has had a significant impact on our business. We have taken and

continue to take steps to adapt our business strategy in response to the COVID-19 pandemic, including adjusting our

theatre operating hours in those markets where we are open to align screen availability and associated theatre operating

costs with attendance levels for each theatre. We have also taken and continue to take significant steps to preserve cash

by eliminating non-essential costs. Our capital allocation strategy will be driven by the cash generation of our business

and will be contingent on maintaining adequate liquidity as well as a required return threshold.

Transform AMC into a World-Class Leader in Customer Engagement

AMC engages 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. AMC

serves 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

, 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™ for a flat annual membership fee and a non-paid tier called

AMC Stubs 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 is our monthly subscription-based tier of our AMC 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 already seen movies from $19.95 to $24.95 per month depending upon the geographic market. AMC Stubs

A-

List also includes premium offerings including IMAX

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

PLF brands. AMC Stubs

A-List members can book tickets online in advance and select specific seats at AMC Theatres

with reserved seating.

As of December 31, 2022, we had approximately 28,200,000 member households enrolled in AMC Stubs

A-

List, AMC Stubs Premiere™ and AMC Stubs Insider™ programs on a combined basis. Our AMC Stubs

members

represented approximately 43% of AMC’s U.S. market attendance during the year ended December 31, 2022. 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 the major territories in which we operate.

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

concession items at a later date. We currently have more than 14,400,000 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 AMC shareholders to self-identify through the AMC website and receive AMC special offers and important

Company updates. As part of AIC, domestic members must sign up for an AMC Stubs account, which includes

providing additional personalized data that allows AMC to more precisely engage with our investor consumers. As of

February 23, 2023, there were 923,950 global self-identified AMC shareholder 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 premium large format

(“PLF”) offerings.

Comfort and Convenience Innovations. Recliner seating is the key feature of our theatre renovations. We

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

improve our relevance. These renovations, in conjunction with capital contributions from our landlords, involve

stripping theatres to their basic structure in order to replace finishes throughout, upgrading the sight and sound

experience, installing modernized points of sale and, most importantly, replacing traditional theatre seats with plush,

electric recliners that allow customers to deploy a leg rest and fully recline at the push of a button. Upon reopening a

remodeled theatre, we typically increase the ticket price to reflect the enhanced consumer experience.

As of December 31, 2022, in our U.S. markets, we featured recliner seating in approximately 361 U.S. theatres,

including Dine-in-Theatres, totaling approximately 3,503 screens and representing 45.8% of total U.S. screens. In our

International markets, as of December 31, 2022, we had recliner seating in approximately 96 International theatres,

totaling approximately 621 screens and representing 22.0% of total International screens.

Open-source internet ticketing makes AMC’s entire universe of seats in the U.S. (approximately 1.0 million as

of December 31, 2022), for all our show times, as available as possible, on as many websites and mobile applications as

possible. Our tickets are currently on sale either directly or through mobile apps, at our own website and our mobile apps

and other third-party ticketing vendors. For the year ended December 31, 2022, approximately 66% of our tickets were

purchased online in the U.S., with approximately 81% of total online tickets being purchased through AMC.

Traditional payment sources are evolving rapidly around the globe as the use of cryptocurrencies become more

popular and convenient. In response, during the fourth quarter of 2021, we introduced the ability for consumers to pay

for tickets, food and beverage items and associated gifts cards with cryptocurrencies in the U.S. markets, including

Bitcoin, Ethereum, Litecoin, Dogecoin, Ripple, ShibaInu and Bitcoin Cash. The acceptance of cryptocurrency is

designed to offer guests greater flexibility and convenience. These transactions all settle in U.S. Dollars. We did not hold

any cryptocurrency during the years ended December 31, 2022 and December 31, 2021.

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 are able to order food and beverage items when buying tickets in advance and 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 engage our legal age customers.

As of December 31, 2022, we offer alcohol in approximately 357 AMC theatres in the U.S. markets and 236 theatres in

our International markets and continue to explore expansion globally.

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

scores, and we believe the investment in premium formats 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 offering, AMC Prime.

• IMAX

. IMAX

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

motion picture technologies and presentations.

As of December 31, 2022, AMC was the largest IMAX

exhibitor in the U.S., with 186 (3D enabled)

IMAX

screens and a 55% market share. Each one of our IMAX

local installations is protected by

geographic exclusivity, and as of December 31, 2022, our IMAX

screen count was 96% greater than our

closest competitor. Additionally, as of December 31, 2022, our per-screen grosses were 22% higher than

our closest competition. We also operate 35 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 leading IMAX

exhibitor in the United Kingdom and 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, 2022, we operated 156 Dolby Cinema™ at AMC auditoriums in the U.S and nine

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, 2022, we operated 57

screens under proprietary PLF brand names in the U.S. markets and 83 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, 2022:

U.S. Markets International Markets

Format Theatres Screens Theatres Screens

IMAX® ......................................... 185 186 35 35

Dolby Cinema™ .................................. 156 156 9 9

Other PLF ....................................... 57 57 82 83

Dine-in theatres ................................... 49 684 3 13

Premium seatin

.................................. 361 3,503 96 621

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

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

laser projection from Cinionic 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, a global leader in laser-powered cinema solutions,

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.

3) Expand and Strategically Close Underperforming 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 AMC 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, 2022:

Permanent/Temporary

Closures/(Openings),

New Builds Acquisitions net Total Theatres

Number o

Fiscal Year Theatres Screens Theatres Screens Theatres Screens Theatres Screens

Beginning balance ..................... 1,014 11,169

Calendar 2018 ........................ 11 89 4 39 23 206 1,006 11,091

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

Calendar 2020 ........................ 8 63 1 14 63 575 950 10,543

Calendar 2021 ........................ 10 82 11 140 25 203 946 10,562

Calendar 2022 ........................ 7 51 15 157 28 296 940 10,474

46 370 38 420 158 1,485

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, in the fourth quarter of 2021, we announced we would be expanding 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.

• Beginning in 2023, we will offer prepackaged and ready-to-pop microwaveable AMC Theatres Perfectly

Popcorn, which will become available for purchase in supermarkets and convenience stores around the

country.

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

this way, consumers will be able to enjoy a slice of the AMC experience when being entertained at home.

• “To Go” packages at our theatres of freshly popped popcorn 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 for the Company.

In early 2023, the Company will offer the AMC Entertainment Visa Credit Card. Credit card holders will have

the opportunity to earn additional AMC Stubs reward points when they use their AMC Entertainment Visa Credit Card

at the movies and on everyday purchases.

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 Exhibition industry that leverage AMC’s

footprint and capabilities as well as the core competencies and experiences of AMC’s management team.

Our Competitive Strengths

We believe we have the following competitive strengths:

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

Stubs

loyalty program, we have developed a consumer database of some 28.2 million households, representing

approximately 58 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, 2022, across our

three biggest metropolitan markets in the United States—New York, Los Angeles and Chicago, representing 19% of the

country’s total box office—we held a 44% combined market share. We had 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. 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 as of December 31, 2022. 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, Highly Productive Theatres. Our theatres are generally located in the top retail centers across

the United States. 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, 2022, 8 of the 10 highest grossing theatres in the United States 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 $5.1 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.

AMC Classic 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. AMC has developed a dedicated pricing

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

and profitability.

In June 2018, we launched AMC Stubs

A-List, a subscription pricing structure that offers members three

movies a week, including premium formats, for a monthly fee ranging from $19.95 to $24.95 depending on geographical

location. Around the same time, we launched “Discount Tuesday” which offers AMC Stubs

members a reduced price

for movie attendance on Tuesdays. Prior to the COVID-19 pandemic, the results showed an incremental increase in

attendance and corresponding increase in admissions and food and beverage revenue.

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.

The North American and International industry box office have been significantly impacted by the COVID-19

pandemic. As a result, film distributors have postponed new film theatrical releases and/or shortened or disregarded the

period of theatrical exclusivity (the “window”) and reduced the number of theatrically released motion pictures.

Theatrical releases may continue to be postponed and windows shortened or disregarded while the box office suffers

from COVID-19 impacts. As a result of the reduction in theatrical film releases, we have licensed and exhibited a larger

number of previously released films that have lower film rental terms. We have made adjustments to theatre operating

hours to align screen availability and associated theatre operating costs with attendance levels for each theatre.

As we continue our recovery from the impacts of the COVID-19 pandemic on our business, AMC’s admissions

revenues and attendance levels remain significantly behind pre-pandemic levels. Admissions revenues for the years

ended December 31, 2022 and 2021 were $2.2 billion and $1.4 billion, respectively, compared to $3.3 billion for the

year ended December 31, 2019. For the years ended December 31, 2022 and 2021, attendance was 201.0 million patrons

and 128.5 million patrons, respectively, compared to 356.4 million patrons for the year ended December 31, 2019.

During the year ended December 31, 2022, films licensed from our seven largest movie studio distributors

based on revenues accounted for approximately 88% of our U.S. admissions revenues, which consisted of Universal,

Disney, Paramount, Warner Bros., Sony, 20th Century Studios, and Lionsgate. In Europe, approximately 73% of our box

office revenue came from films attributed to our four largest movie distributor groups; which consisted of Disney,

Universal, Warner Bros, 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.

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.

Our MacGuffins Bar and Lounges (“MacGuffins”) give us an opportunity to engage our legal age customers.

As of December 31, 2022, we offer alcohol in approximately 357 AMC theatres in the U.S. markets and 236 theatres in

our International markets and continue to explore expansion globally.

Theatrical Exhibition Industry and Competition

U.S. markets. In the United States, the movie exhibition business is large and mature. While in any given

calendar quarter the quantity and quality of movies can drive volatile results, box office revenues have generally

advanced from 2011 to 2019. The industry’s best year ever, in terms of revenues, was 2018, with box office revenues of

approximately $11.9 billion, an increase of approximately 7.1% from 2017, with 1.3 billion admissions in the U.S. and

Canada.

We believe it is the quality of the movie-going experience that will define 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 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 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 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

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

2013 .............................................................. 10,920 1,340 8.15

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 2022.

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 and we believe we will continue to benefit from increased spending across International markets.

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. On the other hand, our European markets are more densely populated and operate with

fewer screens per one million of population, making the screens we acquired more valuable.

Additionally, 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. Going forward, we believe we will see positive growth in theatre attendance as we continue to

deploy our proven guest-centered innovations like recliner seating, enhanced food and beverage offerings, and premium

large format experiences. Like the United States, the international industry box office suffered from months of theatre

closures, significantly fewer new films and reopening restrictions and generated far fewer sales than 2019.

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) 2022 2021 2020 2019 2018

United Kin

dom .................................. 117.5 74.6 44.0 176.0 177.3

German

......................................... 78.6 42.5 37.3 119.9 104.2

Spain ............................................ 59.8 41.5 28.7 105.8 97.8

Ital

............................................ 47.9 26.6 30.2 104.7 91.8

Sweden .......................................... 10.4 6.1 5.4 15.8 16.3

Irelan

.......................................... 10.7 6.1 3.9 15.1 15.8

Portu

al ......................................... 9.2 5.3 3.6 15.2 14.6

orwa

.......................................... 8.8 5.6 4.8 11.3 12.1

Finlan

.......................................... 5.8 3.4 3.9 8.4 8.1

Total ............................................ 348.7 211.7 161.8 572.2 538.0

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

cable television, pay-per-view, video streaming services, PVOD, 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 without capital investment.

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 United States must comply with Title III of the Americans with Disabilities Act, or 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.

AMC Human Capital Resources

Our People. AMC associates are core to our commitment to delivering the best theatrical experience in the

world. They uphold AMC’s mission of focusing on the guest experience in our theatres, an experience in which

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

COVID-19 Pandemic Impacts. The pandemic has had enormous impacts on our industry, guests and

associates and has resulted in material variances in our associate metrics in calendar 2022 compared to the 2019 pre-

COVID-19 years. As of December 31, 2022, we employed a total of 33,694 employees, including part-time employees,

consisting of 2,787 full-time and 30,907 part-time employees, up from an aggregate of 31,198 employees, including

part-time and furloughed employees, consisting of 3,046 full-time and 28,152 part-time employees as of December 31,

2021, and down from an aggregate of 38,872 employees consisting of 3,952 full-time and 34,920 part-time employees as

of December 31, 2019.

Talent Acquisition, Development and Retention. Critical to our operations is the hiring, developing and

retaining of associates who support our guest-focused mission in our theatres. 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.

Once hired, we focus on the development of our associates, creating experiences and programs that promote

performance, growth and career opportunities for those who are life-long passionate about our business. We sponsor

numerous training, education and leadership development programs for associates at all levels, from hourly associates to

executive officers. These programs are designed to enhance leadership and managerial capability, facilitate quality

execution of our programs, drive guest satisfaction and increase return on investment.

Diversity, Equity and Inclusion. Our goal is to create a workforce as diverse as the guests we serve and the

movies we show on our screens. As such, Diversity, Equity and Inclusion (“DEI”) are fundamental to our culture and

critical to our success. In support of this goal, AMC established four councils in support of Women, Latinx, African

American and LGBTQ+ associates. The purpose of these councils is to strengthen AMC’s culture by defining

opportunities to embrace our diversity, lead with fairness and impartiality and create a more inclusive work environment

by leveraging associate experiences. These councils are supported by the DEI function under the guidance of the Chief

Human Resources Officer. This DEI focus ensures that all communities are represented in our long-term systemic

approach. Our work has been recognized externally: AMC has received a perfect score for 14 consecutive years on the

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

Equality”; eight consecutive years as one of the “Best Places to Work” for people with disabilities on the Disability

Equality Index; and five consecutive years as one of Forbes “Best Employers for Diversity.”

Compensation, Benefits, Safety and Wellness. In addition to offering market competitive salaries and wages,

we offer comprehensive health and retirement benefits to eligible employees. Our health and welfare benefits are

supplemented with specific programs to manage or improve common health conditions, a variety of voluntary benefits

and paid time away from work programs. We also provide a number of innovative programs designed to promote

physical, emotional and financial well-being. Our commitment to the safety and health of our associates continues to be

a top priority.

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

Internet 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, 2023:

Name Age Position(s) Held

Adam M. Aron . . . . . . . 68 Chairman of the Board, Chief Executive Officer and President

Sean D. Goodman . . . .

Executive Vice President, International Operations, Chief Financial Officer and

Treasure

Elizabeth Fran

. . . . . . 53 Executive Vice President, Worldwide Pro

rammin

and Chief Content Office

Eliot Hamlisch . . . . . . . 40 Executive Vice President, Chief Marketin

Officer

Daniel Ellis . . . . . . . . . 54 Executive Vice President, Chief Operations and Development Office

Kevin M. Conno

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

Chris A. Cox ........ 57 Senior Vice President, Chief Accountin

Officer

Carla C. Chavarria . . . . 57 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 Director of the Company since

January 2016, and as Chairman of the Board of Directors 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 the board from

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

Partners, Inc., a personal consultancy for matters related to travel and tourism, high-end real estate development, and

professional sports, that he founded. Mr. Aron served as Chief Executive Officer and Co-Owner of the

Philadelphia 76ers from 2011 to 2013, and remains an investor. From 2006 to 2015, Mr. Aron served as Senior

Operating Partner of Apollo Management L.P. Mr. Aron currently serves on the board of directors of Norwegian Cruise

Line Holdings, Ltd. and HBSE, which owns the NHL’s New Jersey Devils and the NBA’s Philadelphia 76ers. Mr. Aron

briefly served on the board of directors of Centricus Acquisitions Corp. in 2021. He also served on the board of directors

of Prestige Cruise Holdings Inc. from 2007 to 2014. 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. Sean D. Goodman has served as AMC’s Executive Vice President, Chief Financial Officer and Treasurer

since January 2022, Executive Vice President and Chief Financial Officer from February 2020 to January 2022, and

Executive Vice President Finance from December 2019 to February 2020. Mr. Goodman’s areas of responsibility at

AMC include information technology, procurement, and international operations. Mr. Goodman has served on the Board

of Directors of Hycroft Mining, Inc. as AMC’s representative since April 2022. Prior to joining AMC, Mr. Goodman

was the Chief Financial Officer of 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 various strategy and finance roles with increasing responsibility at 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

also 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. Eliot Hamlisch has served as Executive Vice President, Chief Marketing Officer of AMC since

March 2022. Prior to joining AMC, Mr. Hamlisch was an officer at Wyndham Hotels & Resorts where he served as

Executive Vice President Loyalty & Revenue Optimization from 2020 until 2022 and Senior Vice President Global

Loyalty & Partnerships from 2017 until 2020. Prior to joining Wyndham, Mr. Hamlisch held several strategic planning,

business development and customer engagement positions with Starwood Hotels & Resorts, Deloitte Consulting and

American Express. Mr. Hamlisch has a Bachelor of Arts from Harvard 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.

