0001411579us-gaap:AdmissionMember2022-01-012022-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


~~(Mark One)~~
☒(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 ~~2017~~, 2022
OR
☐	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 principal executive offices)	66211 (Zip Code)

~~(913)~~ (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
~~Title of Each Class~~	~~Name of Each Exchange on Which Registered~~
Class A ~~Common Stock, par value of $0.01 per share~~common stock	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 Stock	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 ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulations S-T (§~~229.405~~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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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. ~~(Check one):~~

☒⌧
Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐
		~~(Do not check if a~~
		~~smaller reporting company)~~
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, ~~2017,~~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 ~~$1,253,037,513 (55,078,572~~$7,002,919,062 (516,820,595 shares at a closing price per share of ~~$22.75)~~$13.55).

Shares of Class A common stock outstanding—~~51,957,051~~517,580,416 shares at February ~~23, 2018~~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 BA common stock ~~outstanding—75,826,927~~—929,849,612 shares at February ~~23, 2018~~22, 2023

DOCUMENTS INCORPORATED BY REFERENCE

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. Similarly, certain statements made herein and elsewhere regarding our recent acquisitions are also forward-looking statements, including statements regarding the expected benefits of the acquisition on our future business, operations and financial performance and our ability to successfully integrate the recently acquired businesses. 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.~~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:

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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;

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

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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;

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risks and uncertainties relating to our significant indebtedness, including our borrowings and our ability to meet our financial maintenance and other covenants;

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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;

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the seasonality of our revenue and working capital, which are dependent upon the timing of motion picture ~~production~~releases by distributors, such releases being seasonal and ~~performance;~~

resulting in higher attendance and revenues generally during the summer months and holiday seasons;

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~~our lack of control over distributors of films;~~

intense competition in the geographic areas in which we ~~operate;~~

~~increased use of alternative film delivery methods~~operate among exhibitors or from other forms of entertainment;

●

~~shrinking exclusive theatrical release windows;~~

~~general and international economic, political, social and financial market conditions and other risks including the effects of the exit of the United Kingdom from the European Union;~~

~~risks and uncertainties relating to our significant indebtedness;~~

~~limitations on the availability of capital may prevent us from deploying strategic initiatives and continue our share repurchase program;~~

certain covenants in the agreements that govern our indebtedness may limit our ability to take advantage of certain business ~~opportunities;~~

opportunities and limit or restrict our ability to ~~achieve expected synergies, benefits~~pay dividends, pre-pay debt, and ~~performance from our recent strategic theatre acquisitions and strategic initiatives;~~

our ability to comply with, and the effects of, a settlement we entered into with the United States Department of Justice pursuant to which we agreed to divest our holdings in National CineMedia, LLC (“NCM”);

~~our ability~~also to refinance ~~our indebtedness on terms~~debt and to do so at favorable ~~to us;~~

terms;

●

~~optimizing our theatre circuit through new construction and the transformation of our existing theatres may be subject to delay and unanticipated costs;~~

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

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 or valuation allowances taken with respect~~liability;

●

our ability to recognize certain international deferred tax ~~assets;~~

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;

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~~our investment and equity in earnings from NCM may be negatively impacted by the competitive environment in which NCM operates and by the risks associated with its strategic initiatives;~~

~~risks relating to unexpected costs or unknown liabilities relating to recently completed acquisitions;~~

risks relating to the incurrence of legal liability, including costs associated with ~~recently filed~~the ongoing securities class action lawsuits;

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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;

●

~~risks of poor financial results may prevent us from deploying strategic initiatives;~~

~~operating a business in international markets AMC Entertainment Holdings, Inc. (“AMC”) is unfamiliar with, including acceptance by movie-goers of AMC initiatives that are new to those markets;~~

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;

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supply chain disruptions may negatively impact our operating results;

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

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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;

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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;

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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);

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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;

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the potential impact of ~~governmental investigations concerning potentially anticompetitive conduct, including film clearances~~financial and ~~partnering~~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;

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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

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other risks referenced from time to time in filings with ~~other major exhibitors in joint ventures; and~~

the SEC.

we may not generate sufficient cash flows or have sufficient restricted payment capacity under our Senior Secured Credit Facility or the indentures governing our debt securities to pay our intended dividends on our Class A and Class B common stock.

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.~~

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,~~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. ~~AMC is an indirect subsidiary of Dalian Wanda Group Co., Ltd. (“Wanda”), a Chinese private conglomerate.~~

As of December 31, 2017, Wanda owned approximately 59.37% of Holdings’ outstanding common stock and 81.43% of the combined voting power of Holdings’ outstanding common stock and has the power to control Holdings’ affairs and policies, including with respect to the election of directors (and, through the election of directors, the appointment of management), entering into of mergers, sales of substantially all of our assets and other extraordinary transactions.

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

~~Recent Developments~~

~~Income Taxes:~~ InThe North American and International industry box offices have been significantly impacted by the ~~fourth quarter of calendar 2017, we recorded the impact of the change~~COVID-19 pandemic. The COVID-19 pandemic resulted in the ~~U.S. enacted federal income tax rate~~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 ~~35%~~what we experienced in 2022. The box office performance in 2022 was also impacted by the direct or simultaneous release of movie titles to ~~21% which reduced our deferred tax assets. In~~ the ~~fourth quarter~~home video or streaming markets in lieu of theatre exhibition, however this practice has diminished and ~~in connection with~~we believe will have a smaller impact on the ~~preparation~~box office performance and attendance levels of our ~~2017 consolidated financial statements,~~business in 2023.

As of December 31, 2022, we ~~also determined that realization~~had cash and cash equivalents of approximately $631.5 million. In response to the COVID-19 pandemic, we adjusted certain elements of our ~~deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarily as a result of cumulative net losses recorded for three years~~business strategy and ~~we recorded a full valuation allowance for~~took significant steps to preserve cash. We are continuing to take significant measures to further strengthen our ~~deferred tax assets in U.S. tax jurisdictions. As a result of the change in enacted tax rate~~financial position and ~~recording a full valuation allowance for~~enhance our ~~deferred tax assets in U.S. tax jurisdictions, we recorded a charge~~operations, by eliminating non-essential costs, including reductions to our ~~income tax provision~~variable costs and elements of ~~approximately $310 million in~~ our ~~U.S. markets for the fourth quarter~~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 ~~calendar 2017.~~debt below par value, and equity sales. See Note ~~9 – Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item~~ 8 ~~hereof for further information.~~

~~Nordic Acquisition:~~ On March 28, 2017, we completed the acquisition of Nordic Cinema Group Holding AB (“Nordic”) for cash. The purchase price for Nordic was SEK 5,756 million ($654.9 million), which includes payment of interest on the equity value—Corporate Borrowings and ~~repayment of shareholder loans. As a result of the acquisition, we assumed the indebtedness of Nordic of approximately SEK 1,269 million ($144.4 million)~~Finance Lease Liabilities, Note 9—Stockholders’ Equity, and indebtedness of approximately €156 million ($169.5 million) as of March 28, 2017, which was refinanced subsequent to the acquisition. We also repaid approximately SEK 13.5 million ($1.6 million) and approximately €1.0 million ($1.1 million) of interest rate swaps related to the indebtedness, which were repaid following the acquisition. All amounts have been converted into U.S. Dollar amounts assuming an SEK/USD exchange rate of 0.11378 and an EUR/USD exchange rate of 1.0865, which were the exchange rates on March 27, 2017. Nordic operated or held a partial interest in 122 theatres with 683 screens in seven European countries: Sweden, Finland, Estonia, Latvia, Lithuania, Norway and Denmark. This acquisition is now included within our International markets operating segment.

~~Department of Justice Final Judgment:~~ In connection with the acquisition of Carmike Cinemas, Inc. (“Carmike”) we entered into a Final Judgment with the United States Department of Justice (“DOJ”) on March 7, 2017, pursuant to which we agreed to take certain actions to enable us to complete our acquisition of Carmike, including the divestiture of 17 movie theatres (and certain related assets) in the 15 local markets where AMC and Carmike were direct competitors to one or more acquirers acceptable to the DOJ (we received gross proceeds of $25.1 million related to divested theatre assets that were held for sale and sold during the year ended December 31, 2017); establish firewalls to ensure we do not obtain National CineMedia, LLC’s (“NCM”), National CineMedia, Inc.’s (“NCM, Inc” and collectively with NCM LLC “NCM”), Screenvision’s or other exhibitors competitively sensitive information; relinquish seats on NCM’s board of directors and all other NCM governance rights; and transfer 24 theatres comprising 384 screens (which represent less than 2% of NCM’s total network) to the Screenvision network. This includes five Carmike theatres that implemented the Screenvision network prior to completion of the Carmike acquisition, an AMC theatre

required to extend its existing term with the Screenvision network, and an AMC theatre that was also included in the divestitures. The settlement agreement also requires us to divest the majority of our equity interests in NCM, so that by June 20, 2019, we own no more than 4.99% of NCM’s outstanding equity interests on a fully converted basis per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15% of NCM’s outstanding equity interests; (ii) on or before December 20, 2018, AMC must own no more than 7.5% of NCM’s outstanding equity interests; and (iii) on or before June 20, 2019 AMC must own no more than 4.99% of NCM’s outstanding equity interests. We sold 14,800,000 NCM, Inc. common shares during the year ended December 31, 2017 and have satisfied the DOJ divestiture requirements related to NCM for calendar 2017, as calculated pursuant to the Final Judgment. In addition, in accordance with the terms of the settlement, effective December 20, 2016, Craig R. Ramsey, executive vice president and Chief Financial Officer of the Company, resigned his position as a member of the Board of Directors of NCM, Inc. and we relinquished certain other governance rights.

~~NCM Agreement~~: On March 9, 2017, we reached an agreement with NCM to implement the requirements of the Final Judgment entered in connection with the DOJ approval of the Carmike transaction. Pursuant to the agreement, we received 18,425,423 NCM common units in March 2017 related to annual attendance at the Carmike theatres and 361,892 NCM common units related to the 2016 common unit adjustment. Because the Carmike theatres were subject to a pre-existing agreement with a third-party and will not receive advertising services from NCM, we will be obligated to make quarterly payments to NCM reflecting the estimated value of the advertising services at the Carmike theatres as if NCM had provided such services. The quarterly payments will continue until the earlier of (i) the date the theatres are transferred to the NCM network or (ii) expiration of the ESA with NCM. All calculations will be made pursuant to the terms of the existing ESA and Common Unit Adjustment Agreement with NCM. With regard to the existing AMC theatres on the NCM network that are required under the Final Judgment to be transferred to another advertising provider, we returned 2,850,453 NCM LLC common units (valued at $36.4 million) to NCM in March 2017, calculated under the Common Unit Adjustment Agreement as if such theatres had been disposed of on March 3, 2017. We are not obligated to make quarterly payments with respect to the transferred theatres. In addition, we returned 1,807,220 additional NCM LLC common units (valued at $22.6 million) in exchange for a waiver of exclusivity by NCM as to the required transferred theatres for the term of the Final Judgment, which was classified as General and administrative: Merger, acquisition and transaction costs when the common units were returned to NCM during the three months ended March 31, 2017.

~~NCM Disposition~~: On September 18, 2017, we entered into an agreement to sell 12,000,000 common shares in NCM, Inc. for approximately $73.1 million, representing a price per share of $6.09. The sale was completed on September 20, 2017, and we recognized a loss on sale of approximately $17.4 million including transaction costs on the sale of the shares. On September 29, 2017, we sold an additional 2,800,000 common shares of NCM, Inc. for approximately $18.2 million representing a price per share of $6.49. We recognized a loss on sale of approximately $3.1 million including transaction costs on the sale of the shares.

~~Additional Public Offering:~~ On February 13, 2017, we completed an additional public offering of 19,047,619 shares of Class A common stock at a price of $31.50 per share. In connection with the additional public offering, the underwriters partially exercised their option to purchase an additional 1,283,255 shares of Class A common stock. As a result, the total size of the offering was 20,330,874 shares of Class A common stock and the net proceeds to Holdings were approximately $616.8 million after deducting underwriting discounts, commissions and offering expenses. We used a portion of the net proceeds to repay the aggregate principal amount of an interim bridge loan of $350.0 million for the Carmike acquisition and for general corporate purposes.

~~Carmike Acquisition:~~ On December 21, 2016, we completed the acquisition of Carmike for cash and stock. The purchase price for Carmike was $858.2 million comprised of cash of $584.3 million and 8,189,808 shares of our Class A common stock with a fair value of $273.9 million (based on a closing share price of $33.45 per share on December 20, 2016). We also assumed debt of $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”) in connection with the acquisition of Carmike. As of the acquisition date, Carmike operated 271 theatres and 2,923 screens located in 41 states.

~~Odeon Acquisition:~~ On November 30, 2016, we completed the acquisition of Odeon and UCI Cinemas Holdings Limited (“Odeon”) for cash and stock. The purchase price for Odeon was $637.1 million, comprised of cash of $480.3 million and 4,536,466 shares of Class A common stock with a fair value of $156.7 million (based on a closing sale price of $34.55 per share on November 29, 2017). In addition, we repaid indebtedness of Odeon of $593.2 million at closing. As of the acquisition date, Odeon operated 242 theatres with 2,243 screens in four major markets:

United Kingdom, Spain, Italy and Germany; and three smaller markets: Austria, Portugal and Ireland. This acquisition is now included within our International markets reportable segment. In May 2017, we disposed of one theatre acquired from Odeon as required by the United Kingdom’s Competition and Markets Authority requiring a payment by us of $11.0 million for the sale.

See Other Acquisitions, Dispositions, Financings and Developments below for additional information about financing for the Odeon, Carmike and Nordic acquisitions. The Odeon, Carmike and Nordic acquisitions are referred to herein as the “Acquisitions”.

~~Financial Information about Segments~~

Beginning with our Odeon acquisition in 2016, we identified two reportable segments for our theatrical exhibition operations, U.S. markets and International markets. Our International markets segment includes the operations of Nordic this year as a result of the Nordic acquisition. For information about our operating segments, see Note ~~15 – Operating Segments~~16—Subsequent Events in the Notes to the Consolidated Financial Statements under Part II, Item 8 ~~hereof.~~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.

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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

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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 ~~nearly 100~~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 ~~revolutionized~~continued to innovate and evolve the movie-going experience with the deployment of our theatre renovations featuring plush, powered recliner ~~seating.~~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 ~~respected~~significant companies in the theatrical exhibition industry.

~~The combination~~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 ~~AMC,~~our acquisition of Odeon ~~Carmike~~and UCI Cinemas Holdings Limited (“Odeon”) in November of 2016 and Nordic ~~makes us~~Cinema Group Holding AB (“Nordic”) in March of 2017.

Today, AMC is the largest theatre operator in the ~~world with 1,014 theatres and 11,169 screens in 15 countries as~~world. As of December 31, ~~2017. We are~~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 #1United 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 ~~States, the #1 theatre operator in the United Kingdom-Ireland, Italy,~~Kingdom, Ireland, Spain, ~~Sweden, Finland, Estonia, Latvia and Lithuania; the #2 theatre operator in Norway, Austria and~~ Portugal and ~~the #4 theatre operator in~~ Germany. We have operations in four of the world’s ~~ten~~10 largest economies, including four of the ~~five~~six largest European economies (the United Kingdom, Spain, Italy and Germany)~~. Additionally, the combined company is the largest global procurer in theatrical exhibition~~ as of ~~film, food and beverage items, lighting and theatre supplies.~~December 31, 2022.

As of December 31, ~~2017,~~2022, in the U.S. markets, we owned, leased or operated ~~or held interests~~theatres in ~~649 theatres with a total of 8,224 screens in the United States and 365 theatres and 2,945 screens in European markets. With operations in 44~~43 states and the District of Columbia, with approximately ~~52%~~50% of the U.S. population ~~lives~~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. We operate~~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 ~~theaters~~theatres in the top markets in the United States and ~~have~~were the #1 market ~~share~~leader in the top ~~three~~two markets: New York and Los ~~Angeles and Chicago. Our~~Angeles. As of December 31, 2022, our top five markets, in each of which we ~~hold~~held the #1 ~~or #2~~ share position, are Los Angeles, New York, ~~(44% share)~~Chicago, Atlanta and Washington, D.C., ~~Los Angeles (27%), Chicago (44%), Philadelphia (35%) and Dallas (29%). Strategically, these~~according to data provided by Comscore.

As of December 31, 2022, in the International markets, ~~and our~~we owned, leased or operated theatres in ~~them are diverse, operationally complex~~10 European countries and in ~~many cases,~~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 ~~scarcity~~Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for further information. In all of ~~new theatre opportunities creates~~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 ~~significant competitive advantage for established locations against newcomers or alternative entertainment options.~~U.S. screen in a less populated market.

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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
Connecticut	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
Nebraska	2	21
Nevada	2	28
New Hampshire	1	10
New Jersey	25	322
New Mexico	1	12
New York	30	322
North Carolina	22	293
North 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
Finland	29	170
Germany	22	197
Ireland	11	77
Italy	41	419
Norway	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.

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(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 isare generated from ancillary sources, including ~~on‑screen~~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 ~~on‑line~~online ticketing fees.

~~Approximately 347 million consumers have attended AMC, Odeon and Nordic theatre circuits, combined for the year ended December 31, 2017.~~

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As a result of our ongoing focus to improve the quality of the movie-going experience, AMC theatres continue to maintain top-box customer satisfaction scores of nearly 60% and industry leading theatre productivity metrics. Over the period from the beginning of 2011 to December 31, 2017, we believe we have invested more than our comparable peers and believe our investments are yielding higher rates of return. According to publicly available information for our most comparable peers in the U.S. market, for the year ended December 31, 2017, our U.S. markets were #1 or #2 in revenues per patron ($15.45), food and beverage per patron ($5.06), and average ticket price ($9.67). We believe that it is the quality of our theatre locations and our customer‑focused innovation that continue to drive improved productivity per location (which we measure as increases in admissions revenues per screen relative to the industry and/or food and beverage revenues per patron).

~~To ensure that we are an imaginative and bold innovator today and in the years ahead, we have established the following key priorities.~~

Through our marketing programs we plan to strengthen the bonds with our current guests and create new connections with potential guests, to drive more attendance and increase market share. Our focus is to capture guests’ attention before they even leave their homes by paying close attention to our brands, our loyalty program and our communication with movie-goers via the internet, either directly or through social media;

We have a keen focus on the quality of on‑screen presentation and programing content. We plan to continue investing in technical innovation that will allow us to enhance the consumer experience through premium formats such as IMAX®, Dolby Cinema™, 3D and other premium format offerings. Additionally, in recognizing the varied tastes of our guests we will continue to explore offerings of alternative content such as live concerts, sporting events, Broadway shows, opera and other non‑traditional programming to provide incremental revenue;

~~We expect to continue deployment of our proven theatre innovations while simultaneously developing new concepts and initiatives that will elevate the movie-going experience at our theatres;~~

~~We are committed to deploying new technologies that will allow us to prosper and thrive even as consumers look to other ways to watch movies;~~

We plan for our growth to be driven through our guest‑focused strategy and will continue to explore growth through profitable acquisitions. We believe that acquisitions offer us additional opportunities to introduce our proven guest focused strategies to new movie-goers and will generate meaningful benefits to guests, associates, studio partners and our shareholders;

~~Studios, film makers and other institutions of the movie industry, whether in Hollywood or abroad, are valued partners with whom we must have cooperative and productive relationships; and~~

We will continue to motivate our associates by generating pride in their employment at AMC. Because so much of our guest satisfaction is determined by the service delivery of our theatre teams, taking good care of our associates should translate in turn to their taking good care of our guests.