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:

Risks Related to the COVID-19 Pandemic

• the impact of responses to the COVID-19 virus related to interruptions of operations at our theatres,

personnel reductions and other cost-cutting measures and actions to maintain necessary liquidity, and

increases in expenses relating to precautionary measures at our facilities to protect the health and well-

being of our customers and employees.

Financial Risks

• our ability to obtain additional liquidity, which if not realized or insufficient, likely would result in us

seeking an in-court or out-of-court restructuring of our liabilities absent more normalized levels of

attendance and operating revenues, and in the event of such future liquidation or bankruptcy proceeding,

holders of our Common Stock, AMC Preferred Equity Units 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 the Common

Stock and AMC Preferred Equity Units;

• 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;

• 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 and AMC Preferred Equity Units;

• our ability to recognize interest deduction carryforwards and net operating loss carryforwards to reduce our

future tax liability;

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

allowance recorded; and

• impact of the elimination of the calculation of USD LIBOR rates on our contracts indexed to USD LIBOR.

Operational Risks

• risks relating to motion picture production and theatrical performance;

• our lack of control over distributors of films;

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

entertainment;

• 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 theatrical release or fewer movies;

• AMC Stubs

A-List may not meet anticipated revenue projections, which could result in a negative impact

upon operating results;

• 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; and

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

be subject to delay and unanticipated costs.

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 General Data Protection Regulation (“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 that Sweden and Finland (countries where we operate

approximately 100 theatres) completed accession talks at NATO headquarters in Brussels on July 4, 2022

and NATO ambassadors signed the accession protocols on July 5, 2022, which could cause a deterioration

in the relationship each country has with Russia, and the potential impact of financial and economic

sanctions on the regional and global economy.

Risks Related to our Shares

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

Common Stock and AMC Preferred Equity Units, which could adversely affect the market price of shares

of our Common Stock and AMC Preferred Equity Units. The risks of future dilution must also be weighed

against the risks of failing to increase our authorized shares, each of which could adversely affect the

market price of shares of our Common Stock and AMC Preferred Equity Units;

• the Special Meeting and the Charter Amendment Proposals, including the recent shareholder litigation

seeking to prevent the conversion of AMC Preferred Equity Units into Common Stock without separate

Common Stock class approval at the Special Meeting, could cause extreme volatility in our Common Stock

and AMC Preferred Equity Units and may adversely affect the market price of our Common Stock and/or

AMC Preferred Equity Units;

• if the Charter Amendment Proposals are approved, our authorized but unissued shares of Common Stock

will increase, which could lead to the issuance of additional shares of Common Stock or securities

convertible into Common Stock, which may have a dilutive effect on earnings per share and the relative

voting power and may cause a decline in the trading price of the Common Stock;

• the market prices and trading volumes of our shares of Common Stock and AMC Preferred Equity Units,

have experienced, and may continue to experience, extreme volatility, which could cause purchasers of our

Common Stock and AMC Preferred Equity Units to incur substantial losses;

• 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 have led to, may be

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

the price of the AMC Preferred Equity Units may also be subject to similar dynamics and volatility;

• 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 prices of the Common Stock and AMC Preferred Equity Units and your investment therein;

• future offerings of debt, which would be senior to our Common Stock and AMC Preferred Equity Units

upon liquidation, and/or other preferred equity securities, which may be senior to our Common Stock and

AMC Preferred Equity Units for purposes of distributions or upon liquidation, could adversely affect the

market price of our Common Stock and AMC Preferred Equity Units;

• anti-takeover protections in our 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;

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

(represented by AMC Preferred Equity Units), could dilute the voting power of the common stockholders

and adversely affect the market value of our Common Stock and AMC Preferred Equity Units;

• 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 and our AMC Preferred Equity Units, which could result in a decline in the

market price of our Common Stock and our AMC Preferred Equity Units.

Risk Related to the COVID-19 Pandemic

The COVID-19 pandemic has disrupted our business and will continue to adversely affect our business, theatres, results of

operations and liquidity.

The COVID-19 pandemic has had and will continue to have a significant and adverse impact on our

business.

After reopening substantially all of our theatres over the course of 2021, we are not generating the

attendance and revenue from admissions and food and beverage sales compared to historical levels. The extent of

our cash burn in the future will primarily be dependent on attendance, which drives admission, food and beverage,

and other revenue. We cannot predict with certainty when or if our business will return to closer to normal levels.

While we plan to closely monitor our costs to the extent possible, we continue to incur significant cash

outflows, including interest payments, taxes, critical maintenance capital expenditures, and certain compensation

and benefits payments.

With the changing operating landscape for the film exhibition industry following the COVID-19

pandemic, we may face difficulty in maintaining relationships with our landlords, vendors, motion picture

distributors, customers, and employees. Since the outbreak of the COVID-19 virus, movie studios have, at various

times, suspended production of movies and delayed the release date of movies. Some movie studios have also

reduced or eliminated the theatrical exclusive release window or 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, and studios may continue to do so with additional releases.

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:

• lack of availability of films in the short or long term, including as a result of release of scheduled films on

alternative channels;

• 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;

• increased operating costs resulting from additional regulatory requirements enacted in response to the

COVID-19 pandemic and from precautionary measures we voluntarily take at our facilities to protect

the health and well-being of our customers and employees;

• our ability to negotiate favorable rent payment terms with our landlords;

• unavailability of employees due to general shortages in the labor market;

• supply chain disruptions that may continue to affect the availability and costs of food, beverage, and

other items that we sell in our theatres;

• increased risks related to employee matters, including increased employment litigation and claims

relating to terminations and vaccination or testing requirements;

• reductions and delays associated with planned operating and capital expenditures;

• further impairment charges upon a portion of our goodwill, long-lived assets or intangible assets as

consequence of failure to meet operating projections and other adverse events or circumstances, as a

result of the impact on our prior impairment analysis due to delays in theatre reopenings or future

interruptions in operations, which could be material to our results of operations and financial

condition;

• 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 substantial increase in indebtedness

and negatively impact our ability to comply with the financial covenants, as applicable, in our debt

agreements;

• our inability to access lending, capital markets and other sources of liquidity, if needed, on reasonable

terms, or at all, or obtain amendments, extensions and waivers of financial maintenance covenants,

among other material terms;

• our inability to effectively meet our short- and long-term obligations; and

• our inability to service our existing and future indebtedness or other liabilities, the failure of which

could result in insolvency proceedings and result in a total loss of your equity investment.

The COVID-19 pandemic (including governmental responses, broad economic impacts and market

disruptions) has heightened the risks related to the other risk factors described herein.

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 and AMC Preferred Equity Units is highly speculative;

holders of our Common Stock and AMC Preferred Equity Units could suffer a total loss of their investment.

To remain viable beyond the next twelve months, the Company will 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, 2022 Compared to the Year Ended

December 31, 2021 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 and the liquidity under its borrowing facilities 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, particularly if we face additional

rounds of suspension of operations at our theatres, scheduled film releases fail to drive increased operating revenues and

attendance, scheduled releases are postponed or moved to the home video market, or if the attendance levels of, and

revenues generated by, our theatres 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 and AMC Preferred Equity Units is highly speculative.

In the event the Company’s operating revenues and attendance levels do not continue to increase

significantly from 2021 and 2022 levels 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 its rent obligations. Ultimately, if operating revenues and attendance levels 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 and AMC Preferred Equity Units 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, which could negatively impact your ability to recover your investment in the

Common Stock and AMC Preferred Equity Units.

We have a substantial amount of indebtedness, which requires significant interest payments. As of

December 31, 2022, we had outstanding approximately $5,140.8 million of indebtedness ($4,949.0 million aggregate

principal amount) and $58.8 million of existing finance lease obligations. As of December 31, 2022, we also had

approximately $4.8 billion of discounted rental payments under operating leases (with a weighted average remaining

lease term of 9.4 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 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

$157.2 million as of December 31, 2022. 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 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;

• 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;

• the loss of tax attributes resulting from the cancellation of indebtedness that occurred in connection

with the exchange offers that closed on July 31, 2020, coupled with 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;

• there are significant constraints on our ability to generate liquidity through incurring additional debt;

and

• we may be more vulnerable to economic downturn and adverse developments in our business,

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

discretionary income and our operating revenues, and attendance levels.

We and our subsidiaries may be able to incur additional indebtedness in the future, subject to the

restrictions 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 access funding under our

revolving credit facilities will depend upon, among other things, the absence of an event of default under such

indebtedness, including any event of default arising from a failure to comply with the related covenants. If we are

unable to comply with our covenants under our indebtedness, our liquidity may be further adversely affected.

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. We are not able to control many of these factors. 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 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,

2022, goodwill recorded on our consolidated balance sheet totaled $2,342.0 million. If the market price of our Common

Stock or AMC Preferred Equity Units 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, including goodwill, indefinite-lived intangible assets and other intangible assets

and theatre assets (including operating lease right-of-use lease 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 AMC Preferred Equity Units 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 obligations. 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, 2022, December 31, 2021, and December 31, 2020, we recorded impairment of long-lived asset charges

of $133.1 million, $77.2 million, $177.9 million, respectively. The assets impaired during year 2022 included 68 theatres

in the U.S. markets with 817 screens and 53 theatres in the International markets with 456 screens. No goodwill non-

cash impairment charges were recorded for the years ended 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. During the year ended December 31, 2020, we recorded goodwill non-cash impairment charges 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. We recorded non-cash 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 Theatres

reporting unit during the year ended December 31, 2020. We recorded non-cash impairment charges of $14.4 million

related to our definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended December

31, 2020. We also recorded impairment of other assets recorded in investment expense (income) of $15.9 million during

the year ended December 31, 2020 and impairment of equity method investments recorded in equity in (earnings) loss of

non-consolidated entities of $8.6 million during the year ended December 31, 2020.

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 recliner seating, enhanced food and beverage and

premium sight and sound, require significant capital expenditures. Our gross capital expenditures were approximately

$202.0 million, $92.4 million, and $173.8 million for the years ended December 31, 2022, December 31, 2021 and,

December 31, 2020, respectively. We estimate that our cash outflows for capital expenditures, net of landlord

contributions, will be approximately $150 million to $200 million for the year ending December 31, 2023 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 and AMC Preferred Equity Units.

We currently are 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 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.

A significant portion of our net operating loss carryforwards have been reduced, which limits our ability to reduce our

future tax liability, which may adversely affect our cash flows and therefore our ability to service our indebtedness.

In connection with the exchange offers and related financing transactions that closed on July 31, 2020, we

realized approximately $1.2 billion of CODI. As a result of such CODI, we eliminated $1.2 billion of our net

operating loss carryforwards through tax attribute reduction. The Tax Cuts and Jobs Act legislation (the “2017 Tax

Act”) together with the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) included a number of

significant tax provisions including (1) limiting business interest deductions to 30%, 50%, 50% and 30% of taxable

EBITDA for years 2018, 2019, 2020 and 2021, respectively, (2) limiting interest deductions for 2022 and thereafter to

30% of taxable EBIT, (3) limiting the utilization of net operating losses generated in calendar year 2018 and thereafter to

80% of taxable income for years after 2020, (4) providing an indefinite carryover period for interest expense

carryforwards and net operating losses generated in calendar year 2018 and thereafter, and (5) adding disallowed

business interest carryforwards to the list of items subject to the annual limitation rules for corporations that undergo an

“ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).

Utilization of our net operating loss carryforwards, disallowed business interest carryforward and other tax

attributes became subject to the Section 382 ownership change limitation due to changes in our stock ownership on

January 29, 2021. We do not believe, however, that our remaining tax attributes generated prior to this event are

significantly limited by Section 382.

The loss of tax attributes as a result of CODI and related attribute reduction may adversely affect our cash

flows and therefore our ability to service our indebtedness. For information regarding the remaining significant

amount of net operating loss carryforwards, see Note 10—Income Taxes in the Notes to the Consolidated Financial

Statements under Part II, Item 8 thereof.

The value of our deferred tax assets may not be realizable to the extent our future profits are less than we have

projected and we may be required to record valuation allowances against previously-recorded deferred tax assets,

which may have a material adverse effect on our results of operations and our financial condition.

Our income tax expense includes deferred income taxes arising from changes in temporary differences between

the financial reporting and the tax bases of assets and liabilities, credit carryforwards, interest expense carryforwards and

net operating losses. We evaluate the realizability of our deferred income tax assets and assess the need for a valuation

allowance jurisdiction by jurisdiction on an ongoing basis. In evaluating our deferred income tax assets, we consider

whether it is more likely than not that the deferred income tax asset will be realized. The ultimate realization of our

deferred income tax assets depends upon generating sufficient future taxable income during the periods in which our

temporary differences become deductible and before our tax credit and net operating loss carryforwards expire. Our

assessment of the realizability of our deferred income tax assets requires significant judgement. If we fail to achieve our

projections or if we need to lower our projections, we may not have sufficient evidence of our ability to realize our

deferred tax assets and we may need to increase our valuation allowance.

Our U.S. cumulative pretax losses have raised uncertainty about the likelihood of realizing our deferred tax

assets, and as a result, we maintain a valuation allowance against all of the U.S. deferred tax assets and liabilities, except

those deemed indefinite-lived. For the year ended December 31, 2022, our domestic cumulative pre-tax losses continue

to raise uncertainty about the likelihood of realizing our deferred tax assets. For our U.S. jurisdiction, we recorded a net

increase in valuation allowance of $350.0 million and total tax expense of $1.0 million for 2022. During the first quarter

of 2020, the severe impact of the COVID-19 pandemic on operations in Germany and Spain caused us to conclude the

realizability of deferred tax assets held in those jurisdictions does not meet the more likely than not standard. As such, a

charge of $33.1 million and $40.1 million was recorded for Germany and Spain, respectively. At December 31, 2020

year-end, we determined that it was appropriate to record a valuation allowance on the disallowed interest carryforward

in Sweden as the realizability of this deferred tax asset in this jurisdiction does not meet the more likely than not

standard. As such, the overall net tax benefit recorded on Sweden was reduced by a charge of $3.7 million. During 2021,

we recorded a valuation allowance on all other deferred tax assets in Sweden, resulting in a charge of less than $1

million. With the exception of Finland, all other international jurisdictions carried valuation allowances against their

deferred tax assets at the end of 2022.

There are no assurances that we will not increase the valuation allowances in future periods against deferred tax

expense; likewise, any decrease would result in additional deferred tax benefit.

The elimination of the calculation of USD LIBOR rates may impact our contracts that are indexed to USD LIBOR.

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop

compelling banks to submit rates for the calculation of LIBOR after 2021 and the transition period has been

subsequently extended through June 2023. The Alternative Reference Rates Committee (“ARRC”) has proposed that the

Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to USD-LIBOR

for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a

paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and

company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. We have

material contracts that are indexed to USD-LIBOR and we are monitoring this activity and evaluating the related risks.

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 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 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.