We plan to continue investing in our theatres and upgrading the consumer experience to take greater advantage of incremental revenue-generating opportunities, primarily through an array of improved and differentiated customer experiences in (1) more comfort and convenience; (2) food and beverage; (3) engagement and loyalty; (4) sight and

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~~sound; and (5) targeted programming. The following table provides detail with respect to the geographic location of our theatrical exhibition circuit as of December 31, 2017:~~

U.S. Markets

Theatres(1)

Screens(1)

Alabama

18

232

Arizona

12

194

Arkansas

6

61

California

58

784

Colorado

15

199

Connecticut

6

74

Delaware

1

14

Florida

42

656

Georgia

35

438

Idaho

1

11

Illinois

54

612

Indiana

25

329

Iowa

7

92

Kansas

8

113

Kentucky

7

70

Louisiana

7

99

Maryland

12

132

Massachusetts

10

133

Michigan

19

251

Minnesota

10

126

Missouri

12

150

Montana

5

52

Nebraska

5

57

Nevada

2

28

New Hampshire

1

10

New Jersey

27

356

New Mexico

2

14

New York

26

280

North Carolina

25

338

North Dakota

4

30

Ohio

16

205

Oklahoma

18

182

Oregon

1

12

Pennsylvania

29

322

South Carolina

8

80

South Dakota

4

31

Tennessee

22

255

Texas

46

694

Utah

3

33

Virginia

12

164

Washington

14

166

West Virginia

2

20

Wisconsin

6

73

Wyoming

1

9

District of Columbia

5

43

Total U.S. Markets

649

8,224

International Markets

Austria

3

38

Denmark

2

10

Estonia

3

15

Finland

24

139

Germany

23

203

Ireland

11

77

Italy

49

495

Latvia

1

14

Lithuania

6

40

Norway

11

74

Portugal

3

45

Spain

46

514

Sweden

73

401

United Kingdom

110

880

Total International Markets

365

2,945

Total

1,014

11,169

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~~(1)~~

Included in the above table are 65 theatres and 334 screens that we manage or in which we have a partial interest. In the U.S. Markets segment we manage and own 50% economic interests in eight theatres and 92 screens accounted for following the equity method and own a 50% economic interest in one IMAX® screen accounted for following the equity method. In the International markets segment we manage and own 50% economic interests in 57 theatres and 240 screens accounted for following the equity method and own a 50% economic interest in one IMAX® ~~screen accounted for following the equity method.~~

Our historic growth also has been driven by a combination of organic growth and acquisition strategies, in addition to strategic alliances and partnerships that highlight our ability to capture innovation and value beyond the traditional exhibition space. For example:

~~We own an interest in NCM along with Cinemark Holdings, Inc. (“Cinemark”) and Regal Entertainment Group (“Regal”) as the “Founding Members” of NCM.~~

We believe that the reach, scope and digital delivery capability of NCM’s network provides an effective platform for national, regional and local advertisers to reach an engaged audience. We receive a monthly theatre access fee for participation in the NCM network. In addition, we are entitled to receive mandatory quarterly distributions of excess cash from NCM.

In December 2013, NCM spun-off its Fathom Events (“Fathom”) business to a newly formed limited liability company AC JV, LLC (“AC JV”). AC JV focuses exclusively on alternative content programming, including live and pre-recorded concerts, sporting events and other non-film entertainment.

We hold an interest in Digital Cinema Implementation Partners, LLC (“DCIP”), a joint venture charged with implementing digital cinema in our theatres, which has allowed us to substantially complete our planned digital deployments. Future digital cinema developments will be managed by DCIP, subject to certain approvals.

We own an interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a joint venture with certain other exhibitors and film distributors. DCDC was formed to develop a satellite distribution network for feature films and other digital cinema content. As of December 31, 2017, 611 of our theatre locations are equipped to receive content via the DCDC network.

In 2017, we made investments in Dreamscape Immersive, Inc. (“Dreamscape”) and Central Services Studios, Inc. (“Central Services Studios”) as a part of our virtual reality technologies strategy.

The following table sets forth our historical information concerning new builds (including expansions), acquisitions and dispositions (including net construction closures) and end-of-period operated theatres and screens through December 31, 2017:

Permanent/Temporary

Closures/(Openings),

New Builds

Acquisitions

net

Total Theatres


Number of

Number of

Number of

Number of

Number of

Number of

Number of

Number of

Fiscal Year

Theatres

Remodels

Theatres

Screens

Theatres

Screens

Theatres

Screens

Beginning balance

342

4,975

Calendar 2013

1

12

4

37

4

61

343

4,963

Calendar 2014

3

29

4

36

4

81

346

4,947

Calendar 2015

2

23

40

410

1

(46)

387

5,426

Calendar 2016

2

17

520

5,201

3

86

906

10,558

Calendar 2017

12

96

128

736

32

221

1,014

11,169

20

177

696

6,420

44

403

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~~The following table provides detail with respect to digital delivery, 3D enabled projection, large screen formats, such as IMAX~~® ~~and our proprietary Dolby Cinema™ at AMC, other PLF screens, enhanced food and beverage offerings and our premium seating as deployed throughout our circuit on December 31, 2017:~~

Format

Theatres

Screens

Digital

1,014

11,169

3D enabled (includes IMAX, ETX and IDX)

1,014

5,471

IMAX (3D enabled)

208

209

Dolby Cinema at AMC

89

89

Other PLF (3D enabled)

99

99

Dine-in theatres

28

430

Premium seating

268

2,631

Our Strategy

We are committed to maintaining a leadership position in the exhibition industry by focusing on ~~forward thinking~~forward-thinking initiatives for the benefit of our guests. ~~Improving~~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 ~~guest~~best in-person experience ~~remains~~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 ~~and is now supported by three strategic elements: (1) Enhance, (2) Engage and (3) Expand.~~competencies. Consistent with our history and culture of innovation, we believe our vision and relentless focus on these ~~three~~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.

~~Enhance~~

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.

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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 ~~PLF~~premium large format (“PLF”) offerings.

Comfort and Convenience ~~Innovations~~ -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, ~~upgrade~~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. ~~The quality improvement in the customer experience drives~~Upon reopening a 30% to 50% increase in attendance, on average, at these locations in their first-year post renovation. Our customers have responded favorably to the significant personal space gains from ample row depths, ability to recline or stretch their legs, extra-wide pillowed chaise and oversized armrests. The reseated theatres attract more midweek audiences than normal theatres and tend to draw more adults who pay higher ticket prices than teens or young children. We typically do not change ticket prices in the first year after renovation, however, in subsequent yearsremodeled theatre, we typically increase ~~our~~the ticket ~~prices by amounts well in excess of~~ price ~~adjustments for our non‑renovated theatres.~~

~~We plan~~ to ~~continue investing in our theatres and upgrading~~reflect the enhanced consumer experience to take greater advantage of incremental revenue-generating opportunities, primarily through an array of improved and differentiated customer experiences. These experiences include greater engagement and loyalty through world class marketing, a keen focus on the quality of on-screen presentation and programming content, more and faster deployment of comfort and convenience and food and beverage initiatives, all while developing and utilizing new technologies across these platforms for the benefit of our consumers.experience.

We also plan to open new-build theatres, explore profitable acquisitions, and expand through disciplined spot-acquisitions. A spot-acquisition is usually a single theatre that is currently leased by another party that is nearing the end of its lease term. The landlord desires to have AMC replace the existing theatre operator and assume the lease, with term extensions and perform renovations consistent with our recliner renovation program. We believe new-build construction, spot-acquisitions, and other acquisitive activity offer us additional opportunities to introduce our proven guest focused strategies to new movie-goers and will generate meaningful benefits to guests, associates, studio partners and our shareholders.

As of December 31, ~~2017,~~2022, in our U.S. markets, we ~~now feature~~featured recliner seating in approximately ~~268~~361 U.S. theatres, including Dine-in-Theatres, totaling approximately ~~2,631~~3,503 screens and representing ~~approximately 25%~~45.8% of total U.S. screens. ~~By the end~~In our International markets, as of ~~2018,~~

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December 31, 2022, we expect AMC theatres to operate 3,296 screens with recliner seating. Based on feedback from our guests, we believe there is universal appeal for the ample space, comfort and convenience of our powered recliners, and that appeal will translate into additional attendance in new markets both domestically and in Europe. As such, deploying powered recliners will be an integral strategy in the former Carmike and Odeon circuits going forward as we are targeting approximately 42% of our total screens to be comprised of screens withhad recliner seating ~~by the end~~in approximately 96 International theatres, totaling approximately 621 screens and representing 22.0% of ~~2021.~~total International screens.

We are currently testing new recliner seat designs and innovations that will continue to provide guests with an improved level of comfort and convenience while optimizing the number of seats available for guests post renovation. Reducing the number of seats removed during renovation, would expand the number of theatres we could renovate, allowing us to introduce our guest centered amenities to more movie-goers.

Rebalancing of the new supply-and-demand relationship created by recliner seating presents us two further opportunities to improve customer convenience and maximize operating results: open-source internet ticketing and reserved seating.

Open-source internet ticketing makes ~~legacy~~ AMC’s entire universe of seats ~~(over 1,220,000~~in the U.S. (approximately 1.0 million as of December 31, ~~2017)~~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 ~~over the internet,~~ either directly or through mobile apps, at our own website and ~~app~~our mobile apps and ~~Fandango~~®other third-party ticketing vendors. For the year ended December 31, 2022, approximately 66% of our tickets were purchased online in the U.S., ~~Movietickets.com~~®~~, and Atom Tickets. We believe increased~~with approximately 81% of total online access is important because it captures customers’ purchase intent more immediately and directly than if we wait for their arrival at the theatre box office to make a purchase. Carefully monitoring internet pre-sales also lets us adjust capacity in real time, moving movies thattickets being purchased through AMC.

Traditional payment sources are poised to over perform to larger capacity auditoriums or more additional auditoriums, thereby maximizing yield. During calendar 2017, our internet and mobile ticketing app services sold approximately 70 million tickets for AMC.

Reserved seating at some of AMC’s busiest theatre locations, allows our customers to choose a specific seat in advance of the movie. We believe that knowing there is a specifically chosen seat waiting for a show that promises to be a sellout is comforting to our customers, reduces anxietyevolving rapidly around the ~~experience~~globe as the use of cryptocurrencies become more popular and ~~compels ticket purchases. We believe reserved seating will become increasingly prevalent~~convenient. In response, during the fourth quarter of 2021, we introduced the ability for consumers to ~~the point of being a prerequisite~~pay for tickets, food and beverage items and associated gifts cards with cryptocurrencies in the ~~medium-term future.~~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.

We believe the comfort and personal space gains from recliner seating, coupled with the immediacy of demand captured from open-source internet ticketing and the appeal of reserved seating make a powerful economic combination for us.

Imaginative Food and Beverage ~~Initiatives -~~Initiatives.Our deployment initiatives also apply to food and beverage enhancements. ~~To address recent consumer trends, we~~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. ~~We plan to invest~~Our long-term growth strategy calls for investment across a spectrum of enhanced food and beverage formats, ranging from simple, less ~~capital‑intensive~~capital-intensive food and beverage design improvements to the development of new ~~dine‑in~~dine-in theatre options. We ~~launched~~have expanded the ~~AMC Feature Fare menu~~capabilities of our online and mobile apps to include the ability to pre-order food and beverages when advanced tickets are purchased.

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Guests are able to order food and beverage items when buying tickets in ~~2017~~advance and have the items ready upon arrival and available at dedicated pick-up areas or delivered to over 300 AMC brand locations with an additional 50-100 planned in 2018. This was the largest menu overall in AMC history. The new menu included flatbread pizzas, burgers, sandwiches, more pretzel variety and healthy snack options.seat at select theatres.

~~Leading the charge are our~~Our MacGuffins Bar and Lounges (“~~MacGuffins~~”MacGuffins”) ~~which~~ give us ~~a fresh~~an opportunity to engage our ~~over-21~~legal age customers. We believe that few innovations have won over the adult movie goer more decisively than our full-service bars featuring premium beers, wines and liquors. Extremely versatile in design with a significant impact on theatre economics, MacGuffins is our fastest growing idea in the enhanced food and beverage space. As of December 31, ~~2017,~~2022, we offer alcohol in approximately ~~309~~357 AMC theatres in the U.S. ~~markets. We expect to increase that number to approximately 325 by the end of 2018. We believe there is ample opportunity to introduce premium beers, wines~~markets and ~~liquors throughout the former Carmike~~236 theatres in our International markets and ~~Odeon circuits, and we would like to install our MacGuffins concept in as many theatres globally as we can. We will~~ continue to work with state and local officials in the United States, and the necessary officials in Europe to expand the number of theatres with this appealing amenity. Due to our success in operating MacGuffins, we believe we can leverage our substantial experience when it comes to permitting, installing and commissioning these improvements.explore expansion globally.

~~Coca Cola Freestyle~~® puts customers in charge with over 100 drink flavor options in a technologically advanced compact footprint. Our operational excellence and history of innovation rewarded us with first-mover advantage on this

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new technology, which, as of December 31, 2017, was deployed in substantially all of our AMC theatres. This technology improves the guest experience, shortens lines in our concession areas and allows for more efficient staffing.

Our commitment to participate in new technologies is evident in the recent testing of new food and beverage functionality for our new website and mobile apps. In our reserved seat auditoriums, our innovative new service allows for advance online ordering of concession items with an advance ticket order that, in certain theatres, is then delivered to the guest’s seat at a specified time of the guest’s choosing. Initial results are encouraging, and we currently operate 40 theatres with the pre-order service. We are currently evaluating system compatibility and mobile application functionality to determine timing for deployment in Europe.

~~The number of guests at legacy AMC theatres who are choosing to purchase a beverage or food item has increased from 64% of our attendance in 2011 to approximately 71% in 2017.~~

Exciting Premium Large Format Offerings ~~- Our business is a visual and aural medium requiring a keen focus on the quality of on-screen presentation and programing content to ensure success.~~. 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 ~~future~~further development of our own proprietary PLF ~~offering.~~offering, AMC Prime.

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IMAX^®. IMAX^® is one of the world’s leading entertainment technology companies, specializing in motion picture technologies and presentations.

~~IMAX~~®~~—IMAX~~® ~~is one of the world’s leading entertainment technology companies, specializing in motion picture technologies and presentations. IMAX~~® offers a unique end‑to‑end cinematic solution combining proprietary software, theater architecture and equipment to create the highest‑quality, most immersive motion picture experience for which the IMAX® ~~brand has become known globally. Top filmmakers and studios utilize IMAX~~® theaters to connect with audiences in innovative ways, and as such, IMAX’s theater network is among the most important and successful theatrical distribution platforms for major event films around the world.

As of December 31, ~~2017, legacy~~2022, AMC was the largest IMAX^® exhibitor in the U.S., with ~~187~~186 (3D enabled) IMAX^® screens ~~including~~ and a ~~49%~~55% market share. Each one of our IMAX^® local installations is protected by geographic exclusivity, and as of December 31, ~~2017,~~2022, our IMAX^® screen count was ~~100%~~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 2235 IMAX® screens in ~~Europe. We will also~~International markets. As part of our long-term growth strategy, we expect to continue to expand our IMAX^® relationship ~~into former Carmike, Odeon,~~across the U.S. and ~~Nordic theatres as we integrate all three of the circuits,~~Europe, further strengthening our position as the largest IMAX^® exhibitor in the U.S. and ~~with plans to make us the largest~~a leading IMAX^® ~~distributor~~ exhibitor in the United Kingdom and Europe.

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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.

~~Dolby Cinema™ at AMC~~— Dolby Cinema™ at AMC was introduced to AMC guests in May 2015, when we partnered with Dolby Laboratories, Inc., to unveil a premium cinema offering for movie-goers that combined 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.~~

~~In August 2016, we announced the acceleration of our Dolby Cinema™ at AMC deployment and as~~As of December 31, ~~2017,~~2022, we operated ~~89 Dolby Cinema™ at AMC auditoriums. The legacy AMC circuit expects to have 160~~156 Dolby Cinema™ at AMC auditoriums ~~operational by~~in the ~~end of 2018.~~U.S and nine Dolby Cinema™ Auditoriums in the International markets. We expect to expand the deployment of our innovative Dolby Cinema™ ~~at AMC~~ auditoriums ~~into former Carmike, Odeon,~~in both our U.S. and ~~Nordic locations~~International markets as ~~we integrate all circuits.~~

~~Prime at AMC—We believe there is considerable opportunity to add a private label PLF experience to many~~part of our long-term growth strategy.

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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 ~~superior sight~~respect to large screen formats, such as IMAX^® and ~~sound technology and enhanced seating as contrasted with~~ our ~~traditional auditoriums. This~~ proprietary ~~PLF auditorium is branded Prime at AMC and offers an enhanced theatrical experience for movie-goers beyond our current core theatres, at a lower price premium as IMAX~~® or Dolby Cinema™ ~~at AMC. Therefore, it may be especially relevant in smaller or more price sensitive markets.~~

~~Engage~~

~~Marketing~~ - AMC is engaging moviegoers marketing activities to strengthen the bonds with our current guests and create new connections with potential customers that drive both growth and loyalty. This effort begins with the legacy AMC loyalty program, AMC Stubs®, ~~which we believe is one of the most popular loyalty programs in the~~

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~~industry. AMC Stubs~~® is a customer loyalty program which allows members to earn rewards, receive discounts and participate in exclusive members‑only offerings and services. It features both a traditional paid tier called AMC Stubs Premiere™ and a new non-paid tier called AMC Stubs Insider™. Both programs reward loyal guests for their patronage of AMC theatres. The AMC Stubs Insider™ tier rewards guests for simply coming to the movies, and benefits include free refills on certain food items, discount ticket offers, a birthday gift and 20 reward points earned for every dollar spent. For a $15 annual membership fee, AMC Stubs Premiere™ members enjoy express service with specially marked shorter lines at the box office and concession stand, free size upgrades on certainother PLF screens, enhanced food and beverage ~~items, discount ticket offers, a birthday gift, discounted online ticketing fees~~offerings and ~~100 points for every dollar spent. Some of the rewards earned are redeemable~~our premium seating as deployed throughout our circuit on ~~future purchases~~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 seating	361	3,503	96	621

Laser at AMC. We launched Laser at AMC, ~~locations.~~

~~As of June 30, 2016, prior~~a broadscale initiative to ~~our national relaunch, we had 2,672,000 active member households in~~upgrade the ~~AMC Stubs~~® ~~program. As of December 31, 2017, we had more than 11,408,000 member households enrolled in both the AMC Stubs Premiere™ and AMC Stubs Insider™ programs, combined. Our AMC Stubs~~® members represented approximately 23% of AMC U.S. markets attendance during the year ended December 31, 2017. We expect the number of member households to continue to increase over the next 24 to 36 months. We believe movie-goers want to be recognized and rewarded for attending our theatres and as a result, our new AMC Stubs® program is designed to strengthen guest loyalty, attract new guests and drive additional return visits. Our much larger database of identified moviegoers also provides us with additional insight into our customers’ movie preferences, and this enables us to have both a larger and a more targeted marketing effort to support our Hollywood studio partners. We intend to creatively mine this rapidly growing consumer database to increase sales and otherwise boost loyalty to AMC.

~~Odeon currently has loyalty programs in all the major territories in which it operates. Odeon movie-goers can earn points for spending money~~projectors at the theatre, and those points can be redeemed for tickets and concession items at a later date. Odeon currently has more than three million active members in these various loyalty programs. We are currently evaluating the Odeon loyalty programs to determine how best to reward our European movie-goers and heighten guest loyalty to drive additional attendance to Odeon theatres.

Our marketing efforts are not limited to our loyalty program as we seek to improve our customer connections. Given the high degree of acceptance by consumers to interacting with companies through our website and apps, AMC introduced an all-new website and mobile application in 2016. The new website and app are designed to offer a more graphically rich interface, feature more robust content and improve functionality. We believe our new website and mobile application provide users with an improved online experience where they can more easily find information about movies, theatres and amenities and seamlessly purchase tickets and concessions online.

The competitive advantage of a robust and easy‑to‑use online and mobile presence combined with an effective loyalty program that provides better market intelligence to anticipate customer’s future behavior should allow us to capture incremental share of both entertainment dollars and time.

Additionally, to align guest expectations and cost structures across the broader U.S. platform comprised of legacy AMC and former Carmike theatres, on March 1, 2017 we announced a differentiated multi-brand strategy.

~~During 2017, all Carmike theatres were re-branded to be part of the AMC theatres. Every AMC location now operates under one of the following AMC brands:~~

~~AMC Theatres – AMC Amazing~~. Approximately 400 theatres, located primarily in larger, more urban markets, offering the AMC amazing experience through amenities such as recliner seating, MacGuffins bars, and PLF auditoriums like IMAX® ~~at AMC, Dolby Cinema™ at AMC, and AMC’s new proprietary PLF, “Prime at AMC.”~~

~~AMC Classic Theatres – America’s Hometown Theatres~~. Approximately 200 theatres, located primarily in smaller mid-sized and suburban markets, offering fun, friendly, amenities guests can depend on for a great movie-going experience with value in mind. These theatres will offer Coca-Cola Freestyle® machines and menu items like pretzel bites, movie nachos, and refillable annual popcorn buckets. Some AMC Classic theatres may include MacGuffins bars and Prime at AMC PLF auditoriums. The brand logo for AMC Classic incorporates the folded “C” graphical element from the legacy Carmike brand logo while adopting Carmike’s “America’s Hometown Theatres” tagline.

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~~AMC Dine-In Theatres – Movies with a Menu~~. Approximately 50 locations, equipped with full kitchens and MacGuffins full bars, will offer great experiences including full-service dining as well as delivery-to-seat of AMC’s menu and beverage offerings. Guests can enjoy a variety of fresh, hand-crafted menu items that rival anything they’d find at their local restaurant, as well as an exciting array of drinks and desserts; all from the comfort of their seat while taking in the latest film.

The new branding strategy is just one example of how we intend to extend our marketing strengths, including our loyalty program and our robust, easy‑to‑use online and mobile presence across our larger footprint as we work to integrate our recent acquisitions. We also expect to retain some of the existing guest engagement and marketing programs currently used at Carmike, Odeon, and Nordic to further bond with our guests.

~~Target Programming -~~ Our fundamental business, historically and now, revolves around the theatrical exhibition of Hollywood movies. If a movie is commercially available, it is likely to be playing at an AMC theatre today or tonight, because we schedule shows in the morning, afternoon and even at midnight or later, just to make sure it is convenient for our customers.

~~We also are playing movies and other content originating from more sources. We believe that as diversity grows in~~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 ~~United Kingdom~~top end of the 2D DCI specification. The technology improves image contrast, produces more vivid colors, and ~~the rest of Europe, the ability~~maximizes brightness, compared to ~~adapt and target programming for~~digital projectors with a ~~fragmented audience will become critical.~~

~~For movies targeted at diverse audiences, AMC theatres frequently experience attendance levels greater than our average, national market share. AMC theatres have~~xenon light source. We are partnering with Cinionic, a strong Bollywood following with more than 60 locations serving diaspora audiences. During the year ended December 31, 2017, AMC theatres exhibited 173 popular Indian movies which generated approximately $22.0 million of box office revenue.

Through AMC Independent™, we have also reached into the independent production and distribution community. AMC theatres played 206 films (excluding community programming and film festivals) during 2017, generating $175.0 million in U.S. box office revenue.

~~Fathom is the recognized~~global leader in ~~the alternative entertainment industry, offering a variety~~laser-powered cinema solutions,

Table of one-of-a-kind entertainment events in movie theaters nationwide that include live, high definition performances of the Metropolitan Opera, the performing arts, major sporting events, music concerts, comedy series, Broadway shows, original programming featuring entertainment’s biggest stars, socially relevant documentaries with audience Q&A and much more. We are working with FathomContents

through their Cinema-as-a-Service program which requires minimal upfront capital investment required by AMC. The initial agreement to ~~further broaden our programming options~~install 3,500 projectors is expected to ~~appeal to even wider audiences.~~be completed by 2026.

We believe we are a vital partner for Hollywood studios and for independent distributors because we generate more box office revenue per screen and provide stronger in theatre and online promotional exposure for their movies. To that end, we are committed to working with our studio partners to further innovation, exchange ideas and discover mutually beneficial ways to expand movie-going.

Expand

and Strategically Close Underperforming Theatres

~~We intend to grow through~~Our long-term growth strategy includes the deployment of our strategic growth initiatives, opening new-build theatres and ~~will continue~~continued exploration of small acquisitions. ~~Our acquisition strategy combines discipline and purpose with a strong investment thesis for each transaction that we believe will drive value in the long term.~~

~~Disciplined~~By expanding our platform through disciplined new-build theatres and acquisitions, ~~expand the platform, whether domestically or internationally, upon which~~we are able to further deploy our proven strategic initiatives while further diversifying ~~AMC’s~~our consumer base, leading to greater appeal for more films.

The additional scale achieved through ~~new build~~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~~guest-focused strategies to ~~new~~ movie-goers and will generate meaningful benefits to guests, ~~associates,~~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 of	Number of	Number of	Number of	Number of	Number of	Number of	Number of
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

Pursue Adjacent Opportunities that Extend the AMC Brand

We believe ~~significant financial~~there is considerable opportunity to extend and monetize the AMC brand outside of our movie theatre auditoriums. We plan to pursue opportunities ~~exist in~~that capitalize on our ~~current portfolio~~attractive customer base, our leading brand, our 100+ years of theatres both in the United States and in Europe, and we have a substantial pipeline of investments to exploit that offer incremental attendance-generating and revenue-generating prospects. By expanding through new-build development and acquisitions and deploying

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~~building-by-building solutions from a proprietary menu of proven, customer-endorsed comfort and convenience, enhanced~~ food and beverage expertise, and ~~premium sight~~technology capabilities.

As part of that strategy, in the fourth quarter of 2021, we announced we would be expanding our food and ~~sound concepts, we believe~~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.

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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.

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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.

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“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 ~~formula for continuing growth~~opportunity to earn additional AMC Stubs reward points when they use their AMC Entertainment Visa Credit Card at the movies and ~~success.~~on everyday purchases.

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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~~~~— Across the~~Markets. As of December 31, 2022, across our three biggest metropolitan markets in the United States—New York, Los Angeles and Chicago, representing ~~20%~~19% of the country’s total box office—we ~~hold~~held a ~~36%~~44% combined market share. ~~As of December 31, 2017, we have~~We had theatres located in ~~24 of~~ the top 25 U.S. markets, holding the #1 or #2 position in 2218 of those 25 markets based on box office revenue. ~~On any given weekend, nearly one-half of the top ten theatres for the #1 opening movie title in the United States are AMC theatres, according to data provided by Rentrak.~~ We are also the #1 theatre operator in Italy, Sweden, Norway, and Finland; the #2 operator in the United Kingdom, Ireland, ~~Italy and Spain; the #2 operator in Austria~~Spain, and Portugal; and the #4 operator in ~~Germany.~~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~~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. ~~There are inherent complexities~~We have theatres in ~~effectively and efficiently serving them. In some of our~~ more densely populated major metropolitan markets, where there is also a scarcity of attractive retail real estate opportunities. Taken together, these factors solidify our market share position. Further, our history and strong presence in these markets have created a greater opportunity to introduce our enhanced customer experience concepts and exhibit a broad array of programming and premium formats, all of which we believe drive higher levels of attendance and higher revenues at our theatres.

~~The recent Carmike acquisition further diversifies our footprint with theatres located in~~opportunities, as well as complementary suburban and rural ~~markets as well as in geographic areas of the United States like the southeast, where legacy AMC did not have a strong presence.~~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~~—Theatres.Our ~~U.S.~~ 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~~enhanced food and ~~Beverage~~beverage and ~~More Comfort~~more comfort and ~~Convenience~~convenience initiatives. Our location strategy, combined with our strong major market presence, ~~and our focus on a superior customer experience,~~ enable us to deliver industry-leading theatre-level productivity. During the year ended December 31, ~~2017, six~~2022, 8 of the ~~ten~~10 highest grossing theatres in the United States were AMC theatres, according to data provided by ~~Rentrak.~~Comscore. During the same period, AMC’s U.S. markets average total revenues per theatre was approximately ~~$6.0~~$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. ~~The net effect is a close relationship with the commercial real estate community, which often gives us first‑look and preferred tenant status on emerging opportunities.~~

~~Legacy Carmike~~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, and we believe when combined with~~structure.

In our ~~innovative strategic initiatives that productivity will improve.~~

~~Many Odeon~~International markets, many theatres ~~share similar characteristics as legacy AMC theatres in that they tend to be~~are located in ~~the~~ top retail centers in major metropolitan markets with ~~higher~~high visibility. We believe that deploying our proven strategic initiatives in these markets will help drive attendance and greatly improve productivity.

~~The Nordic~~Other theatres are in larger and mid-sized cities and towns in affluent Northern Europe as well as in the Baltic region. The theatres are well maintained including some with AMC-like amenities already evident. With a modern, up-to-date circuit and very high market share, the Nordic theatres will require some investment but not nearly the amount expected for the Odeon theatres. Nordic has an ample pipelineregions.

Deployment of ~~new-build and renovation opportunities~~

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~~already identified, and with some investment in our enhanced food and beverage and premium sight and sound initiatives, we believe there are ample growth opportunities.~~

~~Selectively Participating in a Consolidating Industry—Throughout the last two decades,~~unique pricing structures to enhance revenue. AMC has ~~been~~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 ~~active participant~~incremental increase in ~~our industry’s consolidation. We intend to selectively explore acquisitions~~attendance and corresponding increase in ~~the U.S. and internationally where the characteristics of the location, overall market and facilities further enhance the quality of our theatre portfolio.~~

Additionally, our focus on improving the customer experience and our strong relationships with landlords and developers have provided opportunities to expand our footprint in existing markets by acquiring competitors’ existing theatres at the end of their lease term at little or no cost. We believe that our More Comfort and Convenience and Enhanced Food and Beverage concepts have high appeal to landlords wanting to increase traffic and sales in their retail centers. These “spot acquisitions” have given us the ability to bolster our presence in existing markets at relatively low cost and more quickly (weeks, months) as compared to new builds (months, years).

~~Substantial Operating Cash Flow~~—For the years ended December 31, 2017, December 31, 2016 and December 31, 2015, AMC’s net cash provided by operating activities totaled $577.4 million, $431.7 million, and $467.6 million, respectively. We believe that our strategic initiatives, highly productive theatre circuit and continued focus on cost control will enable us to generate sufficient cash flow provided by operating activities to execute our strategy, to grow our revenues, maintain our facilities, service our indebtedness, continue our stock repurchase plan and pay dividends to our stockholders.

~~Experienced and Dynamic Team~~—Our senior management team, led by Adam Aron, President and Chief Executive Officer, has the expertise that we believe will be required to transform movie-going from a commodity to a differentiated entertainment experience. A dynamic and balanced team of executives combines long-tenured leaders in operations, real estate and finance who contributed to building AMC’s hard-earned reputation for operations excellence with creative entertainment and restaurant industry executives in marketing, programmingadmissions and food and beverage ~~who bring to AMC business acumen~~revenue.

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Sources of Revenue

Box Office Admissions and ~~experience that support innovation in theatrical exhibition.~~

~~Our senior management team has experience operating both domestic and international theatres.~~

With a technology platform in our Theatre Support Center that provides for real-time monitoring of AMC screens across the country and a workplace conducive to collaboration and teamwork, our management team has the organization well aligned with our strategy.

Furthermore, we believe that our people, the nearly 39,800 AMC associates, constitute an essential strength of AMC. They strive to make movie-going experiences at AMC theatres always a treat. We create events and want our customers to always feel special at an AMC theatre.

~~Key Strategic Shareholder—Our key strategic shareholder, the Dalian Wanda Group Co. (“Wanda~~”), is one of the largest, privately-held conglomerates in China. Wanda is our single largest shareholder with a 59.37% ownership stake as of December 31, 2017. In addition to its core business as a prominent developer and owner of commercial real estate, Wanda also owns related businesses in entertainment, hospitality and retail. Wanda is the largest theatre exhibition operator in China through its controlling ownership interest in Wanda Cinema Line. The combined ownership and scale of AMC and Wanda Cinema Line has enabled us to enhance relationships and obtain better terms from important food and beverage, lighting and theatre supply vendors, and to expand our strategic partnerships with IMAX® ~~and Dolby~~®~~. When our scale and Wanda’s growth are taken into account, we believe AMC is the most efficient and effective partner a content owner has. Wanda is controlled by its chairman, Mr. Jianlin Wang.~~

Film ~~Content~~

Content.Box office admissions are our largest source of revenue. We predominantly license ~~“first-run”~~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 ~~the applicable admissions revenues and~~ estimates of the final settlement pursuant to our film licenses. ~~Licenses that we enter into~~These licenses typically state that rental fees are based on ~~aggregate terms established prior to~~ the ~~opening~~box office performance of ~~the picture. In~~each film, though in certain circumstances and less frequently, our rental fees are based on a mutually agreed settlement ~~upon the conclusion of the picture.~~rate that is fixed. In some European territories, film rental fees are

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established on a weekly basis ~~for the coming week’s percentage forecast. Some European~~and some licenses use a per capita agreement instead of a revenue share, paying a flat amount per ~~ticket, where the sum is agreed in long-term agreements in advance of the film showing. Under an aggregate terms formula, we usually pay the distributor a specified percentage of~~ticket.

The North American and International industry box office ~~gross~~ have been significantly impacted by the COVID-19 pandemic. As a result, film distributors have postponed new film theatrical releases and/or ~~pay based on a scale~~shortened or disregarded the period of ~~percentages tied to different amounts of box office gross, or in Europe, we pay based on~~theatrical exclusivity (the “window”) and reduced the number of ~~weeks since release. The settlement process allows~~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 ~~negotiation based upon how a film actually performs.~~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 ~~2017 calendar~~ 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.~~revenues, which consisted of Universal, Disney, Paramount, Warner Bros., Sony, 20th Century Studios, and Lionsgate. In Europe, approximately ~~77%~~73% of our box office revenue came from films attributed to our ~~six~~four largest ~~distributors.~~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.

~~Our revenues are dependent upon the timing~~Food and popularity of film releases by distributors. The most marketable films are usually released during the summer and the calendar year-end holiday seasons. Therefore, our business is highly seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. Our results of operations may vary significantly from quarter to quarter and from year to year.

North American film distributors typically establish geographic film licensing zones and license on a film-by-film basis to one theatre in each zone. In film zones where we are the sole exhibitor, we obtain film licenses by selecting a film from among those offered and negotiating directly with the distributor. In competitive zones, where we compete with one or more exhibitors to secure film, distributors generally allocate their films to the exhibitors located in that area based on screen capacity, grossing potential, and licensing terms. In Europe, local markets are not broken up into licensing zones in the same way, therefore there is rarely a restriction on cinemas opening a film in that market. The exception is smaller films opening on a limited print number. We negotiate directly with all distributors to manage for the opening of new films.

Beverage.Food and beverage

~~Food and beverage~~ sales are our second largest source of revenue after box office admissions. Food and beverage items traditionally include popcorn, soft drinks, candy and hot dogs. Different varieties of food and beverage items are offered at our theatres based on preferences in the particular geographic region. Our traditional food and beverage strategy emphasizes prominent and appealing food and beverage offerings designed for rapid service and efficiency, including a customer friendly self-serve experience. We design our theatres to have more food and beverage capacity to make it easier to serve larger numbers of customers. Strategic placement of large food and beverage operations within theatres increases their visibility, aids in reducing the length of lines, allows flexibility to introduce new concepts and improves traffic flow around the food and beverage stands.

~~To address recent consumer trends, we have expanded our menu of~~offer enhanced food and beverage products tothat include ~~made-to-order drinks and~~ meals, ~~customized coffee,~~ healthy snacks, premium ~~beers,~~liquor, beer and wine ~~and mixed drinks~~options, and other gourmet products. ~~We plan to continue~~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~~menu improvements to the ~~development~~expansion of ~~new dine-in theatre options. The costs of these conversions in some cases are partially covered by investments from the theatre landlord.~~ our Dine-In Theatre brand.

We currently operate 2849 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.

~~Employees~~

Our MacGuffins Bar and Lounges (“MacGuffins”) give us an opportunity to engage our legal age customers. As of December 31, ~~2017,~~2022, we ~~employed 4,332 full-time~~offer alcohol in approximately 357 AMC theatres in the U.S. markets and ~~35,511 part-time employees. We consider~~236 theatres in our ~~employee relations~~International markets and continue to ~~be good.~~explore expansion globally.