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 delivery methods, including video streaming, network, syndicated cable and

satellite television, as well as video-on-demand, pay-per-view services, and subscription streaming services. We also

compete for the public’s leisure time and disposable income with other forms of entertainment, including sporting

events, amusement parks, live music concerts, live theatre, and restaurants. An increase in the popularity of these

alternative film delivery methods and other forms of entertainment could reduce attendance at our theatres, limit the

prices we can charge for admission and materially adversely affect our business and results of operations.

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 88% of our U.S. markets’ box office revenues in 2022 and 4 movie studio

distributors representing approximately 73% of our International markets’ box office revenues in 2022, 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 2022 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 cyber security 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. While we have implemented safeguards to protect the privacy of

this information, there is still a risk that hackers or others might obtain this information, which would 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.

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.

One of the impacts of COVID-19 has been extended labor shortages, resulting in our demand for staff

outweighing the available supply. The success of our business depends on our ability to recruit and retain staff members

for our theatres. 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 begin to 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 extremely affected by COVID-19.

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.

Inflation may adversely affect us by increasing our food and beverage costs, utilities, and labor. 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 and 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.

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 COVID-19 or other 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 and those imposed as a result of the COVID-19 pandemic, 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 Americans with Disabilities Act of 1990

(“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, including Brexit and Organization for Economic Co-operation

and Development’s (“OECD”), proposed recommendations around taxation in the Digital Economy, make tax rates,

transfer pricing compliance and tax regulations, including in the United States, United Kingdom, and European Union

subject to significant change. Recent examples include the Court of Justice of the European Union narrowing the EU

Interest & Royalty withholding directive, OECD recommendations on Base Erosion and Profit Shifting (“BEPS”)

including new rules for the allocation of multinational organization profits between countries and a global minimum tax

rate, the European Commission’s Anti-Tax Avoidance Package, the U.S. Tax Cuts and Jobs Act signed into law in

December 2017, and the CARES Act.

The cost of compliance with these laws and regulations is high and is 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 may subject us to significant liabilities and other penalties.

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, 24.3% of our revenues were derived from countries outside the

United States for the year ended December 31, 2022. 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 that Sweden and Finland (countries where we operate

approximately 100 theatres) and their potential accession to NATO, which could cause a deterioration in

the relationship each country has with Russia, and the potential impact of financial and economic sanctions

on the regional and global economy;

• 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 and local laws and regulations;

• exposure to local labor and employment laws;

• relationships with local labor unions and works councils;

• limited borrowing capabilities relating to activities in non-U.S. countries;

• economic and/or credit conditions abroad;

• potential adverse changes in the political and/or economic stability of foreign countries or in their

diplomatic relations with the United States;

• restrictions on the withdrawal of foreign investment and earnings;

• government policies against businesses owned by foreigners;

• investment restrictions or requirements;

• diminished ability to legally enforce our contractual rights in foreign countries;

• difficulty in protecting our brand, reputation and intellectual property;

• restrictions on the ability to obtain or retain licenses required for operation;

• foreign exchange restrictions;

• adverse changes in regulatory or tax requirements;

• restrictions on foreign ownership of subsidiaries;

• data protection and privacy laws, including GDPR and other restrictions on transferring personally

identifiable information outside of a jurisdiction; and

• tariffs and other trade barriers.

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 and AMC Preferred Equity Units, which could adversely affect the market price of shares of our Common

Stock and AMC Preferred Equity Units. The risks of future dilution must also be weighed against the risks of failing

to increase our authorized shares of Common Stock, each of which could adversely affect the market price of shares

of our Common Stock and AMC Preferred Equity Units.

From January 1, 2020 through February 22, 2023, the outstanding shares of our Common Stock have increased

by 459,834,339 shares in a combination of at-the-market sales, conversion of Class B common stock, conversion of

notes, exchanges of notes, transaction fee payments, and equity grant vesting. On August 19, 2022, the Company issued

a dividend of one AMC Preferred Equity Unit for each share of Common Stock outstanding at the close of business on

August 15, 2022, which resulted in the issuance of 516,820,595 AMC Preferred Equity Units. From August 19, 2022

through February 22, 2023, we issued 413,029,017 AMC Preferred Equity Units in combination of at-the-market sales,

exchanges of debt, private placement transactions, and equity grant vesting. As of February 22, 2023, there were

517,580,416 shares of Common Stock and 929,849,612 AMC Preferred Equity Units issued and outstanding. Pursuant to

our strategy to enhance our liquidity, we intend to issue preferred equity securities or securities convertible into, or

exchangeable for, or that represent the right to receive, shares of Common Stock. If, in the future, we obtain shareholder

approval to amend our certificate of incorporation to increase our authorized shares, including if the Charter Amendment

Proposals are approved by our stockholders at the Special Meeting, we may issue additional shares of Common Stock to

raise cash to bolster our liquidity, to refinance indebtedness, for working capital, to finance strategic initiatives and

future acquisitions or for other purposes. We may also acquire interests in other companies, or other assets by using a

combination of cash and shares of Common Stock or AMC Preferred Equity Units, or just shares of Common Stock.

Additionally, vesting under our equity compensation programs results in the issuance of new shares of Common Stock

and AMC Preferred Equity Units and shares withheld to cover tax withholding obligations upon vesting remain available

for future grants. Any of these events may dilute the ownership interests of current stockholders, reduce our earnings per

share or have an adverse effect on the price of our shares of Common Stock and AMC Preferred Equity Units.

To provide for the authorization of a sufficient number of authorized and unissued and unreserved shares of the

Common Stock into which the Series A Convertible Participating Preferred Stock (and, by virtue of such conversion,

AMC Preferred Equity Units) can convert in full, the Company has called a special meeting to be held on March 14,

2023 (the “Special Meeting”) to obtain the requisite stockholder approval of the Charter Amendment Proposals. If the

Charter Amendment Proposals are approved by our stockholders, we will have additional authorized but unissued

Common Stock that may be used in the future for at-the-market sales, exchanges of notes, private placement

transactions, equity grant vesting and other dilutive issuances. These future issuances may be dilutive and result in a

decline in the market price of our Common Stock.

If we are unable to obtain shareholder approval to increase our authorized shares, including pursuant to the

Charter Amendment Proposals, this will create substantial risks, which could have an adverse effect on the price of our

shares of Common Stock and AMC Preferred Equity Units, including:

• we will be limited in our ability to issue equity to bolster our liquidity and respond to future challenges,

including if operating revenues and attendance levels do not return to the levels assumed;

• for future financing, we may be required to issue additional debt, which may be unavailable on favorable

terms or at all, which would exacerbate the challenges created by our high leverage;

• we may be unable to issue equity in deleveraging transactions, including exchanges, redemptions or buy-

backs of debt, which will limit our flexibility to deliver; and

• we may be unable to issue equity as currency in strategic transactions, including acquisitions, joint ventures

or in connection with landlord negotiations, which may prevent us from entering into transactions that

could increase shareholder value.

The Special Meeting and the Charter Amendment Proposals could cause extreme volatility in our Common Stock and

AMC Preferred Equity Units and may adversely affect the market price of our Common Stock and/or AMC Preferred

Equity Units.

At the Special Meeting, all holders of our shares of Common Stock and holders of shares of Series A

Convertible Participating Preferred Stock (which are represented by AMC Preferred Equity Units) on the books of

Computershare Trust Company, N.A. as of the record date for the Special Meeting will be entitled to vote on the Charter

Amendment Proposals. If stockholders approve the Charter Amendment Proposals, upon the effectiveness of the Charter

Amendment Proposals, the AMC Preferred Equity Units will be automatically converted into shares of our Common

Stock and the AMC Preferred Equity Units will cease trading and be delisted from the NYSE. The effect of the Charter

Amendment Proposals, including the Reverse Split Proposal (as defined in Note 16—Subsequent Events in the Notes to

the Consolidated Financial Statements under Part II, Item 8 thereof), upon the market price of our Common Stock cannot

be predicted with certainty. Given the current disparity in the trading prices of the AMC Preferred Equity Units and the

Common Stock, the conversion of AMC Preferred Equity Units into Common Stock could adversely affect the market

price of the Common Stock. Conversely, if the Charter Amendment Proposals are not approved, the AMC Preferred

Equity Units will not convert into shares of Common Stock, which could also adversely affect the market price of the

AMC Preferred Equity Units, cause extreme volatility, make it difficult to raise additional equity without causing

significant economic dilution to the Common Stock, which could also adversely affect the market price of the Common

Stock. If the Charter Amendment Proposals are not approved, the Company may not make another proposal with respect

to the common stock amendment, or it may be some time before any such proposal is made, although such determination

will be made by the Company’s Board at its sole discretion.

In addition, the results of reverse stock splits by companies in the past have been varied. There can be no

assurance that the total market capitalization of our Common Stock after the Reverse Split Proposal (if approved) (the

“Reverse Stock Split”) will be equal to or greater than the total market capitalization before the Reverse Stock Split or

that the per share market price of our Common Stock following the Reverse Stock Split will increase in proportion to the

reduction in the number of shares of Common Stock outstanding before the Reverse Stock Split. Further, the market

price and trading volume of our shares of Common Stock has been subject to extreme volatility and approval of the

Charter Amendment Proposals, including the Reverse Stock Split, may increase such volatility, with a decline in the

market price of our Common Stock after the Reverse Stock Split resulting in a greater percentage decline than would

occur in the absence of a Reverse Stock Split.

On February 20, 2023, two putative stockholder class actions were filed in the Delaware Court of Chancery,

captioned Allegheny County Employees’ Retirement System v. AMC Entertainment Holdings, Inc., et al., C.A. No.

2023-0215-MTZ (Del. Ch.) (the “Allegheny Action”), and Munoz v. Adam M. Aron, et al., C.A. No. 2023-0216-MTZ

(Del. Ch.) (the “Munoz Action” and together with the Allegheny Action, the “Shareholder Lawsuits”). See Note 11—

Commitments and Contingencies for additional information about the Shareholder Lawsuits.While we will vigorously

contest the Shareholder Lawsuits, the outcome of the Shareholder Lawsuits, or any similar future lawsuits, is uncertain.

In addition, while we anticipate that the Special Meeting will still be held on March 14, 2023, we will not be able to

implement the Charter Amendment Proposals pending a ruling by the court on the plaintiff’s to-be-filed preliminary

injunction motion, which may substantially delay or prevent the conversion of AMC Preferred Equity Units into

Common Stock. If the plaintiffs are successful in obtaining injunctive or other relief restraining, delaying, enjoining or

otherwise prohibiting the Charter Amendment Proposals from going into effect, this would likely adversely affect the

market price of the AMC Preferred Equity Units, cause extreme volatility, make it difficult to raise additional equity

without causing significant economic dilution to both the AMC Preferred Equity Units and the Common Stock, which

could also adversely affect the market price of the Common Stock. If the plaintiffs are successful in their claim for

breach of 8 Del. C. § 242(b), we may be prohibited from issuing additional AMC Preferred Equity Units which would

substantially harm our ability to generate additional liquidity, reduce our debt or engage in strategic transactions.

The market prices and trading volumes of our shares of Common Stock and AMC Preferred Equity Units have

experienced, and may continue to experience, extreme volatility, which could cause purchasers of our Common Stock

and AMC Preferred Equity Units to incur substantial losses.

The market prices and trading volume of our shares of Common Stock and AMC Preferred Equity Units have

been and may continue to be subject to wide fluctuations in response to numerous factors, many of which are beyond our

control. Because each AMC Preferred Equity Unit initially represents the right to receive one share of our Common

Stock upon effectiveness of the common stock amendment, and is otherwise designed to bear equivalent economic and

voting rights as described herein, the market price of the AMC Preferred Equity Units may be correlated with the market

price of our Common Stock. 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 and AMC

Preferred Equity Units to incur substantial losses. For example, during 2022, the market price of our Common Stock has

fluctuated from an intra-day low of $3.81 per share on December 28, 2022 to an intra-day high on the NYSE of $17.17

on March 29, 2022. The market price of our AMC Preferred Equity Units has fluctuated from an intra-day low of $0.65

on December 19, 2022 to an intra-day high of $10.50 on August 22, 2022. The reported sale price of our Common Stock

and AMC Preferred Equity Units on the NYSE on February 23, 2023, was $6.23 per share and $2.22 per share. During

2022, daily trading volume ranged from approximately 8,287,600 to 226,704,100 shares and the AMC Preferred Equity

Units ranged from approximately 5,921,800 to 180,271,200.

We believe that the recent volatility and our current market prices 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. Under the circumstances, we caution you against investing in our Common Stock and AMC Preferred Equity

Units, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

Extreme fluctuations in the market price of our Common Stock and AMC Preferred Equity Units 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 prices of our Common Stock and AMC Preferred Equity Units have 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 and AMC Preferred Equity Units 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 AMC Preferred Equity Units 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 that are significantly higher than our market

capitalization immediately prior to the COVID-19 pandemic, and to the extent, these valuations reflect trading

dynamics unrelated to our financial performance or prospects, purchasers of our Common Stock and AMC

Preferred Equity Units could incur substantial losses if there are declines in market prices driven by a return to

earlier valuations;

• to the extent volatility in our Common Stock and AMC Preferred Equity Units 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 and AMC Preferred Equity Units 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;

• if the market price of our Common Stock and/or AMC Preferred Equity Units declines, you may be unable to

resell your shares of Common Stock or AMC Preferred Equity Units at or above the price at which you

acquired them. We cannot assure you that the equity issuance of our Common Stock and AMC Preferred Equity

Units will not fluctuate or decline significantly in the future, in which case you could incur substantial losses;

and

• the Company will pay cash tax liabilities of an estimated $14.0 million to cover withholding obligations upon

vesting of awards under our Equity Incentive Plan in January and February of 2023. The Company will

withhold shares based on historical elections by participants under the terms of the plan, equivalent to the cash

tax requirements for federal, state and local withholdings, pay the required tax obligation and return the

withheld shares to the Equity Incentive Plan.

We may continue to incur rapid and substantial increases or decreases in the market prices of our Common

Stock and AMC Preferred Equity Units 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 and AMC

Preferred Equity Units 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 and AMC Preferred Equity Units or result in fluctuations in the price or trading

volume of our Common Stock and AMC Preferred Equity Units, including:

• the ongoing impacts relating to 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 AMC

Preferred Equity Units 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”);

• investigations, proceedings, or litigation that involve or affect us;

• the Charter Amendment Proposals to be voted on by our stockholders at the Special Meeting;

• 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.

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 have led to, may be currently leading to,

and could again lead to, extreme price volatility in shares of our Common Stock and the price of the AMC Preferred

Equity Units may also be subject to similar dynamics and volatility.

Investors may purchase shares of our Common Stock and our AMC Preferred Equity Units to hedge existing

exposure or to speculate on the price of our Common Stock and our AMC Preferred Equity Units. Speculation on the

price of our Common Stock and our AMC Preferred Equity Units may involve long and short exposures. To the extent

aggregate short exposure exceeds the number of shares of our Common Stock and/or AMC Preferred Equity Units

available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase

shares of our Common Stock and/or AMC Preferred Equity Units for delivery to lenders of our Common Stock and/or

AMC Preferred Equity Units. Those repurchases may, in turn, dramatically increase the price of shares of our Common

Stock and/or AMC Preferred Equity Units until additional shares of our Common Stock and/or AMC Preferred Equity

Units are available for trading or borrowing. This is often referred to as a “short squeeze.” A large proportion of our

Common Stock has been in the past and may be traded in the future by short sellers, which may increase the likelihood

that our Common Stock or AMC Preferred Equity Units will be the target of a short squeeze, and there is widespread

speculation that the trading price of our Common Stock is or has been from time to time the result of a short squeeze. A

short squeeze and/or focused investor trading in anticipation of a short squeeze have led to, may be currently leading to,

and could again lead to volatile price movements in shares of our Common Stock and may have a similar impact on the

price of the AMC Preferred Equity Units that may be unrelated or disproportionate to our operating performance or

prospects and, once investors purchase the shares of our Common Stock and/or AMC Preferred Equity Units necessary

to cover their short positions. Or if investors no longer believe a short squeeze is viable, the price of our Common Stock

and AMC Preferred Equity Units may rapidly decline. Investors that purchase shares of our Common Stock or AMC

Preferred Equity Units during a short squeeze may lose a significant portion of their investment.