Theatrical Exhibition Industry and Competition

U.S. ~~Markets~~

~~Movie-going is embedded in the American social fabric. For over 100 years people young and old, of all races and socio-economic levels, have enjoyed the entertainment that motion pictures offer.~~

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markets.In the United States, the movie exhibition business is large ~~stable~~ 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 ~~2017.~~2019. The industry’s best year ever, in terms of revenues, was ~~2016,~~2018, with box office revenues of approximately ~~$11.4~~$11.9 billion, an increase of approximately ~~2.0%~~7.1% from ~~2015~~2017, with ~~over~~ 1.3 billion admissions in the U.S. and Canada. ~~The Industry’s U.S. and Canada box office for 2017 was $11.1 billion, with over 1.2 billion admissions, a decline of approximately 2.7% from 2016.~~

The movie exhibition business has survived the booms and busts of economic cycles and has adapted to myriad changes in technology and customer behavior. There is great value for the entertainment dollar in movie-going, and no replacement has been invented for the escape and fun that a night at the movies represents.

We ~~believe the exhibition business is in the early stages of a transition. After decades of economic models driven by~~ ~~quantity~~ ~~(number of theatres, screens and seats), 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, ~~Coke~~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^®, ~~open-source internet ticketing,~~ mobile apps, social media) or sight and sound (digital ~~projectors,~~and laser projection, 3D,

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Dolby Cinema™ at AMC, IMAX^®or other PLF ~~screens or IMAX~~®)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, ~~(“NATO”)~~with the exception of box office revenues for calendar years 2022 and ~~Box Office Mojo:~~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

Box Office



Average




Revenues

Attendance

Ticket

Number of

Indoor

Calendar Year

(in millions)

(in millions)

Price

Theatres

Screens

2017

$
11,065

1,233

$
8.97

5,398

39,798

2016

11,372

1,314

8.65

5,472

39,579

2015

11,135

1,321

8.43

5,484

39,411

2014

10,353

1,267

8.17

5,463

39,356

2013

10,921

1,343

8.13

5,326

39,368

2012

10,837

1,361

7.96

5,317

39,056

2011

10,174

1,283

7.93

5,331

38,974

2010

10,566

1,339

7.89

5,399

38,902

2009

10,596

1,413

7.50

5,561

38,605

2008

9,631

1,341

7.18

5,403

38,201

2007

9,664

1,405

6.88

5,545

38,159

2006

9,210

1,406

6.55

5,543

37,765

Based on information obtained from ~~Rentrak,~~Comscore, we believe that the ~~four~~three largest exhibitors, in terms of U.S./Canada box office revenue ~~(Regal~~(AMC, Regal Entertainment Group, ~~AMC,~~and Cinemark Holdings, ~~Inc. and Cineplex~~ Inc.) generated approximately ~~65%~~54% of the box office revenues in ~~2017. This statistic is up from 35% in 2000 and is evidence that the theatrical exhibition business in the U.S. / Canada have been consolidating.~~2022.

International ~~Markets~~

markets.Movie-going is a popular leisure activity with high penetration across ~~Odeon’s and Nordic’s~~ key ~~geographies.~~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~~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, ~~that cause~~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.

~~While in any calendar year the quantity and quality of movies can drive results, in the medium term theatre attendance has remained consistent since 2012 across Odeon’s key geographies.~~ Additionally, International markets have become increasingly important. The percentage of total box office revenues attributable to International markets increased from 69% in 2012 to 72% in 2015 and is expected to continue to increase to 75% by 2019. U.S. films generate

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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~~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 Kingdom	117.5	74.6	44.0	176.0	177.3
Germany	78.6	42.5	37.3	119.9	104.2
Spain	59.8	41.5	28.7	105.8	97.8
Italy	47.9	26.6	30.2	104.7	91.8
Sweden	10.4	6.1	5.4	15.8	16.3
Ireland	10.7	6.1	3.9	15.1	15.8
Portugal	9.2	5.3	3.6	15.2	14.6
Norway	8.8	5.6	4.8	11.3	12.1
Finland	5.8	3.4	3.9	8.4	8.1
Total	348.7	211.7	161.8	572.2	538.0

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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.

~~Movie-going~~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, ~~leaving significant room for further expansion~~ and ~~growth in the United States and internationally. In addition,~~ our industry benefits from available capacity to satisfy additional consumer demand without capital investment.

Seasonality

~~Regulatory Environment~~

~~The distribution~~Our revenues are dependent upon the timing of motion ~~pictures is, in large part, regulated~~picture releases by ~~federal and state antitrust laws and has been the subject of numerous antitrust cases.~~distributors. The consent decrees, resulting from one of those cases to which we were not a party, have a material impact on the industry and us. Those consent decrees bind certain major motion picture distributors and require themost marketable motion pictures ~~of such distributors to be offered~~are usually released during the summer and ~~licensed to exhibitors, including us, on a film-by-film~~the year-end holiday seasons. Therefore, our business is seasonal, with higher attendance and theatre-by-theatre basis. Consequently, we cannot assure ourselves of a supply of motion pictures by entering into long-term arrangements with major distributors, but must compete for our licenses on a film-by-filmrevenues generally occurring during the summer months and ~~theatre-by-theatre basis.~~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, ~~“reasonably accommodate”~~including websites and mobile apps for such accommodations, be accessible to individuals with disabilities and that new construction or alterations are made to ~~“commercial facilities”~~ conform to accessibility ~~guidelines unless “structurally impracticable” for new construction or technically infeasible for alterations.~~guidelines. Non-compliance with the ADA could result in the imposition of injunctive relief, fines, and awards of damages to private litigants orand 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 ~~licensing.~~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 ~~that operate~~ in the United States, United Kingdom, Spain, Italy, Germany, ~~Austria,~~ Portugal, Ireland, Sweden, Finland, ~~Estonia, Latvia, Lithuania,~~ 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

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~~Other Acquisitions, Dispositions, Financings and Developments~~

~~Other Acquisitions~~

~~In September 2017, we acquired $5.0 million in Dreamscape and $5.0 million in Central Services Studios, Inc. as part of~~Our People.AMC associates are core to our virtual reality technologies strategy. During January 2018, we invested an additional $5.0 million in Dreamscape and $5.0 million in Central Services Studios. We do not have significant influence over these entities and will followcommitment to delivering the ~~cost method of accounting.~~

~~In December 2015, we completed the acquisition of 33 theatres and 346 screens from Starplex Cinemas.~~

~~Other Dispositions~~

On August 4, 2017, AMC and Regal Entertainment Group consummated a transaction for the sale of all the issued and outstanding ownership interests in Open Road Releasing, LLC (“Open Road”) for total proceeds of $28.8 million of which we received $14.0 million in net proceeds after transaction expenses for our 50% investment and for collection of amounts due from Open Road and recognized a gain on sale of $17.2 million.

On September 14, 2017, we completed the sale and leaseback of the real estate assets associated with seven theatres for proceeds net of closing costs of $128.4 million. The gain on sale of $78.2 million has been deferred and will be amortized over the remaining lease terms.

On December 18, 2017, we completed the sale and leaseback of the real estate assets associated with one theatre for proceeds net of closing costs of $7.8 million. The loss on sale of $0.5 million was recognized immediately.

~~In the second quarter of 2017 and~~best theatrical experience in the ~~fourth quarter~~world. They uphold AMC’s mission of ~~2016,~~focusing on the guest experience in ~~connection~~our theatres, an experience in which excellent customer service is complemented with ~~the Carmike acquisition, we divested 17 theatres as required by the Antitrust Division of the United States Department of Justice. See Part I – Recent Developments for further information.~~amazing food and beverage, comfort and premium sight and sound.

~~In January 2016, we divested of two Starplex Cinemas theatres with 22 screens, as required by the Antitrust Division of the United States Department of Justice.~~

~~Debt Financing of Acquisitions~~

~~On March 17, 2017, we completed an offering of $475.0 million aggregate principal amount of~~COVID-19 Pandemic Impacts.The pandemic has had enormous impacts on our ~~Senior Subordinated Notes due 2027 (the “Notes due 2027”). We capitalized deferred financing costs of approximately $19.8 million, related~~industry, guests and associates and has resulted in material variances in our associate metrics in calendar 2022 compared to the ~~issuance~~2019 pre-COVID-19 years. As of ~~the Notes due 2027. The Notes due 2027 mature on May 15, 2027. We will pay interest on the Notes due 2027 at 6.125% per annum, semi-annually in arrears on May 15th~~December 31, 2022, we employed a total of 33,694 employees, including part-time employees, consisting of 2,787 full-time and ~~November 15th, commencing on November 15, 2017. We used the net proceeds~~30,907 part-time employees, up from ~~the Notes due 2027 private offering, together with a portion~~an aggregate of ~~the net proceeds from the Sterling Notes due 2024 (see below) to pay a portion~~31,198 employees, including part-time and furloughed employees, consisting of ~~the consideration for the acquisition of Nordic plus related transaction fees~~3,046 full-time and ~~expenses.~~

On March 17, 2017, we completed an offering of £250.0 million additional aggregate principal amount of our Sterling Notes due 2024 and an offering of $250.0 million additional aggregate principal amount of our Sterling Notes due 2024. We used the net proceeds to pay a portion of the consideration for the acquisition of Nordic plus related transaction fees and expenses.

~~On December 21, 2016, in connection with the Carmike acquisition, we incurred $350.0 million of bridge loans (the “Bridge Loans”) under a Bridge Loan Agreement, dated~~28,152 part-time employees as of December ~~21, 2016 (the “Bridge Loan Agreement”).~~31,

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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 ~~repaid~~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 ~~Bridge Loans~~guests we serve and the movies we show on ~~February 13, 2017,~~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 ~~portion~~more inclusive work environment by leveraging associate experiences. These councils are supported by the DEI function under the guidance of the ~~net proceeds~~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 ~~our additional public offering.~~

~~On November 8, 2016, in connection with~~work programs. We also provide a number of innovative programs designed to promote physical, emotional and financial well-being. Our commitment to the ~~Carmike~~safety and ~~Odeon acquisitions, we issued $595.0 million aggregate principal amount~~health of our 5.875% Senior Subordinated Notes due 2026 and £250.0 million ($310.0 million) of our 6.375% Senior Subordinated Notes due 2024. On November 29, 2016, in connection with the Odeon acquisition, we borrowed $500.0 million of incremental term loans under our Credit Agreement, dated as of April 30, 2013 as amended.associates continues to be a top priority.

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See the Liquidity and Capital Resources section of Item 7 of Part II hereof for further information and Note 7 to our consolidated financial statements in Item 8 of Part II hereof for further information.

~~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 highly seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. Our results of operations may vary significantly from quarter to quarter.

~~Financial Information About Geographic Areas~~

For information about the geographic areas in which we operate, see Note 15 – Operating Segments in the Notes to the Consolidated Financial Statements under Part II, Item 8 hereof. During the year ended December 31, 2017, revenues from our continuing theatre operations outside the United States accounted for 26.7% of our total revenues. We currently have operations in the U.S., United Kingdom, Austria, Germany, Ireland, Italy, Portugal, Spain, Sweden, Finland, Estonia, Latvia, Lithuania, Norway, and Denmark, which are reflected in the consolidated financial statements.

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. ~~In addition, the public may read and copy any materials that we file with the~~The Securities and Exchange Commission ~~at the Securities~~maintains a website (www.sec.gov) that contains reports, proxy and ~~Exchange Commission Public Reference Room at 100 F Street, NW, Washington, DC 20549. The public may obtain~~information statements and other information about the ~~operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.~~Company.

Information about our Executive Officers

The following table sets forth certain information regarding our executive officers and key employees as of February ~~12, 2017:~~28, 2023:


Name	Age	Position(s) Held
Adam M. Aron	63	68	Chairman of the Board, Chief Executive Officer ~~President~~ and ~~Director~~President
~~Craig R. Ramsey~~Sean D. Goodman	66 57	Executive Vice President, ~~and~~International Operations, Chief Financial Officer
~~John D. McDonald~~	60	~~Executive Vice President, U.S. Operations~~ and Treasurer
Elizabeth Frank	48 53	Executive Vice President, Worldwide Programming and Chief Content Officer
~~Mark A. McDonald~~Eliot Hamlisch	59 40	Executive Vice President, ~~Global Development~~Chief Marketing Officer
~~Stephen A. Colanero~~Daniel Ellis	51 54	Executive Vice President, Chief Operations and ~~Chief Marketing~~Development Officer
Kevin M. Connor	55 60	Senior Vice President, General Counsel and Secretary
Chris A. Cox	52 57	Senior Vice President, ~~and~~ Chief Accounting Officer
Carla ~~Sanders~~C. Chavarria	52 57	Senior Vice President, Chief Human Resources Officer

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, except that Messrs. John D. McDonald and Mark A. McDonald are brothers.~~officers.

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Mr. Adam Aron has served as Chief Executive Officer, President and Director of the Company since January ~~2016.~~2016, and as Chairman of the Board of Directors since July 2021. From February 2015 to December 2015, Mr. Aron was ~~appointed~~ 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 ~~a co-owner currently.~~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

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Holdings Inc. from 2007 to 2014. Mr. Aron received a Master’s of Business Administration degree with distinction from ~~the~~The Harvard Business School and a ~~bachelor~~Bachelor of ~~arts~~Arts degree cum laude from Harvard College.

Mr. ~~Craig R. Ramsey~~Sean D. Goodmanhas served as AMC’s Executive Vice President, Chief Financial Officer and Treasurer since January 2022, Executive Vice President and Chief Financial Officer ~~of AMC since April 2002. Mr. Ramsey served as Interim Chief~~from February 2020 to January 2022, and Executive Officer and President of the Company from August 7, 2015 until January 4, 2016. Mr. Ramsey served as Secretary of the Company from April 2002 until April 2003. Mr. Ramsey served as Senior Vice President, Finance, Chief Financial Officer and Chief Accounting Officer from August 1998 until May 2002. Mr. Ramsey served as Vice President Finance from ~~January 1997~~December 2019 to ~~August 1998,~~February 2020. Mr. Goodman’s areas of responsibility at AMC include information technology, procurement, and ~~prior thereto,~~international operations. Mr. ~~Ramsey had~~Goodman has served on the Board of Directors of Hycroft Mining, Inc. as ~~Director of Information Systems and Director of Financial Reporting~~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 ~~February 1995.~~his career, Mr. ~~Ramsey~~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 ~~over 30 years~~a Master’s of ~~experience in finance in public and private companies. Mr. Ramsey holds a B.S. degree in Accounting and~~ Business Administration degree from The Harvard Business School and a Bachelor of Business Science Degree (with honors) from the University of ~~Kansas.~~Cape Town in South Africa. Mr. Goodman is also a certified public accountant.

~~Mr. John D. McDonald~~ has served as Executive Vice President, U.S. Operations of AMC since July 2009. Prior to July 2009, Mr. McDonald served as Executive Vice President, U.S. and Canada Operations effective October 1998. Mr. McDonald served as Senior Vice President, Corporate Operations from November 1995 to October 1998. Mr. McDonald is a member of the National Association of Theatre Owners Advisory board of directors, Chairman of the Technology Committee for the National Association of Theatre Owners, and member of the board of directors for DCIP. Mr. McDonald has successfully managed the integration for the Gulf States, General Cinema, Loews, and Kerasotes mergers and acquisitions. Mr. McDonald attended California State Polytechnic University where he studied economics and history.

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 ~~Masters~~Master’s of Business Administration from The Harvard ~~University.~~Business School.

Mr. ~~Mark A. McDonald~~Eliot Hamlisch has served as Executive Vice President, Global Development of AMC since July 2009. Prior thereto, Mr. McDonald served as Executive Vice President, International Operations from December 1998 to July 2009. Prior thereto, Mr. McDonald had served as Senior Vice President, Asia Operations since November 1995. Mr. McDonald holds a B.A. degree from the University of Southern California and a M.B.A. from the Anderson School at University of California Los Angeles.

~~Mr. Stephen A. Colanero~~ ~~has served as Executive Vice President and~~ Chief Marketing Officer of AMC since ~~December 2009.~~March 2022. Prior to joining AMC, Mr. ~~Colanero~~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 ~~Marketing for RadioShack Corporation~~Arts from ~~April 2008~~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 ~~December 2009. Mr. Colanero also~~March 2022, he served as Senior Vice President ~~of Retail Marketing for Washington Mutual Inc. from February 2006~~Development & International. From December 21, 2016 to ~~August 2007 and~~March 2020, he served as Senior Vice President, ~~Strategic Marketing~~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 ~~Blockbuster Inc. from November 1994 to January 2006.~~the State of Georgia. Mr. ~~Colanero~~Ellis holds a ~~B.S. degree in Accounting~~Bachelor of Business Administration from ~~Villanova~~Georgia Southern University, a Master’s of Business Administration from Mercer University, and a ~~M.B.A. in Marketing and Strategic Management~~Juris Doctorate degree from ~~The Wharton School at~~ the University of ~~Pennsylvania.~~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

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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, ~~and~~ 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.

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Ms. Carla ~~Sanders~~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. ~~Sanders~~Chavarria served as Vice President, Human Resources Services from September 2006 to January 2014. Prior thereto, Ms. ~~Sanders~~Chavarria served as Vice President, Recruitment and Development from April 2005 to September 2006. Ms. ~~Sanders’~~Chavarria’s prior experience includes human resources manager and director of employment practices. Ms. Sanders began her career at AMC in 1988 as a theatre manager in Philadelphia. Ms. Sanders serves as co-chair for the AMC Cares Invitational and is a member of the AMC Investment Committee. She is formerly a board member for the Quality Hill Playhouse and Big Brothers Big Sisters of Kansas City. She currently serves on the boards of the Kansas City Zoo, Negro League Baseball Museum and is the chair of Win Win. Ms. Sanders has over 20 years of human resources experience. Ms. SandersChavarria 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;

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●

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;

●

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

●

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;

●

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

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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;

●

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 ~~Factors Associated with AMC’s Business~~Related to the COVID-19 Pandemic

~~We depend on motion picture production and performance.~~

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 ~~successful performance~~course of ~~these motion pictures, particularly~~2021, we are not generating the ~~sustained success~~attendance and revenue from admissions and food and beverage sales compared to historical levels. The extent of ~~any one motion picture,~~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 ~~an increase in effective marketing efforts of the major motion picture studios, may generate positive results for~~if our business ~~and operations in a specific fiscal quarter or year that may not necessarily be indicative of, or comparable~~will return 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. In addition, a change in the type and breadth of movies offered by motion picture studios may adversely affect the demographic base of movie-goers.closer to normal levels.

~~Except~~While we plan to closely monitor our costs to the extent ~~that~~possible, we ~~own some film distribution rights in a small number of European territories, we have no control over distributors of~~continue to incur significant cash outflows, including interest payments, taxes, critical maintenance capital expenditures, and certain compensation and benefits payments.