Under the circumstances, we caution you against investing in our Common Stock and AMC Preferred Equity

Units, unless you are prepared to incur the risk of losing all or a substantial portion of your investment.

The AMC Preferred Equity Units are listed under the ticker symbol “APE”. APEs is also the name by which some of

our retail stockholders refer to themselves. There is no guarantee that these 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 prices of the Common Stock and AMC Preferred Equity Units and your investment

therein.

Some of our retail investors have referred to themselves as “Apes” on social media and in other forums. Our

“APE” ticker symbol, although an acronym for AMC Preferred Equity Unit, is also a reference to this stockholder base

who has in the past been perceived as having supported AMC. 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

AMC’s Common Stock and other so-called “meme” stocks. See “— The market prices and trading volume of our shares

of Common Stock and AMC Preferred Equity Units have experienced, and may continue to experience, extreme

volatility, which could cause purchasers of our Common Stock and AMC Preferred Equity Units to incur substantial

losses.” 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. If investor sentiment turns negative, including as a result of this at-the-

market offering or this prospectus supplement, this could have a material adverse impact on the market price of our

Common Stock and AMC Preferred Equity Units.

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 February 14, 2023, the prospectus supplement filed September 26, 2022, 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 or AMC Preferred Equity Units. Information provided by

third parties may not be reliable or accurate and could materially impact the trading price of our Common Stock and our

AMC Preferred Equity Units which could cause losses to your investments.

Future offerings of debt, which would be senior to our Common Stock and AMC Preferred Equity Units upon liquidation,

and/or other preferred equity securities, which may be senior to our Common Stock and AMC Preferred Equity Units for

purposes of distributions or upon liquidation, could adversely affect the market price of our Common Stock and AMC

Preferred Equity Units.

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 refinance indebtedness, for working capital, to finance strategic initiatives and future acquisitions or

for other purposes. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with

respect to other borrowings will receive distributions of our available assets prior to the holders of our Common

Stock and AMC Preferred Equity Units, including the Preferred Stock underlying our AMC Preferred Equity Units.

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 and AMC Preferred Equity Units. 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 and AMC Preferred Equity Units.

Anti-takeover protections in our 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.

Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws,

as amended, as well as provisions of the Delaware General Corporation Law 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 December 31, 2022 there were 10,000,000 Series A Convertible Participating Preferred Stock shares authorized and

7,245,872 Series A Convertible Participating Preferred Stock shares issued and outstanding, 40,000,000 preferred stock

shares remain available for issuance and 2,754,129 Series A Convertible Participating Preferred Stock shares remain

available for issuance. As a condition of the Forward Purchase Agreement (as defined in Note 9—Stockholders’ Equity

in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof) we were restricted from issuing

additional Series A Convertible Preferred Stock Shares and AMC Preferred Equity Units in an amount that would

exceed $40 million. On February 9, 2023 the Forward Purchase Agreement was amended to increase the $40 million

restriction to $140 million. The restrictions remain in place until the earlier of the Special Meeting or April 6, 2023.

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 and AMC Preferred Equity Units, which, under certain circumstances,

could reduce the market value of our Common Stock and AMC Preferred Equity Units.

An issuance of preferred stock, including the Series A Convertible Participating Preferred Stock and the AMC

Preferred Equity Units, could dilute the voting power of the Common Stockholders and adversely affect the market

value of our Common Stock and AMC Preferred Equity Units.

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 and AMC Preferred Equity Units by making an investment in the Common Stock or AMC Preferred

Equity Units less attractive. For example, investors may not wish to purchase Common Stock or AMC Preferred Equity

Units 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 or AMC Preferred Equity Units at the lower conversion

price causing economic dilution to the holders of Common Stock and AMC Preferred Equity Units.

Increases in market interest rates may cause potential investors to seek higher returns and therefore reduce demand

for our Common Stock and our AMC Preferred Equity Units, which could result in a decline in the market price of

our Common Stock and our AMC Preferred Equity Units.

One of the factors that may influence the price of our Common Stock and our AMC Preferred Equity Units is

the return on our Common Stock and our AMC Preferred Equity Units (i.e., the amount of distributions or price

appreciation as a percentage of the price of our Common Stock and AMC Preferred Equity Units) relative to market

interest rates. An increase in market interest rates may lead prospective purchasers of our Common Stock and our AMC

Preferred Equity Units 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 available cash. Thus, higher market interest rates

could cause the market prices of our Common Stock and our AMC Preferred Equity Units to decline.

Item 1B. Unresolved Staff Comments.

None.

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, 2022:

Property Holding Classification Theatres Screens

Owne

......................................................... 41 388

Lease

......................................................... 824 9,686

Total ........................................................ 865 10,074

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, 2022. 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. Our Class A 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 Class A common stock, which resulted in the retirement of Class B common stock.

Additionally, we also have depositary shares of Preferred Stock in the form of AMC Preferred Equity Units that

trade on the NYSE under the symbol “APE” since August 22, 2022.

Holders of Shares

On February 22, 2023, approximately 6.5 million shares of our Class A common stock and approximately 204.7

million shares of our AMC Preferred Equity Units were directly registered with our transfer agent by 16,672 and 14,798

shareholders, respectively.

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 Notes 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

None.

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 Exchange Act or the

Securities Act of 1933, 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, 2017 through December 31,

2022, 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, 2017 through

December 31, 2022. The graph assumes that $100.00 was invested on December 31, 2017 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.

*$100 invested on December 31, 2017 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

Fiscal year ended December 31.

12/17 3/18 6/18 9/18 12/18

AMC Entertainment Holdin

s, Inc. ........................... 100.00 95.13 110.27 175.30 107.40

S&P 500 ................................................. 100.00 99.24 102.65 110.56 95.62

Peer Group ............................................... 100.00 101.98 99.97 115.05 97.71

3/19 6/19 9/19 12/19

AMC Entertainment Holdin

s, Inc. ........................... 132.75 85.93 101.34 71.30

S&P 500 ................................................. 108.67 113.34 115.27 125.72

Peer Group ............................................... 111.05 99.94 107.34 95.38

3/20 6/20 9/20 12/20

AMC Entertainment Holdin

s, Inc. ........................... 31.45 42.70 46.88 21.10

S&P 500 ................................................. 101.08 121.85 132.73 148.85

Peer Group ............................................... 31.96 37.29 34.73 57.43

$100

$200

$300

$400

$500

$600

12/17 3/18 6/18 9/18 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

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among AMC Entertainment Holdings, Inc., the S&P 500 Index,

and a Peer Group

AMC Entertainment Holdings, Inc. S&P 500 Peer Group

*$100 invested on 12/31/17 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

3/21 6/21 9/21 12/21

AMC Entertainment Holdin

s, Inc. ........................... 101.63 564.18 378.84 270.74

S&P 500 ................................................. 158.04 171.56 172.55 191.58

Peer Group ............................................... 66.21 71.08 62.38 54.41

3/22 6/22 9/22 12/22

AMC Entertainment Holdin

s, Inc. ........................... 245.26 134.87 112.93 65.95

S&P 500 ................................................. 182.77 153.34 145.86 156.89

Peer Group ............................................... 58.12 50.98 41.62 34.49

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 Entertainment

Holdings, Inc. (“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” for a discussion of the risks,

uncertainties and assumptions relating to these statements.

Overview

AMC is the world’s largest theatrical exhibition company and an industry leader in innovation and operational

excellence. As of December 31, 2022 we operated in 12 countries, throughout the United States, Europe, and the Middle

East.

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

beverage sales. The balance of our revenues are generated from ancillary sources, including on-screen advertising, fees

earned from our AMC Stubs

customer loyalty program, rental of theatre auditoriums, income from gift card and

exchange ticket sales, and online ticketing fees. As of December 31, 2022, we owned, operated or had interests in 940

theatres and 10,474 screens.

Temporarily Suspended or Limited Operations

During the first quarter of 2020, we temporarily suspended theatre operations in our U.S. markets and

International markets in compliance with local, state, and federal governmental restrictions and recommendations on

social gatherings to prevent the spread of COVID-19 and as a precaution to help ensure the health and safety of our

guests and theatre staff. As of March 17, 2020, all of our United States and International theatre operations were

temporarily suspended. We resumed limited operations in the International markets in early June 2020 and limited

operations in the U.S. markets in late August 2020. A COVID-19 resurgence during the fourth quarter of 2020 resulted

in additional local, state, and federal governmental restrictions and many previously reopened theatres in International

markets temporarily suspended operations again. The following table summarizes theatre operations for the Company in

2021:

As of As of As of As of

January 1, March 31, June 30, September 30,

Theatre Operations: 2021 2021 2021 2021

Percenta

e of theatres operated - Domestic................ 66.8 % 99.2 % 99.8 % 99.8 %

Percenta

e of theatres operated - International ............. 30.3 % 27.3 % 94.9 % 99.2 %

Percenta

e of theatres operated - Consolidate

............. 52.9 % 72.2 % 98.0 % 99.6 %

During the year ended December 31, 2022, the Company operated essentially 100% of all its U.S. and

International theatres. As of December 31, 2022 and 2021, there were no restrictions on operations in any of the U.S. or

International theatres.

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.

The North American and International industry box office have been significantly impacted by the COVID-19

pandemic. As a result, film distributors have postponed new film theatrical releases and/or shortened the period of

theatrical exclusivity (the “window”) and reduced the number of theatrically released motion pictures. Theatrical

releases may continue to be postponed and windows shortened while the box office suffers from COVID-19 impacts. As

a result of the reduction in theatrical film releases, we have licensed and exhibited a larger number of previously released

films that have lower film rental terms. We have made adjustments to theatre operating hours to align screen availability

and associated theatre operating costs with attendance levels for each theatre.

During the year ended December 31, 2022, films licensed from our seven largest movie studio distributors

based on revenues accounted for approximately 88% of our U.S. admissions revenues, which consisted of Universal,

Disney, Paramount, Warner Bros., Sony, 20th Century Studios, and Lionsgate. In Europe, approximately 73% of our box

office revenue came from films attributed to our four largest distributor groups; which consisted of Disney, Universal,

Warner Bros, 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.

Movie Screens

The following table provides detail with respect to digital delivery, 3D enabled projection, large screen formats,

such as IMAX

and our proprietary Dolby Cinema™, other Premium Large Format (“PLF”) screens, enhanced food and

beverage offerings and our premium seating as deployed throughout our circuit:

U.S. Markets

International Markets

Number of Screens Number of Screens

As of As of

Format December 31, 2022 December 31, 2021

December 31, 2022 December 31, 2021

IMAX® ................................ 186 186 35 38

Dolb

Cinema

......................... 156 154 9 8

Other Premium Lar

e Format ("PLF") ....... 57 56 83 77

Dine-in theatres .......................... 684 729 13 13

Premium seatin

......................... 3,503 3,395 621 572

As of December 31, 2022, AMC was the largest IMAX

exhibitor in the U.S. with a 55% market share. Each

one of our IMAX

local installations is protected by geographic exclusivity, and as of December 31, 2022, our IMAX

screen count was 96% greater than our closest competitor. Additionally, as of December 31, 2022, our per screen grosses

were 22% higher than our closest competition. We also operate 35 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 leading IMAX

exhibitor in the

United Kingdom and Europe. During the year ended December 31, 2022, we closed three IMAX screens in Europe.

As of December 31, 2022, we operated 156 Dolby Cinema™ at AMC auditoriums in the U.S. and nine 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.

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

and/or Dolby Cinema™. Therefore, it may be especially relevant in smaller or more price-sensitive markets. As

of December 31, 2022, we operated 57 screens under proprietary PLF brand names in the U.S. markets and 83 in the

International markets.

Guest Amenities

As part of our long-term strategy, we seek to continually upgrade the quality of our theatre circuit through

substantial renovations featuring our seating concepts, acquisitions, new builds (including expansions), expansion of

food and beverage offerings (including Dine-In Theatres), and by disposing of older screens through closures and sales.

Our capital allocation strategy will be driven by the cash generation of our business and will be contingent on a required

return threshold. We believe we are an industry leader in the development and operation of theatres. Typically, our

theatres have 11 or more screens and offer amenities to enhance the movie-going experience, such as stadium seating

providing unobstructed viewing, digital sound and premium seat design.

Recliner seating is the key feature of theatre renovations. We believe that maximizing comfort and

convenience for our customers will be increasingly necessary to maintain and improve our relevance. These renovations,

in conjunction with capital contributions from our landlords, involve stripping theatres to their basic structure in order to

replace finishes throughout, upgrading the sight and sound experience, installing modernized points of sale and, most

importantly, replacing traditional theatre seats with plush, electric recliners that allow customers to deploy a leg rest and

fully recline at the push of a button. Upon reopening a remodeled theatre, we typically increase the ticket price to reflect

the enhanced consumer experience.

As of December 31, 2022, in our U.S. markets we featured recliner seating in approximately 361 U.S. theatres,

including Dine-In Theatres, totaling approximately 3,503 screens and representing 45.8% of total U.S. screens. In our

International markets, as of December 31, 2022, we had recliner seating in approximately 96 International theatres,

totaling approximately 621 screens and representing 22.0% of total International screens.

Open-source internet ticketing makes our AMC seats (approximately 1.0 million as of December 31, 2022) in

all our U.S. theatres and auditoriums for all our showtimes as available as possible, on as many websites as possible. Our

tickets are currently on sale either directly or through mobile apps, at our own website and our mobile apps and other

third-party ticketing vendors. For the year ended December 31, 2022, approximately 66% of our tickets were purchased

online in the U.S., with approximately 81% of total online tickets being purchased through AMC’s website or mobile

app.

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.

Our MacGuffins Bar and Lounges (“MacGuffins”) give us an opportunity to engage our legal age customers.

As of December 31, 2022, we offer alcohol in approximately 357 AMC theatres in the U.S. markets and 236 theatres in

our International markets and continue to explore expansion globally.

Loyalty Programs and Other Marketing

In our U.S. markets, we begin the process of engagement with AMC 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™ for a flat annual membership fee and a non-paid tier called

AMC Stubs 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 recorded as revenues along

with associated cost of goods. We estimate 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 recorded 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 recorded as the rights are redeemed or expire.

AMC Stubs

A-List is our monthly subscription-based tier of our AMC 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 already seen movies from $19.95 to $24.95 per month depending upon geographic market. AMC Stubs® A-List

also includes premium offerings including IMAX®, Dolby Cinema™ at AMC, RealD, Prime and other proprietary PLF

brands. AMC Stubs® A-List members can book tickets online in advance and select specific seats at AMC Theatres with

reserved seating. Upon the temporary suspension of theatre operations due to the COVID-19 pandemic, all monthly A-

List subscription charges were put on hold. As we reopened theatres, A-List members had the option to reactivate their

subscription, which restarted the monthly charge for the program.

As of December 31, 2022, we had approximately 28,200,000 member households enrolled in AMC Stubs® A-

List, AMC Stubs Premiere™ and AMC Stubs Insider™ programs, combined. Our AMC Stubs® members represented

approximately 43% of AMC U.S. markets attendance during the year ended December 31, 2022. Our large database of

identified movie-goers also provides us with additional insight into our customers’ movie preferences. This enables us to

have a larger, more personalized and targeted marketing effort.

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

The movie-goers can earn points for spending money at the theatre, and those points can be redeemed for tickets and

concession items at a later date. We currently have more than 14,400,000 members in our various International loyalty

programs.