With the ~~films and our business may be adversely affected if our access to motion pictures is limited or delayed.~~

~~We rely on distributors of motion pictures, over whom we have no control,~~changing operating landscape for the ~~films that~~film exhibition industry following the COVID-19 pandemic, we ~~exhibit. Major~~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

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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

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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 ~~law~~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 ~~offer~~drive increased operating revenues and ~~license film~~attendance, scheduled releases are postponed or moved to ~~exhibitors, including us, on~~the home video market, or if the attendance levels of, and revenues generated by, our theatres normalize at a ~~film-by-film~~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 ~~theatre-by-theatre basis. Consequently,~~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 ~~cannot assure ourselves~~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 supply of motion pictures by entering into long‑term arrangements with major distributors, but must compete for our licenses on a film-by-film and theatre-by-theatre basis. Our business depends on maintaining good relations with these distributors, as this affects our ability to negotiate commercially favorable licensing terms for first-run filmsfuture liquidation or ~~to obtain licenses at all. With only seven distributors representing approximately 88%~~bankruptcy proceeding, in which case holders of the ~~U.S. box office in 2017, there is~~Company’s Common Stock and AMC Preferred Equity Units would likely suffer a ~~high~~total loss of their investment.

Our substantial level of ~~concentration in the industry. Our business may be adversely affected if~~indebtedness and 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 substantial debt~~current liquidity constraints could adversely affect our ~~operations~~financial condition and ~~prevent us from satisfying those debt obligations.~~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 ~~significant~~substantial amount of ~~debt.~~ indebtedness, which requires significant interest payments. As of December 31, ~~2017,~~2022, we had outstanding approximately ~~$4,886.7~~$5,140.8 million of indebtedness ($~~4,963.6~~4,949.0 million ~~face~~aggregate principal amount), which consisted of $1,337.6 million under our Senior Secured Credit Facility ($1,359.3 million face amount), $2,654.5 million of our existing subordinated notes ($2,720.1 million face amount), $240.4 million of the Carmike Notes ($230.0 million face amount), a $2.8 million ($2.8 million face amount) promissory note, and ~~$651.4~~$58.8 million of existing ~~capital and financing~~finance lease obligations. As of December 31, 2017, we had $212.8 million available for borrowing under our Senior Secured Revolving Credit Facility and £84.3 million ($113.0 million) available for borrowing under our Odeon Revolving Credit Facility. As of December 31, 2017,2022, we also had approximately ~~$6.9~~$4.8 billion of ~~undiscounted~~discounted rental payments under operating leases

~~Table~~ (with a weighted average remaining lease term of ~~Contents~~9.4 years).

~~(with initial base~~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 ~~generally between 15~~for the deferred lease amounts due to ~~20 years). The amount~~COVID-19.

Our substantial level of ~~our~~ indebtedness and ~~lease and other financial obligations~~the current constraints on our liquidity could have important consequences, ~~to our stockholders. For example, it could:~~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

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~~increase our vulnerability~~condition to ~~general adverse economic and industry conditions;~~

~~limit our ability to obtain additional financing~~the financial covenant suspension set forth in the ~~future for working capital, capital expenditures, dividend payments, acquisitions, general corporate purposes~~Credit Agreement may result in an event of default under the Credit Agreement or ~~other purposes;~~

resume testing of the financial covenant;

●

~~require us to dedicate~~we must use a substantial portion of our cash flow from operations to ~~the payment of lease rentals~~pay interest and principal ~~and interest~~ on our indebtedness, ~~thereby reducing the~~which reduces or will reduce funds available to us for ~~operations, dividends~~other purposes such as working capital, capital expenditures, other general corporate purposes and ~~any future business opportunities;~~

potential acquisitions;

●

~~limit~~ our ~~planning flexibility for, or~~ ability to ~~react~~refinance such indebtedness or to ~~changes~~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 ~~business and the industry; and~~

senior credit facilities have variable rates of interest;

●

~~place~~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 ~~competitors who~~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 ~~have less indebtedness~~be more vulnerable to economic downturn and adverse developments in our business, including potential economic recession, inflation, and other ~~obligations or greater access to financing.~~

risks that may negatively impact discretionary income and our operating revenues, and attendance levels.

If 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 ~~fail~~now face could intensify. Our ability to ~~make any required payment~~access funding under our ~~Senior Secured Credit Facility or~~revolving credit facilities will depend upon, among other things, the ~~indentures governing our notes or~~absence of an event of default under such indebtedness, including any event of default arising from a failure to comply with ~~any of~~ the ~~financial and operating~~related covenants. If we are unable to comply with our covenants ~~contained therein, we would be in default. Lenders~~ under our ~~Senior Secured Credit Facility or holders of~~indebtedness, our notes, as applicable, could then decide to accelerate the maturity of the indebtedness under the Senior Secured Credit Facility or the indentures and in the case of the Senior Credit Facility, foreclose upon the stock and personal property of our subsidiaries that is pledged to secure the Senior Secured Credit Facility. Other creditors might then accelerate other indebtedness. If the lenders under the Senior Secured Credit Facility or holders of our notes accelerate the maturity of the indebtedness thereunder, we might not have sufficient assets to satisfy our obligations under the Senior Secured Credit Facility, the indentures, or our other indebtedness. Our indebtedness under our Senior Secured Credit Facility bears interest at rates that fluctuate with changes in certain prevailing interest rates (although, subject to certain conditions, such ratesliquidity may be ~~fixed for certain periods). If interest rates increase, we may be unable~~further adversely affected.

Our ability to meet our ~~debt service obligations~~expenses, to remain in compliance with our covenants under our ~~Senior Secured Credit Facility~~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 ~~indebtedness.~~

~~The agreements governing~~factors. We are not able to control many of these factors. Given current industry and economic conditions, our ~~indebtedness contain covenants that may limit our ability to take advantage of certain business opportunities advantageous to us.~~

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

~~incur or guarantee additional indebtedness;~~

~~pay dividends or make other distributions to our stockholders;~~

~~make restricted payments;~~

~~incur liens;~~

~~engage in transactions with affiliates; and~~

~~enter into business combinations.~~

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

~~At the same time, the covenants in the instruments governing our indebtedness~~cash flow may not ~~provide investors with protections against transactions they may deem undesirable. Although the indentures governing our notes contain a fixed charge coverage test that limits our ability~~be sufficient to incur indebtedness, this limitation is subject to a number of significant exceptions and qualifications. Moreover, the indentures do not impose any limitation on our incurrence of lease obligations or liabilities that are not considered “Indebtedness” under the indentures (such as operating leases), nor do

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they impose any limitation on the amount of liabilities incurred by subsidiaries, if any, that might be designated as “unrestricted subsidiaries,” which are subsidiaries that we designate, that are not subject to the restrictive covenants contained in the indentures governing our indebtedness.

Furthermore, there are no restrictions in the indentures on our ability to invest in other entities (including unaffiliated entities) and no restrictions on the ability of our subsidiaries to enter into agreements restricting their abilityallow us to pay ~~dividends or otherwise transfer funds to us. Also, although the indentures limit our ability to make dividends~~principal and ~~other restricted payments, these restrictions are subject to significant exceptions and qualifications.~~

~~If our cash flows prove inadequate to service~~interest on our debt and ~~provide for~~meet our other ~~obligations, we~~obligations.

To the extent our relationship with lenders is negatively affected by disputes that may arise from time to time, it may be ~~required~~more difficult to ~~refinance~~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 ~~existing debt~~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 ~~debt at terms unfavorable to us.~~cash flows, and declines

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in the market price of our Common Stock or AMC Preferred Equity Units or declines in the fair value of our debt. Our ~~ability~~valuation methodology for assessing impairment requires management to make ~~payments~~judgments and assumptions based on historical experience and ~~refinance~~projections of future operating performance, including estimating the fair value of our ~~debt~~corporate borrowings and other financial obligations and to fund our capital expenditures and acquisitions will depend on our ability to generate substantial operating cash flow. This will depend on our future performance, which will be subject to prevailing economic conditions and to financial, business and other factors beyond our control.

In addition, our debt obligations require us to repay or refinance our obligations when they come due. If our cash flows were to prove inadequate to meet our debt service, rental and other obligations in the future, wefinance lease obligations. We may be required to ~~refinance all~~record future charges to earnings during the period in which an impairment of goodwill or ~~a portion~~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 ~~existing or future debt, on or before maturity,~~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 sell assets or to obtain additional financing. We cannot give assurance that we will be able to refinance any of our indebtedness, including our Senior Secured Credit Facility and our notes, sell any such assets, or obtain additional financing on commercially reasonable terms or at all.

~~The terms~~the enterprise fair values of the ~~agreements governing our indebtedness restrict, but do not prohibit us from incurring additional indebtedness. If we are in compliance with~~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 ~~financial covenants set forth~~Odeon and Nordic trade names, respectively, in the ~~Senior Secured Credit Facility~~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 ~~our other outstanding debt instruments, we may be able to incur substantial additional indebtedness. If we incur additional indebtedness,~~impairment of equity method investments recorded in equity in (earnings) loss of non-consolidated entities of $8.6 million during the ~~related risks that we face may intensify.~~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 ~~$630.6~~$202.0 million, ~~$421.7~~$92.4 million, and ~~$333.4~~$173.8 million for the years ended December 31, ~~2017,~~2022, December 31, ~~2016~~2021 and, December 31, ~~2015,~~2020, respectively. We estimate that our ~~gross~~ cash outflows for capital expenditures, net of landlord contributions, will be approximately ~~$600.0~~$150 million to ~~$640.0 million, before giving effect to expected landlord contributions of approximately $140.0 million to $150.0~~$200 million for the year ending December 31, ~~2018. The~~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 ~~have to~~reduce capital expenditures significantly or seek additional financing or issue additional securities, ~~to fully implement our~~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

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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 ~~times,~~the end of 2022.

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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.~~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~~multi-national circuits, national circuits, regional circuits or smaller independent exhibitors. Competition among theatre exhibition companies is often intense with respect to ~~the following factors:~~

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

~~Table~~attracting patrons, terms for licensing of ~~Contents~~

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

~~Theatre Locations.~~ We must compete with exhibitors and others in our efforts to locate and acquire attractive new and existing sites for our theatres and when renewing leases on our existing theatres. There can be no assurance that we will be able to acquire such new sites or existing theatres at reasonable prices or on favorable terms. Moreover, some of these competitors may be stronger financially than we are. As a result of the foregoing, we may not succeed in acquiring theatres or may have to pay more than we would prefer to make an acquisition.

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

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

maintaining desirable locations.

We also compete with other film delivery methods, including video streaming, network, syndicated cable and satellite television, ~~and DVDs,~~ as well as video-on-demand, pay-per-view services, ~~video~~and subscription streaming ~~and downloads via the Internet.~~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

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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 ~~may~~will be impacted by shrinking theatrical exclusive release ~~windows.~~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 ~~six~~four months to approximately ~~three to four~~one-and-one half months. ~~If patrons choose to wait for in-home viewing options rather than attend a theatre for viewing~~Additionally, during the ~~film, it may adversely impact our business and results of operations, financial condition and cash flows. In 2011, several major film~~COVID-19 pandemic, certain movie studios ~~tested premium video-on-demand products released in homes approximately 60 days after a movie’s~~adopted strategies that have eliminated the theatrical ~~debut, which threatened the length of the~~exclusive release window. ~~In January 2015, Amazon Studios announced its intention to produce and acquire original movies for~~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 ~~with video streaming available just 4~~window. These practices have significantly impacted our revenues and are expected to ~~8 weeks after their theatrical debut. We cannot give assurance that this release window, which is determined by the film studios, will not shrink further or be eliminated altogether, which could~~continue to have an adverse impact on our business and results of ~~operations.~~operations going forward.

~~Our~~We rely on our information systems to conduct our business, ~~is subject~~and any failure to ~~international economic, political and other risks that~~protect these systems against security breaches or failure of these systems themselves could ~~negatively~~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 ~~condition.~~

~~As a result~~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 ~~Odeon and Nordic Acquisitions, 26.7%~~underlying business of ~~our revenues were derived from countries outside the United States for the year ended December 31, 2017. The success of our acquisitions of Odeon and Nordic is dependent upon~~an enterprise. Any disruptions affecting our ability to ~~operate~~accurately report our financial performance on a timely basis could adversely affect our business in ~~markets where we have limited experience and 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 impact of the United Kingdom’s exit from the European Union and the potential that other countries could also exit;~~

~~Table~~a number of ~~Contents~~

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;~~

~~exposure to piracy laws and regulations, including the European Union GDPR;~~

~~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;~~

multijurisdictional data protection and privacy laws, including GDPR, which is expected to be effective in May 2018 and restrictions on transferring personally identifiable information outside of a jurisdiction; and

~~tariffs and other trade barriers.~~

respects. If we are unable to ~~manage~~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 ~~complexity~~retention of our ~~global operations successfully, it~~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

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~~We may not achieve~~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 ~~expected benefits~~availability, quality, and ~~performance from our recent acquisitions.~~

~~As a result~~cost of the items we buy and the operations of our ~~recent acquisitions~~business. Supply chain risk could increase our costs and limit the availability of ~~Carmike, Odeon,~~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 ~~Nordic,~~beverage options without comparable alternatives, we ~~expect to achieve certain synergies and cost savings through, for example, reducing general and administrative expenses~~may experience a reduction in sales during the time affected by ~~combining operating functions such as accounting, finance and technology, achieving~~the shortage or thereafter if our guests change their purchasing ~~efficiencies and achieving revenue enhancements resulting~~habits. During the recovery from the ~~acquisitions. However, there~~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 ~~will~~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 ~~able~~unable to ~~generate sufficient cash flow from these acquisitions~~raise the prices of our movie tickets or food and beverage products enough to ~~service~~keep up with the ~~indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. Nor can there be any assurance that~~rate of inflation, which would reduce our profitability, ~~will be improved by these or any future acquisitions. Although we have a long history~~and continued inflationary pressures could impact our business, financial condition, and results of ~~successfully integrating acquisitions, any acquisition involves risks, such as:~~operations.

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

~~the potential disruption of our ongoing business;~~

~~the diversion of management’s attention and other resources;~~

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

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

~~the potential impairment of relationships with employees;~~

~~unexpected costs, charges or expenses;~~

~~our effective implementation and customer acceptance of our marketing strategy, including our loyalty programs;~~

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

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

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 ~~as we introduce this concept~~ 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.

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~~We rely on our information systems to conduct our business,~~Climate change, adverse weather conditions and ~~any failure to protect these systems against security breaches or failure of these systems themselves~~natural disasters could adversely affect our ~~business, results~~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 ~~operations and liquidity and could~~climate change can close theatres for days due to pervasive power outages, flooding, or wildfires. These severe weather events can also result in ~~litigation~~delays in the construction of new theatres, interruptions to the availability or increases in the cost of utilities, and ~~penalties.~~shortages in the supply, or increases in the costs of concessions and other supplies required for operations. Additionally, ~~if these systems fail~~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 ~~become unavailable for any significant period of time,~~consumers spend less on food and beverage, our ~~business~~operations could be ~~harmed.~~

~~The efficient operation~~adversely affected. In addition, our operations could be adversely affected if consumers’ discretionary income falls as a result of ~~our business is dependent on computer hardware and software systems. Among~~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 things, these systems collect and store certain personal information from customers, vendors and employees and process customer payment information. Additionally, open source internet ticketing allows tickets for all ofpandemics or epidemics, could cause people to avoid our theatres or other public places where large crowds are in attendance. In addition, due to ~~be sold by various third-party vendors on websites using information systems we do not control. Our information systems and~~our concentration in certain markets, natural disasters such as hurricanes or earthquakes in those maintained by our third-party vendors and the sensitive data they are designed to protect are vulnerable to security breaches by computer hackers, cyber terrorists and other cyber attackers. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems, and we rely on our third-party vendors to take appropriate measures to protect the confidentiality of the information on those information systems. However, these measures and technology may not adequately prevent security breaches. Our information systems may become unavailable or fail to perform as anticipated for any reason, including viruses, loss of power or human error. Any significant interruption or failure of our information systems or those maintained by our third-party vendors or any significant breach of securitymarkets could adversely affect our ~~reputation with our customers, vendors and employees and could adversely affect our business,~~overall results of operations and liquidity and could result in litigation against us or the imposition of penalties. A significant interruption, failure or breach of the security of our information systems or those of our third-party vendors could also require us to expend significant resources to upgrade the security measures and technology that guard sensitive data against computer hackers, cyber terrorists and other cyber attackers. We maintain cyber risk insurance coverage to protect against such risks, however, there can be no assurance that such coverage will be adequate.operations.

~~We may incur future impairment charges to goodwill or long-lived assets and future theatre and other closure charges.~~

We review long‑lived assets, including goodwill, indefinite-lived intangible assets and other intangible assets, marketable securities and non‑consolidated entities for impairment annually and 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 its associated carrying value, including goodwill. 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. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and projections of future operating performance. 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, 2017, December 31, 2016, and December 31, 2015, we recorded impairment charges of $43.6 million, $5.5 million, and $1.7 million, respectively. During 2017, we impaired 12 theatres in the U.S. markets with 179 screens (in Illinois, Texas, Virginia, Michigan, Oklahoma, New York and Maryland).

We have a significant amount of goodwill on our balance sheet as a result of acquisitions. As of December 31, 2017, goodwill recorded on our consolidated balance sheet totaled $4,931.7 million. In light of the decline in the market price of our common stock since the second quarter of 2017, we performed an interim goodwill impairment test as of September 30, 2017 and again as of December 31, 2017. Based on the results of these tests, we determined that the goodwill recorded on our consolidated balance sheet was not impaired. However, if the market price of our common stock further declines from current levels, 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. Examples of such adverse events or circumstances that could change include (i) an adverse change in macroeconomic conditions; (ii) increased cost factors that have a negative effect on our earnings and cash flows; (iii) negative or overall declining financial performance compared with our actual and projected results of relevant prior periods; and (iv) a sustained decrease in our share price. Any impairment charges that we may take in the future could be material to our results of operations and financial condition and could adversely affect our stock price.

The opening of new theatres by us and certain of our competitors has drawn audiences away from some of our older theatres. In addition, demographic changes and competitive pressures have caused some of our theatres to become unprofitable. Since not all theatres are appropriate for our new initiatives, we may have to close certain theatres or recognize impairment losses related to the decrease in value of particular theatres. Deterioration in the performance of

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our theatres could require us to recognize additional impairment losses and close additional theatres, which could have an adverse effect on the results of our operations. We continually monitor the performance of our theatres, and factors such as changing consumer preferences and our inability to sublease vacant retail space could negatively impact operating results and result in future closures, sales, dispositions and significant theatre and other closure charges prior to expiration of underlying lease agreements.

~~We may be limited in our ability to utilize, or may not be able to utilize, net operating loss carryforwards to reduce our future tax liability.~~

As of December 31, 2017, we had an estimated federal income tax loss carryforward of $443.9 million and estimated state income tax loss carryforward of $404.0 million which will be limited annually due to certain change in ownership provisions of the Internal Revenue Code, as amended (“IRC”), Section 382. The federal tax loss carryforwards prior to January 1, 2018 will begin to expire in 2018 and will completely expire in 2036. Any federal tax loss carryforwards generated after January 1, 2018 will be available to be used indefinitely. Our state loss carryforwards may be used over various periods ranging from 1 to 20 years. As of December 31, 2017, we had estimated foreign income tax loss carryforwards of $638.6 million. Our foreign tax loss carryforwards are available to be used indefinitely, except approximately $12.9 million which will expire in various periods ranging from 1 to 20 years. The tax loss carryforwards are reflected in our balance sheet as an asset valued at our current effective rate and reduced by the valuation allowance.

We have experienced numerous “ownership changes” within the meaning of Section 382(g) of the IRC, including our merger with Wanda. These ownership changes have and will continue to subject our tax loss carryforwards to annual limitations which will restrict our ability to use them to offset our taxable income in periods following the ownership changes. In general, the annual use limitation equals the aggregate value of our equity at the time of the ownership change multiplied by a specified tax‑exempt interest rate. On December 21, 2016 we acquired Carmike Cinemas, Inc. Carmike has experienced numerous “ownership changes” within the meaning of Section 382(g). These ownership changes have and will continue to subject losses acquired with the transaction to annual limitations which will restrict our ability to use them to offset our taxable income in periods following the ownership changes.

We are subject to complex taxation, changes in tax rates, adoption of new U.S. 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 U.S. and in foreign jurisdictions where we operate. Current economic and political conditions, including the recent United Kingdom referendum in which voters approved an exit from the E.U., make tax rates and policy in any jurisdiction, including the U.S., U.K. and E.U., subject to significant change. Recent examples include the Organization for Economic Co‑operation and Development’s (“OECD”) recommendations on Base Erosion and Profit Shifting (“BEPS”), the European Commission’s Anti‑Tax Avoidance Package, and the U.S. Tax Cuts and Jobs Act signed into law in December 2017. The costs of compliance with these laws and regulations are high and are 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.

Our income tax expense includes deferred income taxes arising from changes in temporary differences between the financial reporting and tax bases of assets and liabilities, credit carry-forwards and net operating losses. We evaluate the realizability of our deferred income tax assets and assess the need for a valuation allowance 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 assets 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 credit carry-forwards and net operating losses expire. Our assessment of the realizability of our deferred income tax assets requires significant judgment. 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~~

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assets, along with the change in U.S. Federal enacted tax rates, and as a result we have recorded a valuation allowance against all of the U.S. deferred tax assets and liabilities, except those deemed indefinite-lived. This resulted in a charge to our income tax provision of approximately $310 million in our U.S. markets during the fourth quarter of 2017. For our U.S. markets, a total income tax provision of $154.3 million was recorded for the year ended December 31, 2017. There are no assurances that we will not increase or decrease the valuation allowances in future periods against deferred tax assets and liabilities. Any increase in the valuation allowance would result in additional deferred tax expense; likewise, any decrease would result in additional deferred tax benefit. Any deferred tax expense could have a material adverse effect on our results of operations and financial condition.

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

Given our size and market share, pursuit of acquisition opportunities that would increase the number of our theatres in markets where we have a leading market share would likely result in significant review by antitrust regulators in the applicable jurisdictions, and we may be required to dispose of theatres in order to complete such acquisition opportunities. For example, in connection with the acquisition of Carmike, we were required, among other things, to dispose of 17 theatres located in various markets across the United States to obtain approval of the transaction. 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 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, ~~data protection and~~ licensing for the sale of food and, in some theatres, alcoholic ~~beverages.~~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~~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.

~~We are presently cooperating with the relevant governmental authorities in connection with certain Civil Investigative Demands (“CIDs”) received from the Antitrust Division of~~In the United States, Department of Justice and from the Attorneys General for the States of Ohio, Texas, Washington, Florida, New York, Kansas and from the District of Columbia concerning potentially anticompetitive conduct, including film clearances and partnering in certain joint ventures. We may receive additional CIDs from antitrust authorities in other jurisdictions in which we operate. If we were found to have violated antitrust laws, it could have a material adverse effect on our operations and financial condition.

~~In the U.S.,~~ 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~~Non-compliance with the ADA could result in the imposition of injunctive relief, fines, and an award of damages to private litigants or additional capital expenditures to remedy such ~~noncompliance,~~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.

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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 ~~replace our earnings from NCM,~~succeed in acquiring other exhibition companies or ~~our investment~~we may have to dispose of a significant number of theatres in ~~NCM may otherwise be negatively impacted, as a result of the competitive environment~~key markets in ~~which NCM operates or our obligation~~order to ~~divest most of our equity interest in NCM.~~

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 ~~maintained an investment in NCM. NCM’s in-theatre advertising~~violated antitrust laws, it could have a material adverse effect on our operations ~~compete with other cinema advertising companies~~and financial condition.

Our business is subject to international economic, political and other ~~advertising mediums including, most notably, television, newspaper, radio and the Internet. There can be no guarantee~~risks that in-theatre advertising will continue to attract major advertisers or that NCM’s in-theatre advertising format will be favorably received by the theatre-going public. If NCM is unable to generate expected sales of advertising, it may not maintain the level of profitability it hopes to achieve, itscould negatively affect our business, results of operations and ~~cash flows may be adversely affected and our investment in and revenues and dividends from NCM may be adversely impacted.~~

On December 20, 2016, in resolution of a complaint filed by the United States Department of Justice, Antitrust Division, the United States District Court for the District of Columbia issued a Hold Separate Stipulation and Order (the “Order”) requiring us to divest sufficient interests in NCM to reduce our beneficial ownership to 4.99% on a fully converted basis. Pursuant to the Order, we must decrease our ownership levels on the following schedule:


	~~Ownership~~
~~Date~~	~~Limit~~
~~December 20, 2017~~		~~15.0%~~
~~December 20, 2018~~		~~7.5%~~
~~June 20, 2019~~		~~4.99%~~

In addition, we agreed to transfer 24 theatres with a total of 384 screens to the Screenvision network, the cinema screen advertising business in which Carmike participates. This includes five Carmike theatres that implemented the Screenvision network prior to completion of the Carmike acquisition, an AMC theatre required to extend its existing term with the Screenvision network, and an AMC theatre that was also included in the divestitures.

Pursuant to the Order, we are enjoined from making any additional acquisitions, directly or indirectly, of ownership interests in NCM except in situations involving an adjustment resulting from annual audience attendance or an acquisition of a movie theatre or movie theatre chain. If our ownership of NCM exceeds the applicable threshold as a result of the situations described above, we will have 90 days to sell down our interests so that their ownership complies with the applicable threshold. As a result of these requirements, we may have to sell portions of our investment in NCM below current market value, we will cease receiving distributions as to the interests we sell, and we may incur significant tax liability. The reinvestment or other uses we make of any proceeds we receive as a result of the sales of our interest in NCM may not generate the same earnings we currently receive from our investment.

In 2017, we sold 14,800,000 shares of NCM, Inc. in response to the Final Judgment and are in compliance with the ownership directives. We have recorded impairment losses and losses on the disposition of our NCM ownership interest of approximately $230.7 million and we recorded a charge of $22.6 million related to the return of NCM units for a waiver of exclusivity in connection with the Final judgment by the DOJ.

financial condition.

As a result of our ~~IPO, we and certain of our domestic affiliates may not be able to file a consolidated tax return which could result in increased tax liability.~~

~~Prior to our initial public offering, we and certain of our domestic affiliates (the “AMC affiliated tax group~~”) were members of a consolidated group for federal income tax purposes, of which a Wanda domestic subsidiary is the common parent. As a result of our initial public offering, the AMC affiliated tax group ceased to be members of the Wanda federal consolidated group. The AMC affiliated tax group will not be permitted to file a consolidated return for federal income tax purposes for five years, unless we obtain a waiver from the Internal Revenue Service. It is uncertain whether we will obtain a waiver if we seek one. If we do not obtain a waiver, each member of the AMC affiliated tax group will be required to file a separate federal income tax return, and, as a result, the income (and tax liability) of a member will only be offset by its own tax loss carryforwards (and other tax attributes) and not by tax loss carryforwards, current year losses or other tax attributes of other members of the group. We believe that we should not incur substantial additional federal tax liability if we are not permitted to file a federal consolidated return, because (i) mostinternational operations, 24.3% of our revenues ~~are generated by a single member of~~were derived from countries outside the ~~AMC affiliated tax group and most of our tax loss carryforwards are attributable to such member and (ii) there are certain other beneficial aspects of the structure of the AMC affiliated tax~~

~~group. We cannot give assurance, however, that we will not incur substantial additional tax liability if the AMC affiliated tax group is not permitted to file a federal consolidated return~~United States for ~~five years.~~

~~We have had significant financial losses in previous years.~~

Prior to fiscal 2007, we had reported net losses in each of the prior nine fiscal years totaling approximately $551.1 million. For fiscal 2007, 2008, 2009, 2010, 2011, 2012, the period March 30, 2012 through August 30, 2012, the period August 31, 2012 through December 31, 2012, the year ended ~~2013, the year ended 2014, the year ended 2015, the year ended 2016, and the year ended 2017, we reported net earnings (losses)~~December 31, 2022. The success of $116.9 million, $(6.2) million, $(149.0) million, $79.9 million, $(174.3) million, $(94.1) million, $90.2 million, $(42.7) million, $364.4 million, $64.1 million, $103.9 million, $111.7 million, and $(487.2) million, respectively. 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:

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difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures;

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the impact of regional or country-specific business cycles and economic instability;

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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;

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increased foreign interest rates, foreign exchange fees and other bank charges as a result of financing our foreign operations;

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exposure to local economic conditions and local laws and regulations;

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exposure to local labor and employment laws;

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relationships with local labor unions and works councils;

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

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economic and/or credit conditions abroad;

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potential adverse changes in the political and/or economic stability of foreign countries or in their diplomatic relations with the United States;

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restrictions on the withdrawal of foreign investment and earnings;

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government policies against businesses owned by foreigners;

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investment restrictions or requirements;

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

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difficulty in protecting our brand, reputation and intellectual property;

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

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foreign exchange restrictions;

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adverse changes in regulatory or tax requirements;

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restrictions on foreign ownership of subsidiaries;

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data protection and privacy laws, including GDPR and other restrictions on transferring personally identifiable information outside of a jurisdiction; and

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tariffs and other trade barriers.

If we ~~experience poor financial results in the future, we may be~~are unable to ~~meet our payment obligations while attempting to expand our theatre circuit and withstand competitive pressures or adverse economic conditions.~~

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

~~Our success depends on general political, social and economic conditions and~~manage 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, which accounted for 30.5%~~complexity of our ~~revenues in calendar 2017, our~~global 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 terrorism or cyber‑attacks, 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 depend on key personnel for our current and future performance.~~

Our current and future performance depends to a significant degree upon the retention of our senior management team and other key personnel. The loss or unavailability to us of any member of our senior management team or a key employeesuccessfully, it could have a material adverse effect on our business, financial condition and results of operations. ~~We cannot give assurance that we would be able~~

Risk Related to ~~locate or employ qualified replacements for senior management or key employees on acceptable terms.~~our Share Issuances

~~Our controlling shareholder owns more than 80% of the combined voting power of our common stock~~There has been significant recent dilution and ~~has significant influence over our corporate management and affairs.~~

Our Class B common stock has three votes per share, and our Class A common stock, which is the publicly traded stock, has one vote per share. As of December 31, 2017, Wanda owns 75,826,927 shares of Class B common stock, or 59.37% of our outstanding common stock, representing approximately 81.43% of the voting power of our outstanding common stock. As such, Wanda has significant influence over our reporting and corporate management and affairs, and, because of the three-to-one voting ratio between our Class B and Class A common stock, Wanda willthere may continue to ~~control a majority of the combined voting power of our common stock and therefore~~ be able to control all matters submitted to our stockholders for approval (including election of directors and approval of significant corporate transactions, such as mergers) so long as the shares of Class B common stock owned by Wanda and its permitted transferees represent at least 30% of all outstanding shares of our Class A and Class B common stock. The shares of our Class B common stock automatically convert to shares of Class A common stock upon Wanda and its permitted transferees holding less than 30% of all outstanding shares of our Class A and Class B common stock.

We may not generate sufficient cash flows or have sufficient restricted payment capacity under our Senior Secured Credit Facility or the indentures governing our debt securities to pay our intended dividends on our Class A common stock.

Subject to legally available funds, we intend to pay quarterly cash dividends. We will only be able to pay dividends from our available cash on hand and funds received from our subsidiaries. Our subsidiaries' ability to make distributions to us will depend on their ability to generate substantial operating cash flow. Our ability to pay dividends to our stockholders is subject to the terms of our Senior Secured Credit Facility and the indentures governing our outstanding notes. Our operating cash flow and ability to comply with restricted payment covenants in our debt

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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 decrease the level of dividends or entirely discontinue 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;~~

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

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

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

~~the indentures governing our debt securities,~~

~~the terms of our Senior Secured Credit Facility, and~~

~~the terms of any other outstanding or future indebtedness incurred by us or any of our subsidiaries;~~

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

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

The maximum amount we would be permitted to distribute in accordance with our Senior Secured Credit Facility and the indentures governing our notes was approximately $2.7 billion as of December 31, 2017. As a result of the foregoing limitations on our ability to make distributions, we cannot give assurance that we will be able to make all of our intended quarterly dividend payments.

~~There may be~~ future dilution of our ~~Class A common stock,~~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 AB common ~~stock.~~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

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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 ~~Class A common stock~~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 ~~Class A common stock~~Common Stock or AMC Preferred Equity Units, or just shares of ~~Class A common stock. We may also issue securities convertible into, or exchangeable for, or that represent~~Common Stock. Additionally, vesting under our equity compensation programs results in the ~~right to receive,~~issuance of new shares of ~~Class A common stock.~~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 ~~Class~~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 ~~common stock.~~

~~Future~~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 ~~Class~~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:

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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;

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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;

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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

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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.

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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;

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●

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;

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●

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

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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 ~~market~~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 ~~Class A common stock.~~Common Stock and AMC Preferred Equity Units.

WeIn 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 ~~effect, if any, that market sales of shares~~amount, timing or nature of our ~~Class A common stock or~~future offerings. Thus, our stockholders bear the ~~availability of shares~~risk of our Class A common stock for sale will have on the prevailing market price of our Class A common stock. Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that these sales may occur, could reducefuture offerings potentially reducing the market price of our ~~shares of Class A common stock.~~Common Stock and AMC Preferred Equity Units.

Wanda holds shares of our Class B common stock, all of which constitute "restricted securities" under the Securities Act. The shares of our Class B common stock automatically convert to Class A common stock (1) if transferred to a person other than certain permitted transferees or (2) upon Wanda and its permitted transferees holding less than 30% of all outstanding shares of our Class A and Class B common stock. Provided the holders comply with the

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applicable volume limits and other conditions prescribed in Rule 144 under the Securities Act, all of these restricted securities are currently freely tradeable. Pursuant to a registration rights agreement dated December 23, 2013, we have agreed to use our best efforts to effect registered offerings upon request from Wanda and to grant incidental or "piggyback" registration rights with respect to any registrable securities held by Wanda. The obligation to effect any demand for registration by Wanda will be subject to certain conditions, including limitations on the number of demand registrations and limitations on the minimum value of securities to be registered. We have also agreed to use our best efforts to grant certain incidental or "piggyback" registration rights with respect to securities issued to certain current and former officers. The exercise of such registration rights by Wanda and/or the current and former officers may substantially increase the number of shares of Class A common stock in the public market and could reduce the market price of shares of our Class A common stock.

We have elected to take advantage of the "controlled company" exemption to the corporate governance rules for publicly-listed companies, which could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

Because we qualify as a "controlled company" under the corporate governance rules for publicly-listed companies, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. In light of our status as a controlled company, our board of directors has determined not to have a majority of our board of directors be independent, have a compensation committee composed solely of independent directors or have an independent nominating function and has chosen to have the full board of directors be directly responsible for nominating members of our board. Accordingly, should the interests of Wanda, as our controlling stockholder, differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for publicly-listed companies. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

~~The super voting rights of our Class B common stock and other anti-takeover~~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 ~~and the supermajority rights of our Class B common stockholder, could~~ delay or make it more difficult to remove incumbent directors or for a third-party to acquire us, even if a takeover would benefit our stockholders. These provisions include:

●

a dual class common stock structure, which provides Wanda with the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A and Class B common stock;

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.

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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,

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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 ~~Class A common stock,~~Common Stock and AMC Preferred Equity Units, which, under certain circumstances, could reduce the market value of our ~~Class A common stock.~~Common Stock and AMC Preferred Equity Units.

~~Our~~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~~Common Stockholders and adversely affect the market value of our ~~Class A common stock.~~

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 ~~Class A common stock~~Common Stock and AMC Preferred Equity Units by making an investment in the ~~common stock~~Common Stock or AMC Preferred Equity Units less attractive. For example, investors may not wish to purchase ~~Class A common stock~~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 ~~Class A common stock~~Common Stock or AMC Preferred Equity Units at the lower conversion price causing economic dilution to the holders of ~~Class A common stock.~~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.

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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, ~~2017:~~2022:


Property Holding Classification	Theatres	Screens
Owned	41	388
Leased	824	9,686
Total	865	10,074

Property Holding Classification

Theatres

Screens

Owned

68

579

Leased pursuant to ground leases

14

133

Leased pursuant to building leases

867

10,123

Total

949

10,835

Our theatre leases generally have initial terms ranging from 12 to 20 years, with options to extend the lease for up to 20 additional years. The leases typically require escalating minimum annual rent payments and additional rent payments based on a percentage of the leased theatre’s revenue above a base amount and require us to pay for property taxes, maintenance, insurance and certain other property-related expenses. In some instances, our escalating minimum annual rent payments are contingent upon increases in the consumer price index. In some cases, our rights as tenant are subject and subordinate to the mortgage loans of lenders to our lessors, so that if a mortgage were to be foreclosed, we could lose our lease. Historically, this has never occurred.

We lease our corporate headquarters in Leawood, Kansas. We believe our facilities are currently adequate for our operations.

~~Currently, the majority of the food and beverage, seating and other equipment required for each of our theatres are owned. The majority of our digital projection equipment is leased from DCIP.~~

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All obligations under the Senior Secured Credit Facility, and the guarantees of those obligations (as well as cash management obligations), are secured by substantially all of AMC’s assets as well as those of each subsidiary guarantor.