Our marketing efforts are not limited to our loyalty program as 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 response to the COVID-19 pandemic, AMC’s robust online and mobile platforms in our U.S. markets offer

customers the safety and convenience of enhanced social distancing by allowing them to purchase tickets and concession

items online, avoid the ticket line, and limit other high-touch interactions with AMC employees and other guests. Online

and mobile platforms are also available in our International markets.

Significant Transactions

Equity Distribution Agreement. On September 26, 2022, we entered into an equity agreement (the “Equity

Distribution Agreement”) with Citigroup Global Markets Inc., as a sales agent (“Sales Agent”), to sell up to 425.0

million shares of our AMC Preferred Equity Units, from time to time, through an “at-the-market” offering program (the

“Offering”). Subject to terms and conditions of the Equity Distribution Agreement, the Sales Agent will use reasonable

efforts consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the

NYSE to sell the AMC Preferred Equity Units from time to time based upon our instructions for the sales, including any

price, time or size limits specified by us. We intend to use the net proceeds, if any, from the sale of AMC Preferred

Equity Units pursuant to the Equity Distribution Agreement to repay, refinance, redeem or repurchase our existing

indebtedness (including expenses, accrued interest and premium, if any) and otherwise for general corporate purposes.

We raised gross proceeds of approximately $228.8 million during the year ended December 31, 2022, through

its at-the-market offering of approximately 207.7 million shares of its 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.

See Note 16—Subsequent Events for information about additional AMC Preferred Equity Unit issuances.

AMC Preferred Equity Units. On August 4, 2022, we announced that the Board of Directors declared a

special dividend of one AMC Preferred 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 is a depositary share and represents an interest in one one-hundredth (1/100

)

of a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit

agreement. We have 50,000,000 Preferred Stock shares authorized, 10,000,000 of which have currently been allocated

and 7,245,872 have been issued under the depositary agreement as Series A Convertible Participating Preferred Stock,

leaving 40,000,000 unallocated Preferred Stock shares. Each AMC Preferred Equity Unit is designed to have the same

economic and voting rights as a share of Class A common stock. Trading of the AMC Preferred Equity Units on the

NYSE began on August 22, 2022 under the ticker symbol “APE”. 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. Accordingly, all

references to made to share, per share, or common share amounts in the accompanying consolidated financial statements

and applicable disclosures include Class A common stock and AMC Preferred Equity Units and have been retroactively

adjusted to reflect the effects of the special dividend as a stock split. See Note 9—Stockholders’ Equity and Note 15—

Loss Per Share in the Notes to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further

information.

Investment in Hycroft. On March 14, 2022, we purchased 23.4 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 $1.193 per unit. Each warrant is exercisable

for one common share of Hycroft at a price of $1.068 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 income. During the year ended December 31, 2022, the Company recorded unrealized losses related to the

investment in Hycroft of $6.3 million 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.

Debt Repurchases. During the year ended December 31, 2022, we 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, we 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. These repurchases included a purchase of $15.0

million aggregate principal of the Second Lien Notes due 2026 from Antara, which subsequently became a related party

on February 7, 2023, for $5.9 million and a gain on extinguishment of $12.0 million.

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.

Share issuances. During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, we

entered into various equity distribution agreements with sales agents to sell shares of our Class A common stock

(“Common Stock”) and AMC Preferred Equity Units, from time to time, through “at-the-market” offering programs.

Subject to the terms and conditions of the equity distribution agreements, the sales agents will use reasonable efforts

consistent with their normal trading and sales practices, applicable law and regulations, and the rules of the NYSE to sell

the Common Stock and AMC Preferred Equity Units from time to time based upon the Company’s instructions for the

sales, including any price, time or size limits specified by the Company. The Company intends to use the net proceeds,

from the sale of Common Stock and AMC Preferred Equity Units pursuant to the equity distribution agreements to

repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and

premium, if any), capital expenditures and otherwise for general corporate purposes.

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, we paid fees to the

sales agents of approximately $5.7 million, $40.3 million and $8.1 million, respectively. During the year ended

December 31, 2021, we paid other fees of $0.8 million.

The gross proceeds raised from the “at-the-market” sale of Common Stock and AMC Preferred Equity Units

during the years ended December 31, 2022, December 31, 2021 and December 31, 2020, are summarized in the table

below:

"At-the-market"

Equity Distribution

Agreement Dates Sales Agents

Number of Class

A common stock

shares sold (in

millions)

Number of AMC

Preferred Equity

Units sold (in

millions)

Gross

Proceeds

(in millions)

September 24, 2020

Citigroup Global Markets Inc. and Goldman

Sachs & Co. LLC ........................ 15.0 15.0 $56.1

October 20, 2020

Citigroup Global Markets Inc. and Goldman

Sachs & Co. LLC ........................ 15.0 15.0 41.6

ovember 10, 2020

Goldman Sachs & Co. LLC and B. Riley

Securities, Inc. . . . . . . . . . . . . . . . . . . . . . ..... 20.0 20.0 61.4

December 11, 2020

Goldman Sachs & Co. LLC and B. Riley

Securities, Inc. (1) . . . . . . . . . . . . . . . . . . ..... 40.93 40.93 113.7

Total

ear ended December 31, 2020 ......... 90.93 90.93 $272.8

December 11, 2020

Goldman Sachs & Co. LLC and B. Riley

Securities, Inc. (1) . . . . . . . . . . . . . . . . . . ..... 137.07 137.07 352.6

Januar

25, 2021

Goldman Sachs & Co. LLC and B. Riley

Securities, Inc. . . . . . . . . . . . . . . . . . . . . . ..... 50.0 50.0 244.3

April 27, 2021

Goldman Sachs & Co. LLC, B. Riley

Securities, Inc. and Citigroup Global

Markets Inc. (2) ......................... 43.0 43.0 427.5

June 3, 2021

B. Riley Securities, Inc. and Citigroup

Global Markets Inc. ...................... 11.55 11.55 587.4

Total

ear ended December 31, 2021 ......... 241.62 241.62 $1,611.8

September 26, 2022 Citi

roup Global Markets Inc................ - 207.75 228.8

Total

ear ended December 31, 2022 ......... - 207.75 $228.8

(1) On December 11, 2020, the Company entered into an equity distribution agreement with Goldman Sachs & Co.

LLC and B. Riley Securities, Inc., as sales agents to sell up to 178.0 million shares of the Company’s Common

Stock and 178.0 million AMC Preferred Equity Units, of which approximately 40.93 million shares of

Common Stock and 40.93 shares of AMC Preferred Equity Units were sold and settled during December 2020

and approximately 137.07 million shares of Common Stock and 137.07 million shares of AMC Preferred

Equity Units were sold and settled during the year ended December 31, 2021.

(2) Included in the Common Stock shares and AMC Preferred Equity Unit shares sold of 43.0 million each was the

reissuance of treasury stock shares of approximately 3.7 million shares. Upon the sales of treasury stock, the

Company reclassified amounts recorded in treasury stock to additional paid-in capital of $37.1 million and loss

of $19.3 million to retained earnings during the year ended December 31, 2021.

Common Stock issuance to Mudrick. On June 1, 2021, we issued to Mudrick 8.5 million shares of our

Common Stock and 8.5 million shares of our AMC Preferred Equity Units and raised gross proceeds of $230.5 million

and paid fees of approximately $0.1 million related to this transaction. We issued the shares in reliance on an exemption

from registration provided by section 4(a)(2) of the Securities Act of 1933. We intend to use the proceeds from the share

sale primarily for the pursuit of value creating acquisitions of theatre assets and leases, as well as investments to enhance

the consumer appeal of our theatres. In addition, with these funds, we intend to continue exploring deleveraging

opportunities.

Baltics theatre sale agreement. On August 28, 2020, we entered into an agreement to sell our equity interest in

Forum Cinemas OU, which consists of nine theatres located in the Baltics region (Latvia, Lithuania and Estonia) and is

included in our 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 us to further increase our liquidity and strengthen our balance sheet at a transaction multiple that

demonstrates that market participants ascribe positive value to the business. 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.

We 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. We 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, we 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, our noncontrolling interest of 49% in Lithuania and Estonia was $26.9

million.

During the year ended December 31, 2021, we 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 our noncontrolling interest in Forum Cinemas OU. We recorded the net

gain from the sale of our 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.

Exchange Offers. On July 31, 2020, we closed our previously announced Exchange Offer for our Existing

Senior Subordinated Notes for new Second Lien Notes due 2026 and reduced the principal amount of the Company’s

total debt by approximately $555 million, which represented approximately 23.9% of the previously outstanding amount

of the Company’s subordinated notes. We raised $300 million in additional cash from the issuance of First Lien Notes

due 2026, prior to deducting discounts of $30.0 million and deferred financing costs paid to lenders of $6.0 million.

Additionally, certain holders of the Company’s Existing Senior Subordinated Notes that agreed to backstop the offering

of $200 million of the Company’s First Lien Notes due 2026 received five million common shares, or 4.6% of AMC’s

outstanding shares on July 31, 2020, worth $20.2 million at the market closing price on July 31, 2020 and five million

shares of AMC Preferred Equity Units. The closing of the Exchange Offer also allowed us to extend maturities on

approximately $1.7 billion of debt to 2026, most of which was maturing in 2024 and 2025 previously. Interest due for

the coming 12 to 18 months on the Second Lien Notes due 2026 is expected to be paid all or in part on an in-kind basis,

thereby generating a further near-term cash savings for us of between approximately $120 million and $180 million. 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.

We performed an assessment on a lender by lender basis to identify certain lenders that met the criteria for

troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”) as

we were experiencing financial difficulties and the lenders granted us a concession. The portion of the loans that did not

meet the assessment of TDR under ASC 470-60 were treated as modifications. We accounted for the exchange of

approximately $1,782.5 million principal amount of our Existing Senior Subordinated Notes for approximately $1,289.1

million principal amount of the Second Lien Notes due 2026 as TDR. We accounted for the exchange of the remaining

approximately $235.0 million principal amount of our Existing Senior Subordinated Notes for approximately $173.2

million principal amount of the Second Lien Notes due 2026 as a modification of debt as the lenders did not grant a

concession and the difference between the present value of the old and new cash flows was less than 10%. The TDR and

modification did not result in a gain recognition and we established new effective interest rates based on the carrying

value of the Existing Subordinated Notes and recorded the new fees paid to third parties of approximately $39.3 million

in other expense, during the year ended December 31, 2020.

We realized $1.2 billion of cancellation of debt income (“CODI”) in connection with our 2020 debt

restructuring. As a result, $1.2 billion of our federal net operating losses were eliminated due to tax attribute reduction to

offset the CODI. The loss of these attributes may adversely affect our cash flows and therefore our ability to service our

indebtedness.

Selected Financial Data

Year Ended

December 31,

(In millions, except operating data) 2022 2021 2020 2019 2018

Statement of Operations Data:

Revenues:

Admissions ................................................ $ 2,201.4 $ 1,394.2 $ 712.1 $ 3,301.3 $ 3,385.0

Food and beverage ........................................... 1,313.7 857.3 362.4 1,719.6 1,671.5

Other revenue .............................................. 396.3 276.4 167.9 450.1 404.3

Total revenues ............................................ 3,911.4 2,527.9 1,242.4 5,471.0 5,460.8

Operating Costs and Expenses:

Film exhibition costs ......................................... 1,051.7 607.7 322.7 1,699.1 1,710.2

Food and beverage costs ...................................... 228.6 137.9 88.8 278.7 270.9

Operating expense, excluding depreciation and amortization below ...... 1,528.4 1,141.8 856.0 1,686.6 1,654.7

Ren

..................................................... 886.2 828.0 884.1 967.8 797.8

General and administrative:

Merger, acquisition and othe

costs(1) ........................... 2.1 13.7 24.6 15.5 31.3

Other, excluding depreciation and amortization below............... 207.6 226.6 156.7 153.0 179.3

Depreciation and amortization .................................. 396.0 425.0 498.3 450.0 537.8

Impairment of long-lived assets, definite and indefinite-lived intangible

assets and goodwill(2) ...................................... 133.1 77.2 2,513.9 84.3 13.8

Operating costs and expenses ................................... 4,433.7 3,457.9 5,345.1 5,335.0 5,195.8

Operating income (loss) ....................................... (522.3) (930.0) (4,102.7) 136.0 265.0

Other expense (income)(3) ...................................... . 53.6 (87.9) 28.9 13.4 (108.1)

Interest expense:

Corporate borrowings ........................................ 336.4 414.9 311.0 292.8 262.3

Capital and financing lease obligations ............................ 4.1 5.2 5.9 7.6 38.5

Non-cash NCM exhibitor services agreement(4) ................... . . 38.2 38.0 40.0 40.4 41.5

Equity in (earnings) losses of non-consolidated entities(5) ................ 1.6 (11.0) 30.9 (30.6) (86.7)

Investment expense (income)(6) ................................. . . 14.9 (9.2) 10.1 (16.0) (6.2)

Earnings (loss) before income taxes ................................. (971.1) (1,280.0) (4,529.5) (171.6) 123.7

Income tax provision (benefit)(7) ................................... 2.5 (10.2) 59.9 (22.5) 13.6

et earnings (loss) ............................................. (973.6) (1,269.8) (4,589.4) (149.1) 110.1

Less: Net loss attributable to noncontrolling interests .................

—

(0.7) (0.3)

—

et earnings (loss) attributable to AMC Entertainment Holdings, Inc. ....... $ (973.6) $ (1,269.1) $ (4,589.1) $ (149.1) $ 110.1

Earnings (loss) per share attributable to AMC Entertainment Holdings, Inc.'s

common stockholders:

Basic ..................................................... $ (0.93) $ (1.33) $ (19.58) $ (0.72) $ 0.46

Diluted ................................................... $ (0.93) $ (1.33) $ (19.58) $ (0.72) $ 0.21

Average shares outstanding

Basic (in thousands) ......................................... 1,047,689 954,820 234,424 207,664 241,242

Diluted (in thousands) ........................................ 1,047,689 954,820 234,424 207,664 260,210

Dividends declared per basic and diluted common share .................. $ 0.00 $ 0.00 $ 0.02 $ 0.40 $ 1.18

Year Ended

December 31,

(In millions, except operating data) 2022 2021 2020 2019 2018

Balance Sheet Data (at period end):

Cash and cash equivalents .................................... $ 631.5 $ 1,592.5 $ 308.3 $ 265.0 $ 313.3

Corporate borrowings ....................................... 5,140.8 5,428.0 5,715.8 4,753.4 4,723.0

Other long-term liabilities(8) .................................. 105.1 165.0 241.3 195.9 963.1

Capital and financing lease obligations ........................ . . 58.8 72.7 96.0 99.9 560.2

AMC Entertainment Holdings, Inc.'s stockholder’s equity (deficit)...... (2,624.5) (1,789.5) (2,885.1) 1,214.2 1,397.6

Total assets ............................................... 9,135.6 10,821.5 10,276.4 13,675.8 9,495.8

Other Data:

et cash provided by (used in) operating activities .................. $ (628.5) $ (614.1) $ (1,129.5) $ 579.0 $ 523.2

Capital expenditures ........................................ (202.0) (92.4) (173.8) (518.1) (576.3)

Screen additions ........................................... 51 82 63 85 89

Screen acquisitions ......................................... 157 140 14 70 39

Screen dispositions ......................................... 323 166 593 210 211

Construction openings (closures), net .......................... . . 27 (37) 18 5 5

Average screens

—

continuing operations(9) ....................... 10,118 8,998 5,049 10,669 10,696

umber of screens operated ................................... 10,474 10,448 6,048 11,041 11,091

umber of theatres operated .................................. 940 930 503 1,004 1,006

Total number of circuit screens ................................ 10,474 10,562 10,543 11,041 11,091

Total number of circuit theatres ............................... . 940 946 950 1,004 1,006

Screens per theatre ......................................... 11.1 11.2 11.1 11.0 11.0

Attendance (in thousands)

—

continuing operations(9) ................ 200,965 128,547 75,190 356,443 358,901

(1) 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. The year ended December 31, 2018

includes the write-off of $8.0 million of deferred costs related to an Odeon proposed public offering and

$6.3 million of expense related to an arbitration ruling on a pre-acquisition date rent dispute for Odeon.

(2) 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. During the fourth quarter of

2018, we recorded non-cash impairment losses of $13.8 million on 13 theatres in the U.S. markets with

150 screens and on 15 theatres in the International markets with 118 screens.

(3) 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 due 2023, 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. During

the year ended December 31, 2018, other income of $108.1 million is primarily due to $66.4 million of

income for the decrease in the fair value of the derivative liability related to the embedded conversion

feature for the Convertible Notes and $45.0 million of income for the increase in fair value of the derivative

asset related to the contingent call option for the cancellation of additional shares of Class B common stock

in the Stock Purchase and Cancellation Agreement with Wanda. See Note 8—Corporate Borrowings and

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

for further information regarding the derivative liability related to the embedded conversion feature, the

call option for the cancellation of additional shares of Class B common stock.

(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.

Upon adoption of ASC 606 in year 2018, our advertising revenues have significantly increased with a

similar offsetting increase in non-cash interest expense.

(5) 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. Equity in earnings for the year ended December 31,

2018 includes a $28.9 million gain on the sale of all of our remaining interest in NCM and a $30.1 million

gain related to the Screenvision merger.

(6) 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, 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) Other long-term liabilities exclude operating lease liabilities, which were recorded to operating lease

liabilities in the consolidated balance sheets effective in year 2019 upon adoption of ASC 842, Leases.

(9) 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, indefinite-lived intangible assets and other

intangible assets and theatre assets (including operating lease right-of-use lease assets) whenever events or changes in

circumstances indicate that the carrying amount of the assets may not be fully recoverable.

Critical estimates. There are a number of estimates and significant judgments that are made by management in

performing impairment evaluations of long-lived assets. Such judgments and estimates include estimates of future

attendance, revenues, rent relief, cost savings, cash flows, capital expenditures, and the cost of capital, among others.

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 operating performance. Our

projections assume that attendance will continue to gradually improve from 2022 levels to the point of approaching

historical levels. Our projections have considered the risks of a shortened theatrical window and direct to consumer

releases although on a more limited basis. These assumptions, among others, inform the 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.

To estimate fair value of our indefinite-lived trade names, we employed a derivation of the Income Approach

known as the Royalty Savings Method. The Royalty Savings Method values an intangible asset by estimating the

royalties saved through ownership of the asset.

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, future

impairments are possible and they may be material, based upon business conditions that are constantly changing and the

competitive business environment in which we operate.

Our Current Long-lived Asset Impairment related Estimates and Changes in those Estimates. 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, 2022, related cash flows were discounted at 10.0% for the Domestic Theatres

and 12.5% for the International Theatres, at December 31, 2021, related cash flows were discounted at 10.0% for

Domestic Theatres and 11.5% for International Theatres.

There were no intangible asset impairment charges incurred during the years ended December 31, 2022 and

December 31, 2021.

At December 31, 2020, September 30, 2020 and March 31, 2020, we performed quantitative impairment

evaluations of our indefinite-lived intangible assets related to the AMC, Odeon and Nordic trade names and recorded

impairment charges of $12.5 million related to Odeon trade name and $2.7 million related to Nordic for the year ended

December 31, 2020. No impairment charges were recorded related to the AMC trade name for the year ended December

31, 2020. At December 31, 2020, September 30, 2020 and March 31, 2020, we applied royalty rates of 0.5% for AMC

and Odeon trade names and 1.0% for Nordic trade names to the related theatre revenues on an after-tax basis using

effective tax rates. At December 31, 2020, related cash flows were discounted at 12.0% for AMC and 13.5% for Odeon

and Nordic, at September 30, 2020, related cash flows were discounted at 13.0% for AMC and 14.0% for Odeon and

Nordic, and at March 31, 2020, related cash flows were discounted at 12.5% for AMC and 14.0% for Odeon and Nordic.

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. The impairment test for goodwill involves estimating the fair value of the reporting unit and

comparing that value to our carrying 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.

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 did not weigh any of the enterprise valuation methodology on the market approach in 2020. We believe that

using 100% income approach provided a more reasonable measurement of the enterprise value basis at December 31,

2020. Due to the volatility and unreliability in the market multiples, the lack of standalone Domestic and International

public theatre companies, and the temporary suspension of operations due to the COVID-19 pandemic and the current

impact on Adjusted EBITDA, we did not believe that placing any weight on the market approach was appropriate for

this valuation.

Assumptions and judgment. Our projections assume that attendance will continue to gradually improve from

2022 levels to the point of approaching historical levels. Our projections have considered the risks of a shortened

theatrical window and direct to consumer releases, although on a more limited basis. These assumptions, among others,

inform the considerable amount of management judgment with respect to cash flow estimates and appropriate discount

rates to be used in determining the fair value of our reporting units. Other factors that could lead to impairment of our

goodwill include adverse industry or economic trends, declines in the market price of our Common Stock and AMC

Preferred Equity Units and our debt instruments, all of which we utilize in establishing the estimates underlying these

values. There is considerable management judgment with respect to cash flow estimates and discount rates to be used in

estimating fair value, many of which are classified as Level 3 in fair value hierarchy.

Declines in the operating performance of our Domestic and International Theatres, the fair value of our debt,

and the trading price of our Common Stock and AMC Preferred Equity Units, together with small changes in other key

input assumptions, and/or other events or circumstances could occur and could have a significant impact on the

estimated fair values of our reporting units. Examples of adverse events or circumstances that could change include

(i) the potential for political, social, or economic unrest, terrorism, hostilities, cyber-attacks or war, including the conflict

between Russia and Ukraine; (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; (iv) negative or overall declining financial

performance compared with our actual and projected results of relevant prior periods; (v) further declines in the fair

value of our debt, and (vi) a further sustained decrease in the price of our common shares and/or our preferred equity

units.

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. If we are 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, future impairments are possible and they may be material, based upon

business conditions that are constantly changing and the competitive business environment in which we operate.

Our Current Goodwill Estimates and Changes in those Estimates. As further described below, we recorded

impairment charges as of March 31, 2020, September 30, 2020, and December 31, 2020 due to significant decreases in

our market enterprise value. Our enterprise market capitalization increased and there were no other triggering events

during 2022. At our goodwill impairment annual assessment date, October 1, 2022, we performed a qualitative

impairment test to evaluate whether it is more likely than not that the fair value of its two reporting units was less than

their respective carrying amounts as of its annual assessment date. We concluded that it was not more likely than not that

the fair value of either of our two reporting units had been reduced below their respective carrying amounts.

For calendar year 2020, we performed an assessment in accordance with ASC 350-20-35-30 to determine

whether there were any events or changes in circumstances that would warrant an interim ASC 350 impairment analysis

as of December 31, 2020, September 30, 2020, June 30, 2020, and March 31, 2020.

Based on the suspension of operations at all of our theatres on or before March 17, 2020 due to the COVID-19

pandemic during the first quarter of 2020, the suspension of operations during the second and third quarters of 2020, the

temporary suspension of operations of certain of our International Theatres during the fourth quarter of 2020 again after

operations had previously been resumed, and the further delay or cancellation of film releases than originally estimated,

we performed the Step 1 quantitative goodwill impairment test as of March 31, 2020, September 30, 2020, and

December 31, 2020. In performing those Step 1 quantitative goodwill impairment tests, we used an enterprise value

approach to measure fair value of the reporting units. The enterprise fair value of the Domestic Theatres and

International Theatres reporting units was less than their carrying values as of March 31, 2020 and September 30, 2020,

and the fair value of the International Theatres reporting unit was less than its fair value as of December 31, 2020 and

goodwill impairment charges of $1,276.1 million and $1,030.3 million, were recorded during the year ended

December 31, 2020 for our Domestic Theatres and International Theatres reporting units, respectively.

Key rates used in the income approach were as follows:

Measurement Domestic International

Description Date Theatres Theatres

Income approach:

Wei

hted avera

e cost of capital/discount rate . . . . . . . . . ......... December 31, 2020 11.0% 12.5%

Lon

-term

rowth rate ...................................... December 31, 2020 1.0% 1.0%

Wei

hted avera

e cost of capital/discount rate . . . . . . . . . ......... September 30, 2020 12.0% 13.0%

Lon

-term

rowth rate ...................................... September 30, 2020 1.0% 1.0%

Wei

hted avera

e cost of capital/discount rate . . . . . . . . . ......... March 31, 2020 11.5% 13.0%

Lon

-term

rowth rate ...................................... March 31, 2020 2.0% 2.0%

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, 2022, our federal income tax loss

carryforwards were approximately $1,712.5 million, our state income tax loss carryforwards were approximately

$2,293.2 million, and our foreign income tax loss carryforwards were approximately $878.5 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, 2022, we had a total valuation allowance of $1,513.0 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.

During the first quarter of 2020, the severe impact of the COVID-19 pandemic on operations in Germany and

Spain caused us to conclude the realizability of deferred tax assets held in those jurisdictions does not meet the more

likely than not standard. As such, a charge of $33.1 million and $40.1 million was recorded for Germany and Spain,

respectively. At December 31, 2020, we determined that it was appropriate to record a valuation allowance on the

disallowed interest carryforward in Sweden as the realizability of this deferred tax asset in this jurisdiction does not meet

the more likely than not standard. As such, the overall net tax benefit on Sweden was reduced by a charge of $3.7

million. During 2021, we recorded a valuation allowance on all other deferred tax assets in Sweden, resulting in a charge

of less than $1 million. With the exception of Finland, all other international jurisdictions carried valuation allowances

against their deferred tax assets at the end of 2022.

On July 31, 2020, we completed our private offers to exchange our Existing Subordinated Notes for newly

issued Second Lien Notes due 2026. Due to the terms of that exchange, we were required to recognize CODI for US tax

purposes on the difference between the face value of debt exchanged and the fair market value of the new debt issued.

We determined that we should recognize $1.2 billion of CODI for tax purposes. Further, we concluded that the level of

our insolvency at July 31, 2020 exceeded the indicated amount of CODI resulting from the debt exchange, which

allowed us to reduce our tax attributes rather than recognize current taxable income. As a result, $1.2 billion of our net

operating losses have been eliminated due to tax attribute reduction. See Note 8—Corporate Borrowings and Finance

Lease Liabilities and Note 10—Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8

thereof, for further information.

Leases. Under ASC Topic 842, lessees are required to recognize a right-of-use asset and a lease liability for

virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability is equal to the

present value of lease payments. The asset is based on the liability, subject to certain adjustments, such as for lease

incentives. For financial presentation purposes, a dual model was retained, requiring leases to be classified as either

operating or finance leases. Operating leases result in straight-line expense (similar to operating leases under the prior

accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the

prior accounting standard).

Critical estimates. We used our incremental borrowing rate to calculate the present value of our future

operating lease payments, which was determined using a portfolio approach based on the rate of interest that we would

have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term since the

leases do not provide a determinable implicit rate.

Assumptions and judgment. Estimating the incremental borrowing rate for operating leases is subjective when

reviewing the reasonableness of the inputs and rates applied to each lease.

Impact if actual results differ from assumptions. A 100-basis point increase in the incremental borrowing rate

would have decreased total operating lease liabilities by approximately $187.7 million and a 100-basis point decrease in

weighted average discount rate would have increased total operating lease liabilities by approximately $200.5 million.

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) 2022 2021

Chan

2022 2021

Chan

2022 2021

Chan

Revenues

Admissions ................... $ 1,642.2 $ 1,016.5 61.6 % $ 559.2 $ 377.7 48.1 % $ 2,201.4 $ 1,394.2 57.9 %

Food and beverage .............. 1,055.7 677.1 55.9 % 258.0 180.2 43.2 % 1,313.7 857.3 53.2 %

Other theatre .................. 263.8 182.2 44.8 % 132.5 94.2 40.7 % 396.3 276.4 43.4 %

Total revenues ............... 2,961.7 1,875.8 57.9 % 949.7 652.1 45.6 % 3,911.4 2,527.9 54.7 %

Operating Costs and Expenses

Film exhibition costs ............ 831.4 460.6 80.5 % 220.3 147.1 49.8 % 1,051.7 607.7 73.1 %

Food and beverage costs ......... 165.1 95.9 72.2 % 63.5 42.0 51.2 % 228.6 137.9 65.8 %

Operating expense, excluding

depreciation and amortization

elow ...................... 1,110.5 833.9 33.2 % 417.9 307.9 35.7 % 1,528.4 1,141.8 33.9 %

Ren

........................ 666.5 614.2 8.5 % 219.7 213.8 2.8 % 886.2 828.0 7.0 %

General and administrative expense:

Merger, acquisition and other costs . 2.7 9.0 (70.0)% (0.6) 4.7 * % 2.1 13.7 (84.7)%

Other, excluding depreciation and

amortization below ............ 142.4 158.4 (10.1)% 65.2 68.2 (4.4)% 207.6 226.6 (8.4)%

Depreciation and amortization ........ 312.2 321.2 (2.8)% 83.8 103.8 (19.3)% 396.0 425.0 (6.8)%

Impairment of long-lived assets ....... 73.4 61.3 19.7% 59.7 15.9 *% 133.1 77.2 72.4 %

Operating costs and expenses ...... 3,304.2 2,554.5 29.3 % 1,129.5 903.4 25.0 % 4,433.7 3,457.9 28.2 %

Operating loss .................... (342.5) (678.7) (49.5)% (179.8) (251.3) (28.5)% (522.3) (930.0) (43.8)%

Other expense (income):

Other expense (income) .......... 52.0 9.2 *% 1.6 (97.1) *% 53.6 (87.9) * %

Interest expense:

Corporate borrowings .......... 267.3 349.2 (23.5)% 69.1 65.7 5.2 % 336.4 414.9 (18.9)%

Finance lease obligations ....... 0.4 0.7 (42.9)% 3.7 4.5 (17.8)% 4.1 5.2 (21.2)%

Non-cash NCM exhibitor service

agreement ................. 38.2 38.0 0.5%

—

% 38.2 38.0 0.5 %

Equity in (earnings) loss of non-

consolidated enti

ies ........... (4.3) (13.7) (68.6)% 5.9 2.7 *% 1.6 (11.0) * %

Investment expense (income) ...... 15.0 (3.7) *% (0.1) (5.5) (98.2)% 14.9 (9.2) * %

Total other expense (income), net . 368.6 379.7 (2.9)% 80.2 (29.7) * % 448.8 350.0 28.2 %

et loss before income taxes ......... (711.1) (1,058.4) (32.8)% (260.0) (221.6) 17.3 % (971.1) (1,280.0) (24.1)%

Income tax provision (benefit) ........ 0.9 (9.4) *% 1.6 (0.8) * % 2.5 (10.2) * %

et loss ......................... (712.0) (1,049.0) (32.1)% (261.6) (220.8) 18.5 % (973.6) (1,269.8) (23.3)%

Less: Net loss attributable to

noncontrolling interests ..........

—

(0.7) * %

—

(0.7) * %

et loss attributable to AMC

Entertainment Holdings, Inc. ....... $ (712.0) $ (1,049.0) (32.1)% $ (261.6) $ (220.1) 18.9 % $ (973.6) $ (1,269.1) (23.3)%

* Percentage change in excess of 100%.