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, ~~2017.~~2022. See Note 3 ~~– Property~~—Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 ~~hereof.~~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 ~~12 –~~ 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.~~

applicable

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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 ~~and Class B~~ 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 iswas 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

~~The following table sets forth the historical high and low sales prices per share~~On February 22, 2023, approximately 6.5 million shares of our Class A common stock ~~as reported by the New York Stock Exchange for the calendar periods indicated:~~

2017

High

Low

First Quarter (January 1, 2017 - March 31, 2017)

$
34.90

$
29.10

Second Quarter (April 1, 2017 - June 30, 2017)

32.10

22.15

Third Quarter (July 1, 2017 - September 30, 2017)

23.60

12.05

Fourth Quarter (October 1, 2017 - December 31, 2017)

16.50

10.80

2016

High

Low

First Quarter (January 1, 2016 - March 31, 2016)

$
29.92

$
19.28

Second Quarter (April 1, 2016 - June 30, 2016)

30.31

25.75

Third Quarter (July 1, 2016 - September 30, 2016)

32.28

26.97

Fourth Quarter (October 1, 2016 - December 31, 2016)

35.65

30.40

~~Holders of Common Stock~~

~~On February 23, 2018, there were 38 stockholders of record~~and approximately 204.7 million shares of our ~~Class A common Stock~~AMC Preferred Equity Units were directly registered with our transfer agent by 16,672 and ~~one stockholder of record of~~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 ~~Class B common Stock.~~

~~Temporary Equity:~~ ~~Certain members of management have the right to require Holdings to purchase the Class A common stock held by them under certain limited circumstances pursuant~~Credit Agreement (as defined in Note 8—Corporate Borrowings and Finance Lease Liabilities to the terms of a stockholders agreement. Beginning on January 1, 2016 and ending on January 1, 2019 (or upon the termination of a management stockholder’s employment by us without cause, by the management stockholder for good reason, or due to the management stockholder’s death or disability), management shareholders will have the right,Consolidated Financial Statements included in limited circumstances, to require Holdings to purchase shares that are not fully and freely tradeable at a price equal to the price per share paid by such management shareholder with appropriate adjustments for any subsequent events such as dividends, splits, or combinations. The shares of Class A common stock subject to the stockholder agreement are classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement.

During the year ended December 31, 2017, a former employee who held 27,197 shares, relinquished his put right, therefore the related share amount of $0.3 million was reclassified to additional paid-in capital, a component of stockholders’ equity. During the year ended December 31, 2016, a former employee who held 27,197 shares, relinquished his put right, therefore the related share amount of $0.2 million was reclassified to additional paid-in capital, a component of stockholders’ equity. During the year ended December 31, 2015, a former employee who held 5,939 shares, relinquished his put right, therefore the related share amount of $0.1 million was reclassified to additional paid-in capital, a component of stockholders’ equity.

~~Dividend Policy~~

Subject to legally available funds, we intend to pay a quarterly cash dividend at an annual rate initially equal to approximately $0.80 per share (or a quarterly rate initially equal to approximately $0.20 per share) of Holdings’ Class A and Class B common stock.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

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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 ~~Senior Secured~~ Credit ~~Facility~~Agreement and the indentures governing our debt securities. ~~Our ability to pay dividends to our stockholders will also be subject to the terms of the indebtedness.~~ The declaration and payment of any future dividends will be at the sole discretion of our ~~board~~Board of ~~directors~~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. ~~We do not intend to borrow funds to pay the quarterly dividend described above.~~ See the Liquidity and Capital Resources section of Item 7 of Part II ~~hereof~~thereof for further information regarding the dividend restrictions.

~~The following is a summary of dividends and dividend equivalents declared to stockholders for the calendar periods indicated:~~

Amount per

Total Amount

Share of

Declared

Declaration Date

Record Date

Date Paid

Common Stock

(In millions)(1)

February 14, 2017

March 13, 2017

March 27, 2017

$
0.20

$
26.2

April 27, 2017

June 5, 2017

June 19, 2017

0.20

26.5

August 3, 2017

September 11, 2017

September 25, 2017

0.20

26.5

October 27, 2017

December 4, 2017

December 18, 2017

0.20

25.9

February 25, 2016

March 7, 2016

March 21, 2016

0.20

19.8

April 27, 2016

June 6, 2016

June 20, 2016

0.20

19.8

July 25, 2016

September 6, 2016

September 19, 2016

0.20

19.8

November 3, 2016

December 5, 2016

December 19, 2016

0.20

20.7

~~(1)~~

~~Includes amounts related to restricted stock unit and performance stock unit awards that were not paid until such awards vested.~~

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.

~~Table of Contents~~

Issuer Purchase of Equity Securities

None.

~~The following table provides information with respect to Common Stock purchases by the Company during the fourth fiscal quarter of 2017:~~

Purchases of Equity Securities

Approximate Dollar

Total Number of

Value of Shares that

Shares Purchased as

May Yet Be

Part of Publicly

Purchased Under the

Total Number of

Average Price Paid

Announced Plans or

Plans or Program (a)
Period

Shares Purchased

Per Share

Programs (a)

(in millions)
October 1, 2017 through October 31, 2017

826,905

$
14.39

826,905

$
71.6
November 1, 2017 through November 30, 2017

124,630

$
13.02

124,630

$
69.9
December 1, 2017 through December 31, 2017

1,176,021

$
14.89

1,176,021

$
52.5
Total

2,127,556

2,127,556

~~(a)~~

As announced on August 3, 2017, our Board of Directors authorized a share repurchase program for an aggregate purchase of up to $100.0 million of our common stock, excluding transaction costs. As of December 31, 2017, $52.5 million remained available for repurchase under this plan. A two-year time limit has been set for the completion of this program, expiring August 2, 2019.

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

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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 ~~18, 2013~~31, 2017 through December 31, ~~2017,~~2022, the cumulative total stockholder returns for AMC’s ~~common stock,~~Common Stock, the Standard & Poor’s Corporation Composite 500 Index and a self-determined peer group consisting of Cinemark Holdings, Inc. (CNK) and ~~Regal Entertainment Group (RGC)~~IMAX Corporation (IMAX). Measurement points are the last trading day for each month ended December 31, ~~2013~~2017 through December 31, ~~2017.~~2022. The graph assumes that ~~$100~~$100.00 was invested on December ~~18, 2013~~31, 2017 in our ~~common stock~~Common Stock and in our peer group and ~~on November 30, 2013~~ in the Standard & Poor’s Corporation Composite 500 Index and assumes reinvestment of any dividends.

4041

The stock price performance below is not necessarily indicative of future stock price performance.

COMPARISON OF 45 YEAR CUMULATIVE TOTAL RETURN*

Among AMC Entertainment Holdings, Inc., the S&P 500 Index, and a Peer Group

*$100 invested on ~~12/18/13~~December 31, 2017 in stock or ~~11/30/13~~ 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 ~~ending~~ended December 31.

12/18/13

12/13

3/14

6/14

9/14

12/14

3/15

6/15

9/15
AMC

100.00

110.60

130.52

135.04

125.87

144.46

196.96

171.47

141.82
S&P 500

100.00

102.53

104.38

109.85

111.09

116.57

117.67

118.00

110.40
Peer Group

100.00

101.00

92.46

110.20

106.06

115.14

137.58

124.82

105.86

12/15

3/16

6/16

9/16

12/16

3/17

6/17

9/17

12/17
AMC

136.21

160.10

159.01

180.23

196.23

184.64

134.71

88.34

92.04
S&P 500

118.18

119.77

122.71

127.44

132.31

140.34

144.67

151.16

161.20
Peer Group

109.09

120.13

124.55

128.62

127.11

145.20

129.92

115.00

130.18


	12/17	3/18	6/18	9/18	12/18
AMC Entertainment Holdings, 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 Holdings, 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 Holdings, 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

~~Item 6. Selected Financial Data.~~

Year Ended

December 31,
(In millions, except operating data)

2017

2016

2015

2014

2013
Statement of Operations Data:

Revenues:

Admissions

$
3,229.5

$
2,049.4

$
1,892.0

$
1,765.4

$
1,847.3
Food and beverage

1,548.4

1,019.1

910.1

797.7

786.9
Other revenue

301.3

167.4

144.8

132.3

115.2
Total revenues

5,079.2

3,235.9

2,946.9

2,695.4

2,749.4
Operating Costs and Expenses:

Film exhibition costs

1,604.3

1,089.5

1,021.4

934.3

976.9
Food and beverage costs

252.1

142.2

128.6

112.0

107.3
Operating expense, excluding depreciation and amortization below

1,548.0

873.5

795.7

733.3

726.7
Rent

794.4

505.5

467.8

455.2

451.8
General and administrative:

Merger, acquisition and transactions costs(1)

63.0

47.9

3.4

1.2

2.9
Other, excluding depreciation and amortization below(2)

133.4

90.7

58.2

64.9

97.3
Depreciation and amortization

538.6

268.2

233.0

216.3

197.5
Impairment of long-lived assets

43.6

5.5

1.7

3.1

—
Operating costs and expenses

4,977.4

3,023.0

2,709.8

2,520.3

2,560.4
Operating income

101.8

212.9

237.1

175.1

189.0
Other expense (income)(3)

(1.7)

(0.4)

10.7

(8.3)

(1.4)
Interest expense:

Corporate borrowings

231.6

110.7

96.8

111.0

129.9
Capital and financing lease obligations

42.4

10.8

9.2

9.9

10.3
Equity in (earnings) losses of non-consolidated entities(4)

185.2

(47.7)

(37.1)

(26.6)

(47.4)
Investment expense (income)(5)

(22.6)

(10.2)

(6.1)

(8.2)

(2.1)
Earnings (loss) from continuing operations before income taxes

(333.1)

149.7

163.6

97.3

99.7
Income tax provision (benefit)(6)

154.1

38.0

59.7

33.5

(263.4)
Earnings (loss) from continuing operation

(487.2)

111.7

103.9

63.8

363.1
Gain (loss) from discontinued operations, net of income tax provision(7)

—

—

—

0.3

1.3
Net earnings (loss)

$
(487.2)

$
111.7

$
103.9

$
64.1

$
364.4
Basic earnings (loss) per share:

Earnings (loss) from continuing operations

$
(3.80)

$
1.13

$
1.06

$
0.65

$
4.74
Gain (loss) from discontinued operations

—

—

—

0.01

0.02
Basic earnings (loss) per share

$
(3.80)

$
1.13

$
1.06

$
0.66

$
4.76
Average shares outstanding (thousands) — Basic

128,246

98,838

97,963

97,506

76,527
Diluted earnings (loss) per share:

Earnings (loss) from continuing operations

$
(3.80)

$
1.13

$
1.06

$
0.65

$
4.74
Gain (loss) from discontinued operations

—

—

—

0.01

0.02
Diluted earnings (loss) per share

$
(3.80)

$
1.13

$
1.06

$
0.66

$
4.76
Average shares outstanding (thousands) — Diluted

128,246

98,872

98,029

97,700

76,527
Dividends declared per basic and diluted common share

$
0.80

$
0.80

$
0.80

$
0.60

$
—

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	3/21	6/21	9/21	12/21
AMC Entertainment Holdings, 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 Holdings, 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

Year Ended (1)(2)

December 31,
(In millions, except operating data)

2017

2016

2015

2014

2013
Balance Sheet Data (at period end):

Cash and equivalents

$
310.0

$
207.1

$
211.3

$
218.2

$
546.5
Corporate borrowings

4,235.3

3,761.0

1,912.9

1,782.4

2,076.9
Other long-term liabilities

903.8

706.6

462.6

419.7

370.9
Capital and financing lease obligations

651.4

675.4

101.9

109.3

116.2
Stockholder’s equity

2,112.4

2,009.7

1,538.7

1,512.7

1,507.5
Total assets

9,805.9

8,641.8

5,088.3

4,755.2

5,044.8
Other Data:

Net cash provided by operating activities

$
558.7

$
431.7

$
467.5

$
297.3

$
357.3
Capital expenditures

(626.8)

(421.7)

(333.4)

(270.7)

(260.8)
Screen additions

96

17

23

29

12
Screen acquisitions

736

5,201

410

36

37
Screen dispositions

258

38

14

33

29
Construction openings (closures), net

37

(48)

60

(48)

(32)
Average screens—continuing operations(8)

10,675

5,592

4,933

4,871

4,859
Number of screens operated

11,169

10,558

5,426

4,947

4,963
Number of theatres operated

1,014

906

387

346

343
Screens per theatre

11.0

11.7

14.0

14.3

14.4
Attendance (in thousands)—continuing operations(8)

346,763

215,145

196,902

187,241

199,270

~~(1)~~

During the year ended December 31, 2017, merger, acquisition and transactions costs includes $22.6 million of expense for NCM common units surrendered as a part of the exclusivity waiver with NCM in connection with the Final Judgment by the DOJ. During the year ended December 31, 2016, merger, acquisition and transactions costs includes a $10.0 million management transaction bonus financed by a capital contribution from Wanda and related to the successful completion of the Odeon and Carmike acquisitions during 2016.

~~(2)~~

During the ended December 31, 2017, other general and administrative expense included and stock-based compensation expense of $5.7 million. During the year ended December 31, 2016, other general and administrative expense included a settlement of litigation of $7.0 million and stock-based compensation expense of $6.8 million. During the year ended December 31, 2015, other general and administrative expense included stock-based compensation expense of $10.5 million and a net periodic benefit credit of $18.1 million related to the termination of our post-retirement health benefit plan. During the year ended December 31, 2014, other general and administrative expense included stock-based compensation expense of $11.3 million. During the year ended December 31, 2013, other general and administrative expense included the management profit sharing plan expense of $11.3 million related to improvements in net earnings, an IPO stock award of $12.0 million to certain members of management, and early retirement and severance expense of $3.3 million.

~~(3)~~

During the year ended December 31, 2015, we recorded a loss on extinguishment related to the redemption of the Notes due 2020 of approximately $9.3 million and a loss on the modification of the Senior Secured Credit Facility of $1.4 million. During the year ended December 31, 2014, we redeemed our Notes due 2019 resulting in a net gain of $8.4 million.

~~(4)~~

~~We recorded non-consolidated entity impairment losses and losses on dispositions of our NCM ownership interests of approximately $230.7 million during the year ended December 31, 2017.~~

~~(5)~~

Investment expense (income) includes a gain on sale of Open Road of $17.2 million during the year ended December 31, 2017. Investment expense (income) includes a gain on sale of our shares in RealD, Inc. of $3.0 million during the year ended December 31, 2016 and an impairment loss of $1.4 million during the year ended December 31, 2013.

~~(6)~~

During the year ended December 31, 2017 we recorded the impact of the change in enacted Federal tax rates in our U.S. jurisdictions of $88.6 million and the impact of a full valuation allowance on our deferred income taxes in U.S. jurisdictions of $221.6 million, for an aggregate charge of approximately $310 million in the fourth quarter of 2017. The Company estimates that it will have no liability for deemed repatriation of foreign earnings. During the year ended December 31, 2016 we recorded a $19.2 million income tax benefit related to favorable resolutions of uncertain tax positions with authorities. During the year ended December 31, 2013 we reversed our recorded valuation allowance for deferred tax assets. We generated sufficient earnings in the U.S. federal and state tax jurisdictions where it had recorded valuation allowances to conclude that it did not need

valuation allowances in these tax jurisdictions. This reversal is reflected as a non-cash income tax benefit recorded during the year ended December 31, 2013. See Note 9 – Income Taxes in the Notes to the Consolidated Financial Statements under Part II, Item 8 hereof.

~~(7)~~

Years ended December 31, 2014 and December 31, 2013, include gains and losses from discontinued operations related to seven theatres in Canada and one theatre in the UK that were sold or closed in the Transition Period. During the year ended December 31, 2013, we received $4.7 million for a sales price adjustment from the sale of theatres located in Canada. The gain from discontinued operations during the year ended December 31, 2013, was partially offset by income taxes, legal and professional fees, and contractual repairs and maintenance expenses.

~~(8)~~

~~Includes consolidated theatres only.~~

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

~~Overview~~

AMC is the world’s largest theatrical exhibition ~~companies~~company and an industry leader in innovation and operational excellence. ~~We operate theatres~~As of December 31, 2022 we operated in 1512 countries, ~~and are the market leader in nine of those. In~~throughout the United States, ~~AMC has~~Europe, and the ~~No. 1 or No. 2 market share in the top three markets, New York, Los Angeles and Chicago.~~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 ~~frequency membership~~loyalty program, rental of theatre auditoriums, income from gift card and exchange ticket sales, ~~on-line~~and online ticketing ~~fees and arcade games located in theatre lobbies.~~fees. As of December 31, ~~2017,~~2022, we owned, operated or had interests in ~~1,014~~940 theatres and ~~11,169~~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
Percentage of theatres operated - Domestic	66.8	%	99.2	%	99.8	%	99.8	%
Percentage of theatres operated - International	30.3	%	27.3	%	94.9	%	99.2	%
Percentage of theatres operated - Consolidated	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 ~~“first-run”~~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 ~~the applicable admissions revenues and~~ estimates of the final settlement pursuant to our film licenses. ~~Licenses that we enter into~~These licenses typically state that rental fees are based on ~~aggregate terms established prior to~~ the ~~opening~~box office performance of ~~the picture. In~~each film, though in certain circumstances and less frequently, our rental fees are based on a

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mutually agreed settlement ~~upon~~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 ~~conclusion~~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 ~~picture. Under an aggregate terms formula,~~reduction in theatrical film releases, we ~~pay the distributor~~have licensed and exhibited a ~~specified percentage~~larger number of ~~box office gross or pay based on a scale of percentages tied~~previously released films that have lower film rental terms. We have made adjustments to ~~different amounts of box office gross. The settlement process allows~~theatre operating hours to align screen availability and associated theatre operating costs with attendance levels for ~~negotiation based upon how a film actually performs.~~

each theatre.

During the ~~2017 calendar~~ 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.~~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.

Our revenues are dependent upon the timing and popularity of film releases by distributors. The most marketable films have historically been released during the summer and the calendar year-end holiday seasons. Our results of operations may vary significantly from quarter to quarter and from year to year based on the timing and popularity of film releases.

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~~AMC~~ 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	Number of Screens	Number of Screens
	As of	As of	As of	As of
Format	December 31, 2022	December 31, 2021	December 31, 2022	December 31, 2021
IMAX®	186	186	35	38
Dolby Cinema^TM	156	154	9	8
Other Premium Large Format ("PLF")	57	56	83	77
Dine-in theatres	684	729	13	13
Premium seating	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, ~~2017,~~2022, we ~~opened 12 new theatres with a total of 96~~closed three IMAX screens acquired 128 theatres with 736 screens, which includes the acquisition of Nordic, permanently closed 258 screens including theatre divestitures required as a condition of our acquisition of Carmike, temporarily closed 547 screens and reopened 584 screens to implement our strategy to install consumer experience upgrades. On March 28, 2017, we completed the acquisition of Nordic. As of December 31, 2017, Nordic operated or held a partial interest in ~~120 theatres with 693 screens (including 54 joint venture theatres with 227 screens) in seven European countries, which further complements our International markets segment.~~

~~As of December 31, 2017, we had 5,471 3D enabled screens, including 209 IMAX~~®, ~~and 99 other Premium Large Format (“PLF”) screens; approximately 49% of our screens were 3D enabled screens, including IMAX~~® ~~3D enabled screens, and approximately 2% of our screens were IMAX~~® ~~3D enabled screens. The following table identifies the upgrades to our theatre circuit during the periods indicated:~~

Number of

Number of

Screens As of

Screens As of

Format

December 31, 2017

December 31, 2016

Digital

11,169

10,558

3D enabled

5,471

5,070

IMAX® (3D enabled)

209

196

Dolby CinemaTM at AMC

89

48

Other PLF (3D enabled)

99

82

Dine-in theatres

430

342

Premium seating

2,631

1,984

~~As of December 31, 2017, AMC is the largest IMAX~~® ~~exhibitor in the U.S. with a 49% market share, and each of our IMAX~~® local installations is protected by geographic exclusivity. As of December 31, 2017, our IMAX® screen count is 100% greater than our closest competitor. We believe that we have had considerable success with our IMAX® partnership.