U.S. Markets International Markets Consolidated

Year Ended Year Ended Year Ended

December 31, December 31, December 31,

2022 2021 2022 2021 2022 2021

Operating Data:

Screen additions ............................. 12 34 39 48 51 82

Screen acquisitions ........................... 132 134 25 6 157 140

Screen dispositions ........................... 256 66 67 100 323 166

Construction openings (closures), net ............. 5 (15) 22 (22) 27 (37)

Average screens(1) ........................... 7,635 7,341 2,483 1,657 10,118 8,998

Number of screens operated .................... 7,648 7,755 2,826 2,693 10,474 10,448

Number of theatres operated .................... 586 593 354 337 940 930

Total number of circuit screens .................. 7,648 7,755 2,826 2,807 10,474 10,562

Total number of circuit theatres ................. 586 593 354 353 940 946

Screens per theatre ........................... 13.1 13.1 8.0 8.0 11.1 11.2

Attendance (in thousands)(1) ................... 141,376 91,102 59,589 37,445 200,965 128,547

(1) Includes consolidated theatres only and excludes screens offline due to construction and temporary suspension

of operations as consequence of the COVID-19 pandemic.

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.

During the year ended December 31, 2022, Adjusted EBITDA in the U.S. markets was $59.6 million compared

to $(250.6) million during the year ended December 31, 2021. The year-over-year improvement was primarily due to the

decreased net loss driven by an increase in attendance primarily due to the COVID-19 pandemic impact on the prior year

which resulted in the temporary suspension or limited operations at our theatres, deterred customers from attending our

theatres when we resumed operations, and prompted film distributors to delay or alternatively distribute films, and lifting

of seat restrictions, increases in package ticket and gift card breakage, partially offset by increases in operating costs due

to the increase in attendance, increases in rent expense, decreases in cash distributions from equity method investees,

decreases in government assistance and increases in general and administrative expenses excluding stock-based

compensation. During the year ended December 31, 2022, Adjusted EBITDA in the International markets was $(13.0)

million compared to $(41.1) million during the year ended December 31, 2021. The year-over-year improvement was

primarily due to the decreased net loss driven by an increase in attendance primarily due to the COVID-19 pandemic

impact on the prior year and lifting of seat restrictions, partially offset by increases in operating costs due to the increase

in attendance and utilities costs, decreases in government assistance, decreases in attributable EBITDA from equity

investments in theatre operations and increases in rent expense. During the year ended December 31, 2022, Adjusted

EBITDA in the U.S. markets and International markets was $46.6 million compared to $(291.7) million during the year

ended December 31, 2021, 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, 2022 December 31, 2021

U.S. markets ........................................................ $ 59.6 $ (250.6)

International markets .................................................. (13.0) (41.1)

Total Ad

usted EBITDA

(1) ...................................................

$ 46.6 $ (291.7)

Year Ended

(In millions) December 31, 2022 December 31, 2021

et loss .......................................................... $ (973.6) $ (1,269.8)

Plus:

Income tax provision (benefit)

(1) ......................................

2.5 (10.2)

Interest expense ............................................... . 378.7 458.1

Depreciation and amortization .................................. . . 396.0 425.0

Impairment of long-lived assets, definite and indefinite-lived intangible

assets and

oodwill

(2) ...............................................

133.1 77.2

Certain operatin

expense (income)

(3) ..................................

8.0 0.2

Equit

in (earnin

s) loss of non-consolidated entities

(4) .................

1.6 (11.0)

Cash distributions from non-consolidated entities

(5) .....................

6.6 12.5

Attributable EBITDA

(6)...............................................

0.4 3.7

Investment expense (income) ..................................... 14.9 (9.2)

Other expense (income)

(7) ............................................

80.4 (0.1)

Other non-cash rent benefit

(8) .........................................

(26.6) (24.9)

General and administrative

—

unallocated:

Mer

er, acquisition and other costs

(9) .................................

2.1 13.7

Stoc

ased compensation expense

(10) ................................

22.5 43.1

usted EBITDA ................................................. $ 46.6 $ (291.7)

(1) For information regarding the income tax provision (benefit), see Note 10—Income Taxes to the Consolidated

Financial Statements under Part II, Item 8 thereof.

(2) 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.

(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 loss from Saudi Cinema

Company, LLC of $7.6 million, partially offset by equity in (earnings) in DCIP of $3.4 million during the year

ended December 31, 2022. During the year ended December 31, 2021, equity in (earnings) loss of non-

consolidated entities was primarily due to equity in (earnings) from DCIP of $12.2 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, 2022 December 31, 2021

Equit

in (earnin

s) loss of non-consolidated entities. . ........... $ 1.6 $ (11.0)

Less:

Equity in earnings of non-consolidated entities excluding

International theatre

oint ventures ........................ (5.4) (13.5)

Equit

in loss of International theatre

oint ventures........... (7.0) (2.5)

Income tax provision .................................... 0.1 0.3

Investment expense (income) .............................. 0.2 (0.1)

Interest expense ......................................... 0.1 0.2

Impairment of lon

-lived assets ............................ 4.2

—

Depreciation and amortization ............................. 2.8 5.6

Other expense ..........................................

—

0.2

Attributable EBITDA ...................................... $ 0.4 $ 3.7

(7) Other expense (income) during 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.

Other expense (income) for the year ended December 31, 2021, primarily consisted of a loss on debt

extinguishment of $14.4 million and financing fees of $1.0 million, partially offset by income related to the

foreign currency transaction gains of $(9.8) million and contingent lease guarantees of $(5.7) 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.

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. Our definition of Adjusted EBITDA definition is

broadly consistent with how it is defined in our debt indentures.

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.

Segment Information

Our historical results of operations for the years ended December 31, 2022 and December 31, 2021 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, 2022, Compared to the Year Ended December 31, 2021

Consolidated Results of Operations

Revenues. Total revenues increased $1,383.5 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021. Admissions revenues increased $807.2 million, during the year ended December 31,

2022, compared to the year ended December 31, 2021, primarily due to an increase in attendance from 128.5 million

patrons to 201.0 million patrons and a 0.9% increase in average ticket price. The increase in attendance was primarily

due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension or limited

operations at our theatres in U.S. markets and International markets, deterred customers from attending our theatres

when we resumed operations, and prompted film distributors to delay or alternatively distribute films. The increase in

average ticket price was primarily due to strategic pricing initiatives put in place over the prior year, increases in 3D,

IMAX and Premium content, partially offset by a decrease in foreign currency translation rates.

Food and beverage revenues increased $456.4 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021, primarily due to the increase in attendance, partially offset by the decrease in food

and beverage per patron. Food and beverage per patron decreased 1.9% from $6.67 to $6.54 due primarily to the decline

in foreign currency translation rates.

Total other theatre revenues increased $119.9 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021, primarily due to increases in ticket fees, income from gift cards and package tickets

and screen and other advertising due to the increase in attendance, partially offset by the decrease in foreign currency

translation rates.

Operating costs and expenses. Operating costs and expenses increased $975.8 million, during the year ended

December 31, 2022, compared to the year ended December 31, 2021. Film exhibition costs increased $444.0 million,

during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to the increase

in attendance. As a percentage of admissions revenues, film exhibition costs were 47.8% for the year ended December

31, 2022, compared to 43.6% for the year ended December 31, 2021. The increase in film exhibition cost percentage is

primarily due to the concentration of box office revenues in higher grossing films in the current year, which typically

results in higher film exhibition costs. Additionally, lower film exhibition costs were paid on films with shorter exclusive

theatrical windows in the prior year.

Food and beverage costs increased $90.7 million, during the year ended December 31, 2022, compared to the

year ended December 31, 2021. The increase in food and beverage costs was primarily due to the increase in food and

beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 17.4% for the year

ended December 31, 2022, compared to 16.1% for the year ended December 31, 2021.

As a percentage of revenues, operating expense was 39.1% for the year ended December 31, 2022, compared to

45.2% for the year ended December 31, 2021 due to the very low levels of attendance in the prior year. Rent expense

increased 7.0%, or $58.2 million, during the year ended December 31, 2022, compared to the year ended December 31,

2021, due primarily to cash rent abatements from landlords in the prior year and the opening of new theatres, partially

offset by theatre closures and the decrease in foreign currency translation rates. 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 $157.2 million that have been deferred to future years as of December 31,

2022.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $2.1 million during the year

ended December 31, 2022, compared to $13.7 million during the year ended December 31, 2021, primarily due to higher

legal and professional costs related to strategic contingent planning in the prior year.

Other. Other general and administrative expense decreased 8.4% or $19.0 million during the year ended

December 31, 2022, compared to the year ended December 31, 2021, due primarily to a $20.6 million decrease in

expense for stock-based compensation expense due primarily to lower expectations for performance based vesting and

lower expense for SPSU’s that fully vested in 2021 and the decrease in foreign currency translation rates.

Depreciation and amortization. Depreciation and amortization decreased 6.8% or $29.0 million during the

year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to lower depreciation

expense on theatres impaired during years ended December 31, 2020 and December 31, 2021 and the decrease in foreign

currency translation rates.

Impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill. 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.

During the year ended December 31, 2021, we recognized non-cash impairment losses of $61.3 million on 77

theatres in the U.S. markets with 805 screens (in Alabama, Arkansas, California, Colorado, Connecticut, District of

Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Minnesota, Mississippi,

Missouri, Montana, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,

Tennessee, Texas, Utah, West Virginia, and Wisconsin) 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 (in

Italy, Norway, Spain, and the UK), which were related to property, net and operating lease right-of-use assets, net.

Other expense (income). 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 due 2023, 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. Other income of $(87.9) million during the year ended December 31, 2021 was

primarily due to $(87.1) million in government assistance related to COVID-19, foreign currency transaction gains of

$(9.8) million and estimated credit income of $(5.7) million related to contingent lease guarantees, partially offset by a

loss on extinguishment of $14.4 million related to the redemption of $35.0 million principal amount of 15%/17%

Cash/PIK Toggle First Lien Secured Notes due 2026 and $1.0 million of financing fees related to the write-off of

unamortized deferred charges. 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 decreased $79.4 million to $378.7 million for the year ended December 31,

2022 compared to $458.1 million during the year ended December 31, 2021 primarily due to:

• the extinguishment of $72.5 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 in

May of 2022;

• the conversion of $600.0 million 2.95% Convertible Notes due 2026 to 44,422,860 Common Shares

and 44,422,860 AMC Preferred Equity Units on January 27, 2021 that resulted in the write-off to

interest expense of $70.0 million of unamortized discount and deferred charges at the date of

conversion following the guidance in ASC 815-15-40-1;

• 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;

• the extinguishment of $476.6 million 10.75%/11.25% Cash/PIK Term Loans due 2023 on October 20,

2022;

• the extinguishment of $45.7 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 in

November and December of 2022;

• the extinguishment of $5.25 million of 6.125% Senior Subordinated Notes due 2027 in November

2022: and

• the decline in foreign currency translation rates,

partially offset by:

• increases in interest rates on the Senior Secured Credit Facility Term Loan due 2026;

• the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 on February 14,

2022;

• the issuance of £140.0 million and €296.0 million 10.75%/11.25% Cash/PIK Term Loans due 2023 on

February 19, 2021; and

• the issuance of $400.0 million 12.75% Odeon Senior Secured Notes due 2027 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 loss (earnings) of non-consolidated entities. Equity in loss of non-consolidated entities was

$1.6 million for the year ended December 31, 2022, compared to $(11.0) million for the year ended December 31, 2021.

The increase in equity in loss was primarily due to a decrease in equity in earnings from Digital Cinema Implementation

Partners (“DCIP”) of $8.9 million.

Investment expense (income). Investment expense was $14.9 million for the year ended December 31, 2022,

compared to investment income of $(9.2) million for the year ended December 31, 2021. Investment expense in the

current year includes $12.5 million of decline in estimated fair value of our investment in common shares of Hycroft

Mining Holding Corporation 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 decline in estimated fair

value of our investment in NCM common units offset by interest income of $(5.9) million. Investment income includes a

gain on sale of the Baltics of $(5.5) million during the year ended December 31, 2021.

Income tax provision (benefit). The income tax provision (benefit) was $2.5 million and $(10.2) million for

the year ended December 31, 2022 and December 31, 2021, 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 $973.6 million and $1,269.8 million during the year ended December 31, 2022, and

December 31, 2021, respectively. Net loss during the year ended December 31, 2022 compared to net loss for the year

ended December 31, 2021 was positively impacted by the increase in attendance as a result of an increase in new film

releases in connection with the reopening of theatres in the current year that had been temporarily closed or limited

operationally due to the COVID-19 pandemic and lifting of seating restrictions, decreases in depreciation and

amortization expense, decreases in interest expense, decreases in general and administrative expenses and decreases in

foreign currency translation rates, partially offset by increases in rent expense, decreases in other income, decreases in

investment income and a decrease in income tax benefit.

Theatrical Exhibition–U.S. Markets

Revenues. Total revenues increased $1,085.9 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021. Admissions revenues increased $625.7 million, during the year ended December 31,

2022, compared to the year ended December 31, 2021, primarily due to an increase in attendance from 91.1 million

patrons to 141.4 million patrons and an 4.1% increase in average ticket price. The increase in attendance was primarily

due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension or limited

operations at our theatres in U.S. markets, deterred customers from attending our theatres when we resumed operations,

and prompted film distributors to delay or alternatively distribute films. The increase in average ticket price was

primarily due to strategic pricing initiatives put in place over the prior year and increases in 3D, IMAX and Premium

content.

Food and beverage revenues increased $378.6 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021, primarily due to the increase in attendance and an increase in food and beverage per

patron. Food and beverage per patron increased 0.5% from $7.43 to $7.47.

Total other theatre revenues increased $81.6 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021, primarily due to increases in ticket fees, income from gift cards and package tickets

and screen and other advertising due to the increase in attendance.

Operating costs and expenses. Operating costs and expenses increased $749.7 million, during the year ended

December 31, 2022, compared to the year ended December 31, 2021. Film exhibition costs increased $370.8 million,

during the year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to the increase

in attendance. As a percentage of admissions revenues, film exhibition costs were 50.6% for the year ended December

31, 2022 and 45.3% for the year ended December 31, 2021. The increase in film exhibition cost percentage is primarily

due to the concentration of box office revenues in higher grossing films in the current year, which typically results in

higher film exhibition costs. Additionally, lower film exhibition costs were paid on films with shorter exclusive

theatrical windows in the prior year.

Food and beverage costs increased $69.2 million, during the year ended December 31, 2022, compared to the

year ended December 31, 2021. The increase in food and beverage costs was primarily due to the increase in food and

beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 15.6% for the year

ended December 31, 2022, compared to 14.2% for the year ended December 31, 2021.

As a percentage of revenues, operating expense was 37.5% for the year ended December 31, 2022 and 44.5%

for the year ended December 31, 2021 due to the low levels of attendance in the prior year. Rent expense increased

8.5%, or $52.3 million, during the year ended December 31, 2022, compared to the year ended December 31, 2021, due

primarily to cash rent abatements from landlords in the prior year and the opening of new theatres, partially offset by

theatre closures. 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 $130.5 million that

have been deferred to future years as of December 31, 2022.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $2.7 million during the year

ended December 31, 2022, compared to $9.0 million during the year ended December 31, 2021, primarily due to higher

legal and professional costs in the prior year.

Other. Other general and administrative expense decreased 10.1%, or $16.0 million, during the year ended

December 31, 2022, compared to the year ended December 31, 2021 due primarily to an $18.8 million decrease in

expense for stock-based compensation expense due primarily to lower expectations for performance based vesting and

lower expense for SPSU’s that fully vested in 2021. See Note 9—Stockholders’ Equity 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 2.8%, or $9.0 million, during the

year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to lower depreciation

expense on theatres impaired during years ended December 31, 2020 and December 31, 2021.

Impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill. 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.

During the year ended December 31, 2021, we recognized non-cash impairment losses of $61.3 million on

77 theatres in the U.S. markets with 805 screens (in Alabama, Arkansas, California, Colorado, Connecticut, District of

Columbia, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Minnesota, Mississippi,

Missouri, Montana, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina,

Tennessee, Texas, Utah, West Virginia, and Wisconsin) which were related to property, net, operating lease right-of-use

assets, net and other long-term assets.

Other expense. 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. Other expense of $9.2 million during the year ended

December 31, 2021, was primarily due to a loss on extinguishment of $14.4 million related to the redemption of $35.0

million principal amount of 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026, partially offset by $5.6

million in government assistance related to COVID-19. 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 decreased $82.0 million to $305.9 million for the year ended December 31,

2022, compared to $387.9 million during the year ended December 31, 2021, primarily due to:

• the extinguishment of $72.5 million of 10%/12% Cash/ PIK/Toggle Second Lien Notes due 2026 in

May of 2022;

• the conversion of $600.0 million 2.95% Convertible Notes due 2026 to 44,422,860 Common Stock

and 44,422,860 AMC Preferred Equity Units on January 27, 2021 that resulted in the write-off to

interest expense of $70.0 million of unamortized discount and deferred charges at the date of

conversion following the guidance in ASC 815-15-40-1;

• 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,

• the extinguishment of $45.7 million of 10%/12% Cash/PIK/Toggle Second Lien Notes due 2026 in

November and December of 2022; and

• the extinguishment of $5.25 million of 6.125% Senior Subordinated Notes due 2027 in November

2022

partially offset by:

• increases in interest rates on the Senior Secured Credit Facility Term Loan due 2026; and

• the issuance of $950.0 million of 7.5% First Lien Senior Secured Notes due 2029 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 $4.3

million for the year ended December 31, 2022, compared to $13.7 million for the year ended December 31, 2021. The

decrease in equity in earnings was primarily due to a decrease in equity in earnings from DCIP of $8.9 million.

Investment expense (income). Investment expense was $15.0 million for the year ended December 31, 2022,

compared to investment income of $(3.7) million for the year ended December 31, 2021. Investment expense in the

current 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 (benefit). The income tax provision (benefit) was $0.9 million and $(9.4) million for the

year ended December 31, 2022, and December 31, 2021, 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 $712.0 million and $1,049.0 million during the year ended December 31, 2022 and

December 31, 2021, respectively. Net loss during the year ended December 31, 2022 compared to net loss for the year

ended December 31, 2021 was positively impacted by the increase in attendance as a result of an increase in new film

releases in connection with the reopening of theatres in the current year that had been temporarily closed due to the

COVID-19 pandemic and lifting of seating restrictions, decreases in depreciation and amortization expense, decreases in

general and administrative expenses and decreases in interest expense, partially offset by increases in rent expense,

increases in other expense and a decrease in income tax benefit.

Theatrical Exhibition - International Markets

Revenues. Total revenues increased $297.6 million, during the year ended December 31, 2022, compared to the

year ended December 31, 2021. Admissions revenues increased $181.5 million, during the year ended December 31,

2022, compared to the year ended December 31, 2021, primarily due to an increase in attendance from 37.4 million

patrons to 59.6 million patrons partially offset by a 7.0% decrease in average ticket price. The increase in attendance was

primarily due to the COVID-19 pandemic impact on the prior year which resulted in the temporary suspension or limited

operations at our theatres in International markets, deterred customers from attending our theatres when we resumed

operations, and prompted film distributors to delay or alternatively distribute films. The decrease in average ticket price

was primarily due a decrease in foreign currency translation rates, partially offset by strategic pricing initiatives put in

place over the prior year.

Food and beverage revenues increased $77.8 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021, primarily due to the increase in attendance, partially offset by the decrease in food

and beverage per patron. Food and beverage per patron decreased 10.0% from $4.81 to $4.33 due primarily to decreases

in foreign currency translation rates.

Total other theatre revenues increased $38.3 million, during the year ended December 31, 2022, compared to

the year ended December 31, 2021, primarily due to increases in ticket fees, income from gift cards and screen

advertising due to the increase in attendance, partially offset by the decrease in foreign currency translation rates.

Operating costs and expenses. Operating costs and expenses increased $226.1 million, during the year ended

December 31, 2022 compared to the year ended December 31, 2021 primarily due to an increase in attendance, increases

in property taxes, and increase in utilities costs due to energy supply shortages and inflationary pressures, partially offset

by the decrease in currency translation rates. The increases in property taxes was due to the expiration of property tax

holidays related to the COVID-19 pandemic during the second half of 2021.

Film exhibition costs increased $73.2 million, during the year ended December 31, 2022, compared to the year

ended December 31, 2021, primarily due to the increase in attendance. As a percentage of admissions revenues, film

exhibition costs were 39.4% for the year ended December 31, 2022, compared to 38.9% for the year ended

December 31, 2021.

Food and beverage costs increased $21.5 million, during the year ended December 31, 2022, compared to the

year ended December 31, 2021. The increase in food and beverage costs was primarily due to the increase in food and

beverage revenues. As a percentage of food and beverage revenues, food and beverage costs were 24.6% for the year

ended December 31, 2022, compared to 23.3% for the year ended December 31, 2021.

As a percentage of revenues, operating expense was 44.0% for the year ended December 31, 2022, and 47.2%

for the year ended December 31, 2021 due to the very low levels of attendance in the prior year. Rent expense increased

2.8%, or $5.9 million, during the year ended December 31, 2022, compared to the year ended December 31, 2021, due

primarily to cash rent abatements from landlords in the prior year and the opening of new theatres, partially offset by

theatre closures and the decrease in foreign currency translation rates. 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 $26.7 million that have been deferred to future years as of December 31,

2022.

Merger, acquisition, and other costs. Merger, acquisition, and other costs were $(0.6) million during the year

ended December 31, 2022, compared to $4.7 million during the year ended December 31, 2021, primarily due to legal

and professional costs related to strategic contingency planning in the prior year.

Other. Other general and administrative expense decreased 4.4%, or $3.0 million, during the year ended

December 31, 2022, compared to the year ended December 31, 2021 due primarily to a $1.8 million decrease in expense

for stock-based compensation expense due primarily to lower expectations for performance based vesting and lower

expense for SPSU’s that fully vested in 2021 and the decrease in foreign currency translation rates. See Note 9—

Stockholders’ Equity 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 19.3%, or $20.0 million, during the

year ended December 31, 2022, compared to the year ended December 31, 2021, primarily due to lower depreciation

expense on theatres impaired during years ended December 31, 2020 and December 31, 2021 and the decrease in foreign

currency translation rates.

Impairment of long-lived assets, definite and indefinite-lived intangible assets, and goodwill. 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.

During the year ended December 31, 2021, we recognized non-cash impairment losses of $15.9 million on

14 theatres in the International markets with 118 screens (in Italy, Norway, Spain, and UK), which were related to

property, net, and operating lease right-of-use assets, net.

Other expense (income). 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 due 2023 and partially offset by $(23.0) million in government assistance

related to COVID-19 and $(12.3) million of foreign currency transaction gains. Other income of ($97.1) million during

the year ended December 31, 2021, was primarily due to $(81.5) million in government assistance related to COVID-19,

$(9.8) million of foreign currency transaction gains and estimated credit income of $(6.0) million related to contingent

lease guarantees. 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 $2.6 million to $72.8 million for the year ended December 31,

2022 compared to $70.2 million during the year ended December 31, 2021, primarily due to:

• the issuance of £140.0 million and €296.0 million 10.75%/11.25% Cash/PIK Term Loans due 2023 on

February 19, 2021; and

• 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 loss of non-consolidated entities. Equity in loss of non-consolidated entities was $5.9 million for the

year ended December 31, 2022, compared to $2.7 million for the year ended December 31, 2021.

Investment income. Investment income was $0.1 million for the year ended December 31, 2022, compared to

investment income of $(5.5) million for the year ended December 31, 2021. Investment income includes a gain on sale

of the Baltics of $5.5 million during the year ended December 31, 2021.

Income tax provision (benefit). The income tax provision (benefit) was $1.6 million and $(0.8) million for the

year ended December 31, 2022, and December 31, 2021, 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 $261.6 million and $220.8 million during the year ended December 31, 2022 and

December 31, 2021, respectively. Net loss during the year ended December 31, 2022 compared to net loss for the year

ended December 31, 2021 was positively impacted by the increase in attendance as a result of an increase in new film

releases in connection with the reopening of theatres in the current year that had been temporarily closed due to the

COVID-19 pandemic and lifting of seating restrictions, decreases in depreciation and amortization expense, decreases in

general and administrative expenses, and decreases in foreign currency translation rates, partially offset by increases in

rent expense, decreases in other income, increases in interest expense, decreases in investment income and a decrease in

income tax benefit.

Results of Operations—For the Year Ended December 31, 2021, Compared to the Year Ended December 31, 2020

For a comparison of our results of operations for the year ended December 31, 2021, compared to the year

ended December 31, 2020, 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.

Liquidity and Capital Resources—For the Year Ended December 31, 2022, Compared to the Year Ended

December 31, 2021

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

and beverage sales. Prior to the impact of COVID-19 on our business, we had 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 box office admissions revenues. As operations are

beginning to approach pre-pandemic levels, we are starting to see this float resume. 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.

We had working capital surplus (deficits) (excluding restricted cash) as of December 31, 2022 and

December 31, 2021 of $(811.1) million and $54.6 million, respectively. As of December 31, 2022 and December 31,

2021, working capital included $567.3 million and $605.2 million, respectively, of operating lease liabilities and

$402.7 million and $408.6 million, respectively, of deferred revenues. At December 31, 2022, we had $211.2 million

unused borrowing capacity, net of letters of credit, under our $225.0 million Senior Secured Revolving Credit Facility.

As of December 31, 2021, we had borrowed $209.1 million (the full availability net of standby letters of credit) under

our $225.0 million Senior Secured Revolving Credit Facility. Reference is made to 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, 2022, we had cash and cash equivalents of approximately $631.5 million. In response to

the COVID-19 pandemic, we adjusted certain elements of our business strategy and took significant steps to preserve

cash. We are continuing to take significant measures to further strengthen our financial position and enhance our

operations, by eliminating non-essential costs, including reductions to our variable costs and elements of our fixed cost

structure, introducing new initiatives, and optimizing our theatrical footprint.

Additionally, we enhanced liquidity through debt refinancing that extended maturities, purchases of debt below

par value, and equity sales. See Note 8—Corporate Borrowings and Finance Lease Liabilities, Note 9—Stockholders’

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

thereof, for further information.

The table below summarizes net decreases in cash and cash equivalents and restricted cash by quarter for the

year ended December 31, 2022:

Three Months Ended Year Ended

March 31, June 30, September 30, December 31, December 31

(In millions) 2022 2022 2022 2022 2022

Cash flows from operating activities:

et cash used in operatin

activities ............... $ (295.0) $ (76.6) $ (223.6) $ (33.3) $ (628.5)

Cash flows from investing activities:

et cash used in investin

activities ............... (54.9) (48.0) (50.8) (70.3) (224.0)

Cash flows from financing activities:

et cash provided b

(used in) financin

activities . . . (76.3) (59.7) 0.5 44.2 (91.3)

Effect of exchange rate changes on cash and cash

equivalents and restricted cash .................. (5.5) (16.4) (8.2) 8.0 (22.1)

Net decrease in cash and cash equivalents and

restricted cash ................................ (431.7) (200.7) (282.1) (51.4) (965.9)

Cash and cash equivalents and restricted cash at

innin

of perio

............................ 1,620.3 1,188.6 987.9 705.8 1,620.3

Cash and cash equivalents and restricted cash at end

of perio

..................................... $1,188.6 $ 987.9 $ 705.8 $ 654.4 $ 654.4

Our net cash provided by (used in) operating activities improved by $341.5 million during the three months

ended March 31, 2022 compared to the three months ended December 31, 2021, $218.4 million during the three months

ended June 30, 2022 compared to the three months ended March 31, 2022, deteriorated by $(147.0) million during the

three months ended September 30, 2022 compared to the three months ended June 30, 2022, and improved by $190.3

million during the three months ended December 31, 2022 compared to September 30, 2022. The improvement is

primarily attributable to working capital changes, partially offset by an increased net loss during the three months ended

December 31, 2022. We also continue to repay rent amounts that were deferred during the pandemic, which increases its

cash outflows from operating activities. See Note 3—Leases in the Notes to the Consolidated Financial Statements under

Part II, Item 8 in this Form 10-K for a summary of estimated future repayment terms for the remaining $157.2 million of

rentals that were deferred during the COVID-19 pandemic.

Our net cash provided by (used in) investing activities included:

• $34.8 million of capital expenditures and $27.9 million of investments in non-consolidated entities,

partially offset from the disposition of long-term assets of $7.2 million during the three months ended

March 31, 2022;

• $40.4 million of capital expenditures, $17.8 million for the acquisition of theatres, partially offset by

proceeds of $11.4 million from the sale of securities in conjunction with the liquidation of a non-

qualified deferred compensation plan during the three months ended June 30, 2022;

• $54.5 million of capital expenditures, partially offset by of proceeds from disposition of long-term

assets of $3.6 million during the three months ended September 30, 2022; and

• $72.3 million of capital expenditures, partially offset by $0.5 million of proceeds from disposition of

long-term assets and $1.5 million of proceeds from the sale of NCM shares during the three months

ended December 31, 2022.

Our net cash provided by (used in) financing activities included:

• $955.7 million of principal and premium payments, $52.2 million of taxes paid for restricted unit

withholdings, and $17.7 million of cash used to pay for deferred financing costs, partially offset by

proceeds from the Company’s debt issuance of $950.0 million, during the three months ended March

31, 2022;

• $57.9 million of principal and premium payments, $1.8 million of cash used to pay for deferred

financing costs, and $0.7 million of AMC Preferred Equity Unit issuance costs during the three months

ended June 30, 2022;

• $7.4 million of principal payments and $0.5 million of cash used to pay deferred financing costs,

partially offset by $8.5 million of net proceeds from AMC Preferred Equity Units issuance during the

three months ended September 30, 2022; and

• $529.5 million of principal and premium payments and $6.9 million of cash used to pay for deferred

financing costs, partially offset by proceeds from the Company’s debt issuance of $368.0 million and

$212.6 million of net proceeds from AMC Preferred Equity Units issuances during the three months

ended December 31, 2022;

The table below summarizes net increase (decrease) in cash and cash equivalents and restricted cash by quarter

for the year ended December 31, 2021:

Three Months Ended Year Ended

March 31, June 30, September 30, December 31, December 31,

(In millions) 2021 2021 2021 2021 2021

Cash flows from operating activities:

et cash provided b

(used in) operatin

activities . . . . $ (312.9) $ (233.8) $ (113.9) $ 46.5 $ (614.1)

Cash flows from investing activities:

et cash provided b

(used in) investin

activities . . . . (16.0) 13.5 (28.8) (36.9) (68.2)

Cash flows from financing activities:

et cash provided b

(used in) financin

activities . . . . 854.7 1,212.2 (48.3) (27.9) 1,990.7

Effect of exchange rate changes on cash and cash

equivalents and restricted cash ................... (5.1) 5.6 (8.4) (1.6) (9.5)

Net increase (decrease) in cash and cash equivalents

and restricted cash ............................. 520.7 997.5 (199.4) (19.9) 1,298.9

Cash and cash equivalents and restricted cash at

innin

of perio

............................. 321.4 842.1 1,839.6 1,640.2 321.4

Cash and cash equivalents and restricted cash at end

of perio

...................................... $ 842.1 $ 1,839.6 $ 1,640.2 $ 1,620.3 $ 1,620.3

Our net cash used in operating activities improved by $79.1 million during the three months ended June 30,

2021 compared to the three months ended March 31, 2021, $119.9 million during the three months ended September 30,

2021 compared to the three months ended June 30, 2021, and $160.4 million during the three months ended December

31, 2021 compared to the three months ended September 30, 2021. This is primarily attributable to continued increases

in attendance and industry box office revenues during the year ended December 31, 2021.