Europe.

As of December 31, ~~2017,~~2022, we ~~have 89 fully operational~~operated 156 Dolby Cinema™ at AMC ~~screens~~auditoriums in the U.S. ~~In August 2016, we announced the acceleration of our~~and nine Dolby Cinema™ ~~at AMC deployment.~~Auditoriums in the International markets. We expect to ~~have 160~~expand the deployment of our innovative Dolby Cinema™ ~~at AMC screens operational by the end~~auditoriums in both our U.S. and International markets as part of ~~2018.~~our long-term growth strategy.

We ~~believe there is considerable opportunity to add a~~also offer our private label PLF ~~format in~~experience at many of our locations, with superior sight and sound technology and enhanced seating as contrasted with our traditional auditoriums. These proprietary PLF ~~formats (whose branding varies market to market) give AMC the capability to add~~auditoriums offer an enhanced theatrical experience for movie-goers beyond our current core theatres, at a lower price premium ~~screen in theatres where an~~than IMAX^® and/or Dolby Cinema™ ~~at AMC might not~~. Therefore, it may be ~~feasible,~~especially relevant in smaller or ~~where an additional premium format could complement existing premium format screens.~~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

WeAs 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)~~Dine-In Theatres), and by disposing of older screens through closures and sales.

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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 1211 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, ~~upgrade~~upgrading the sight and sound experience, ~~install~~installing modernized points of sale and, most importantly, ~~replace~~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. ~~The renovation process typically involves losing up to two-thirds of~~Upon reopening a given auditorium’s seating capacity. For an industry historically focused on quantity, this reduction in seating capacity could be viewed as counter-intuitive and harmful to revenues. However, the quality improvement in the customer experience is

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driving a 33% increase in attendance at these locations in their first-year post renovation. Our customers have responded favorably to the significant personal space gains from ample row depths, ability to recline or stretch their legs, extra-wide pillowed chaise and oversized armrests. The reseated theatres attract more midweek audiences than normal theatres and tend to draw more adults who pay higher ticket prices than teens or young children. We typically do not change ticket prices in the first year after construction, however, in subsequent yearsremodeled theatre, we typically increase ~~our~~the ticket ~~prices at our reseated theatres by amounts well in excess of~~ price ~~adjustments for our non-renovated theatres.~~

to reflect the enhanced consumer experience.

As of December 31, ~~2017,~~2022, in our U.S. markets we ~~now feature~~featured recliner seating in approximately ~~268~~361 U.S. theatres, including ~~Dine-in-Theatres,~~Dine-In Theatres, totaling approximately ~~2,631~~3,503 screens and representing 45.8% of total U.S. screens. ~~By the end~~In our International markets, as of ~~2018,~~December 31, 2022, we ~~expect to convert an additional 665~~had recliner seating in approximately 96 International theatres, totaling approximately 621 screens ~~to recliner seating.~~and representing 22.0% of total International screens.

Open-source internet ticketing makes our AMC seats ~~(over 1.2 million)~~(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. ~~This is a significant departure from the years prior to 2012, when tickets to any one of our theatres were only available on one website.~~ Our tickets are currently on sale ~~over the internet,~~either directly or through mobile apps, at our own website and ~~app~~our mobile apps and ~~Fandango, Movietickets.com, and Atom Tickets. We believe increased~~other third-party ticketing vendors. For the year ended December 31, 2022, approximately 66% of our tickets were purchased online ~~access is important because it captures customers’ purchase intent more immediately and directly than if we wait for their arrival at~~in the ~~theatre box office to make a purchase. Carefully monitoring internet pre-sales also lets us adjust capacity in real time, moving movies that are poised to over perform to larger capacity auditoriums~~U.S., with approximately 81% of total online tickets being purchased through AMC’s website or ~~adding additional auditoriums, thereby maximizing yield.~~mobile app.

Food and beverage sales are our second largest source of revenue after box office admissions. Food and beverage items traditionally include popcorn, soft drinks, candy and hot dogs. Different varieties of food and beverage items are offered at our theatres based on preferences in the particular geographic region. Our traditional food and beverage strategy emphasizes prominent and appealing food and beverage offerings designed for rapid service and efficiency, including a customer friendly self-serve experience. We design our theatres to have more food and beverage capacity to make it easier to serve larger numbers of customers. Strategic placement of large food and beverage operations within theatres increases their visibility, aids in reducing the length of lines, allows flexibility to introduce new concepts and improves traffic flow around the food and beverage stands.

~~To address recent consumer trends, we are expanding our menu of~~offer enhanced food and beverage products tothat include ~~made-to-order drinks and~~ meals, ~~customized coffee,~~ healthy snacks, premium ~~beers,~~liquor, beer and wine ~~and mixed drinks, flatbread pizzas, more varieties of hot dogs, four flavors of popcorn~~options, and other ~~menu items. We plan to invest~~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~~menu improvements to the ~~development~~expansion of ~~new dine-in theatre options. The costs of these conversions in some cases are partially covered by investments from the theatre landlord.~~ our Dine-In Theatre brand.

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~~®

~~AMC Stubs~~® ~~is a~~Stubs® our customer loyalty program, ~~for our U.S. markets~~ which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. ~~In July 2016, we completed~~It features a ~~national relaunch of our AMC Stubs~~® ~~loyalty program featuring both a traditional~~ paid tier called AMC Stubs ~~Premiere~~TMPremiere™ for a flat annual membership fee and a ~~new~~ non-paid tier called AMC Stubs ~~Insider~~TMInsider™. Both programs reward loyal guests for their patronage of AMC ~~Theatres. The AMC Stubs Insider~~TM tier rewards guests for simply coming to the movies and benefits include free refills on certain food items, discount ticket offers, a birthday gift and 20 reward points earned for every dollar spent. For a $15 annual membership fee, AMC Stubs PremiereTM members enjoy express service with specially marked shorter lines at the box office and concession stand, free size upgrades on certain food and beverage items, discount ticket offers, a birthday gift, discounted online ticketing fees and 100 points for every dollar spent. Some of the rewardstheatres. Rewards earned are redeemable on future purchases at AMC locations. ~~Once an AMC Stubs Premiere~~TM ~~or AMC Stubs Insider~~TM ~~member accumulates 5,000 points they will earn a $5 virtual reward.~~

~~As of December 31, 2017, we had 11.4 million active member households in the AMC Stubs~~® ~~program. Our AMC Stubs~~® members represented approximately 26% of our attendance during 2017 with an average ticket price 8% lower than our non-members and food and beverage expenditures per patron 12% lower than non-members. We believe movie-goers want to be recognized and rewarded for attending our theatres and as a result, our new AMC Stubs® ~~program is designed to strengthen guest loyalty, attract new guests and drive additional return visits. Our much larger~~

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database of identified movie-goers also provides us with additional insight into our customers’ movie preferences, and this enables us to have both a larger and a more targeted marketing effort to support our Hollywood studio partners.

Upon redemption, deferred rewards are ~~recognized~~recorded as revenues along with associated cost of goods. ~~Points are forfeited upon expiration and recognized as admissions or food and beverage revenues. For~~We estimate point breakage in assigning value to the ~~paid tier~~points at the time of ~~the program (AMC Stubs Premiere~~TM~~), the~~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 ~~is recognized ratably~~recorded as the rights are redeemed based on estimated utilization, over the one-year membership ~~period.~~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.

~~The following table reflects~~ AMC Stubs^® ~~activity~~ 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

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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, ~~2017:~~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.

AMC Stubs Revenue for the Year Ended

December 31, 2017


Deferred





Food and


Other Theatre

Membership

Deferred

Admissions

Beverage

Ticketing

Revenues
(In millions)

Fees

Rewards

Revenues

Revenues

Revenues

(Membership Fees)
Balance, December 31, 2016

$
12.5

$
23.3

Membership fees received

28.9

—

$
—

$
—

$
—

$
—
Rewards accumulated, net of expirations:

Admissions

—

24.4

(24.4)

—

—

—
Food and beverage

—

40.7

—

(40.7)

—

—
Rewards redeemed:

Admissions

—

(24.6)

24.6

—

—

—
Food and beverage

—

(37.4)

—

37.4

—

—
Amortization of deferred revenue

(25.6)

—

3.0

6.0

3.0

13.4
For the period ended or balance as of December 31, 2017

$
15.8

$
26.4

$
3.2

$
2.7

$
3.0

$
13.4

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.

~~The following table reflects~~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 ~~Stubs~~® ~~activity~~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, ~~2016:~~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 Stubs Revenue for the Year Ended

December 31, 2016


Deferred





Food and


Other Theatre

Membership

Deferred

Admissions

Beverage

Ticketing

Revenues
(In millions)

Fees

Rewards

Revenues

Revenues

Revenues

(Membership Fees)
Balance, December 31, 2015

$
12.1

$
17.0

Membership fees received

24.4

—

$
—

$
—

$
—

$
—
Rewards accumulated, net of expirations:

Admissions

—

24.8

(24.8)

—

—

—
Food and beverage

—

30.0

—

(30.0)

—

—
Rewards redeemed:

Admissions

—

(21.9)

21.9

—

—

—
Food and beverage

—

(26.6)

—

26.6

—

—
Amortization of deferred revenue

(24.0)

—

1.3

2.6

1.3

18.8
For the period ended or balance as of December 31, 2016

$
12.5

$
23.3

$
(1.6)

$
(0.8)

$
1.3

$
18.8

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^th) 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

~~The following table reflects~~and applicable disclosures include Class A common stock and AMC ~~Stubs~~® ~~activity for~~Preferred Equity Units and have been retroactively adjusted to reflect the ~~year ended December 31, 2015:~~

AMC Stubs Revenue for the Year Ended

December 31, 2015


Deferred





Food and

Other Theatre

Membership

Deferred

Admissions

Beverage

Revenues
(In millions)

Fees

Rewards

Revenues

Revenues

(Membership Fees)
Balance, December 31, 2014

$
11.4

$
16.1

Membership fees received

25.1

—

$
—

$
—

$
—
Rewards accumulated, net of expirations:

Admissions

—

18.4

(18.4)

—

—
Food and beverage

—

27.0

—

(27.0)

—
Rewards redeemed:

Admissions

—

(18.1)

18.1

—

—
Food and beverage

—

(26.4)

—

26.4

—
Amortization of deferred revenue

(24.4)

—

—

—

24.4
For the period ended or balance as of December 31, 2015

$
12.1

$
17.0

$
(0.3)

$
(0.6)

$
24.4

~~Significant Events~~

~~Critical Accounting Policies – Income Taxes.~~ ~~In the fourth quarter of calendar 2017, we recorded the impact~~effects of the change in the U.S. enacted federal income tax rate from 35% to 21% which reduced our deferred tax assets. During the fourth quarter and in connection with the preparation of our 2017 financial statements, we also determined that realization of our deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarilyspecial dividend as a result of cumulative net losses recorded for three years and we recorded a full valuation allowance for our deferred tax assets in U.S. tax jurisdictions. As a result of the change in enacted tax rate and recording a full valuation allowance for our deferred tax assets in U.S. tax jurisdictions, we recorded a charge to income tax provision in the fourth quarter of approximately $310 million.stock split. See Note ~~9 – Income Taxes~~9—Stockholders’ Equity and Note 15—Loss Per Share in the Notes to the Consolidated Financial Statements under Part II, Item 8 ~~hereof~~of this Form 10-K for further information.

~~Critical Accounting Policies – Impairments.~~ 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 ~~fourth quarter of 2017, we recorded impairment charges of $43.6 million on 12 theatres in the U.S. markets with 179 screens (in Illinois, Texas, Virginia, Michigan, Oklahoma, New York and Maryland).~~

~~Critical Accounting Policies – Goodwill.~~ We evaluate goodwill for impairment annually as of the beginning of the fourth fiscal quarter or more frequently as specific events or circumstances dictate. A decline in our common stock price and the resulting impact on market capitalization is one of several qualitative factors we consider when making this evaluation. Based on recent declines in the trading price of our Class A common stock, we performed an interim goodwill impairment test during the third quarter of 2017 and again as ofyear ended December 31, ~~2017. We believe~~2022, the ~~decline~~Company recorded unrealized losses related to the investment in ~~market capitalization was precipitated by poor box office performance during 2017 and other uncertainties affecting the outlook for performance by us and the industry. For further information see~~Hycroft of $6.3 million in investment expense (income), respectively. See Note ~~4 – Goodwill and Intangible Assets~~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 ~~Item 8. hereof.~~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 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 ~~following table sets forth~~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 ~~historical closing prices per share~~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 ~~calendar periods indicated:~~

Closing
Date

Price Per Share
January 31, 2017

$
33.75
February 28, 2017

31.35
March 31, 2017

31.45
April 28, 2017

30.30
May 31, 2017

22.50
June 30, 2017

22.75
July 31, 2017

20.40
August 31, 2017

13.40
September 29, 2017

14.70
October 31, 2017

13.90
November 30, 2017

14.25
December 31, 2017

15.10
January 31, 2018

12.80
February 28, 2018

15.00

~~As described in Note 1—~~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 ~~Significant Accounting Policies~~AMC Preferred Equity Units pursuant to the equity distribution agreements to

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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
November 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 year 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
January 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 year ended December 31, 2021	241.62	241.62	$	1,611.8
September 26, 2022	Citigroup Global Markets Inc.	-	207.75		228.8
	Total year 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

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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 inunder Part II, Item 8 ~~hereof,~~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 ~~elected to early adopt~~were experiencing financial difficulties and the ~~new accounting guidance, ASU 2017-04, that simplifies the test for goodwill impairment and ASU 2017-07, Business Combinations (Topic 805) –that clarifies the definition of~~lenders granted us a ~~business.~~concession. The ~~impairment test for goodwill involves estimating the fair value of each reporting unit and comparing that value to its carrying value. If the estimated fair value~~portion of the ~~reporting unit is less than its carrying value,~~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 ~~is recorded as a goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.~~

We determined the fair value of our three reporting units (Domestic Theatres, Odeon Theatres and Nordic Theatres) by using an enterprise valuation methodology and an equally weighted combination of the income approach which utilizes discounted cash flows and the market approach which utilizes market comparable multiples of cash flows. There was considerable management judgment with respect to cash flow estimates and appropriate multiples and discount rates to be used in estimating fair value, which are classified as Level 3 in the fair value hierarchy. 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 units. The residual value representsbetween the present value of the ~~projected~~old and new cash flows ~~beyond the discrete projection period.~~was less than 10%. The ~~discount~~TDR and modification did not result in a gain recognition and we established new effective interest rates ~~were determined using a rate of return deemed appropriate for the risk of achieving the projected cash flows. The market approach used cash flow multiples~~ based on ~~a comparison of growth and profitability of~~ the ~~reporting units and publicly traded peer companies and a 25% control premium based on analysis of comparable transactions.~~

We have considered the potential for changes in the inputs utilized in the table below from our prior quantitative analysis as of September 30, 2017 to our qualitative analysis as of December 31, 2017. The tax reform enacted in December 2017 would affect our estimation of future cash flows and weighted average cost of capital. As an example, the weighted average cost of capital increases to 9.0% for our Domestic Theatres due to the change in tax rates because there is less of an interest deduction which increases our cost of debt and also causes our cost of equity to increase slightly as betas are relevered at the new tax rate. However, the higher discount rate would be applied to higher levels of cash flows in the income approach. Other than the change in tax rate for our Domestic Theatres, there were no changes to our weighted average cost of capital for our Domestic Theatres, Odeon Theatres or Nordic Theatres based on information as of December 31, 2017. We have also observed improvements to cash flow multiples utilized for the market approach for our Domestic Theatres which have increased from 7.5x to 8.0x, for our Odeon Theatres which have increased from 10.0x to 11.0x and our Nordic Theatres which have increased from 11.0x to 12.0x.

~~Table of Contents~~

~~Key rates used in the income and market approach were as follow:~~

Domestic

Odeon

Nordic


Theatres


Theatres


Theatres
Description

December 31, 2017
Weighted average cost of capital/discount rate

8.5%

10.5%

9.5%
Long-term growth rate

2.5%

2.0%

2.0%
Control premium

25%

25%

25%
Selected cash flow multiple

7.5 x

10.0 x

11.0 x

~~The fair~~carrying value of the ~~Domestic Theatres, Odeon Theatres,~~Existing Subordinated Notes and ~~Nordic Theatres reporting units exceeded their carrying values by~~recorded the new fees paid to third parties of approximately ~~71.6%, 7.8%, and 6.4%, respectively. Accordingly, there was no goodwill impairment recorded as of December 31, 2017.~~

~~Prior to completing the goodwill impairment test, we tested the recoverability of long-lived assets and indefinite-lived intangible assets, and we recorded an impairment charge of $43.6~~$39.3 million in other expense, during the year ended December 31, ~~2017 related to Property, net.~~2020.

~~While the fair values~~We realized $1.2 billion of ~~our reporting units exceed the carrying values at the present time, the performance~~cancellation of the reporting units may require continued improvement in future periods to sustain their carrying values. A further decline in the trading price of our Class A common stock and/or small changes in certain key input assumptions could have a significant impact on estimated fair value, and therefore, a future impairment could result for a portion of the goodwill, long-lived assets or intangible assets. For illustrative purposes, the following table presents the percentages at which estimated fair value exceeds (less than) the carrying value assuming hypothetical changes in key assumptions for thedebt income ~~approach and market approach:~~

% Fair Value

Increase In

Decrease in

Decrease in

Decrease in

Carrying

Estimated Fair

Exceeds

WACC

Growth Rate

Control Premium

Multiple


Value

Value

Carrying Value

0.50%

0.50%

5.00%

0.5 x
Domestic Theatres

$
655.4

$
1,124.7

71.6%

45.4%

49.0%

68.2%

50.5%
Odeon Theatres

731.3

788.1

7.8%

0.4%

2.8%

5.5%

-13.1%
Nordic Theatres

725.7

772.3

6.4%

2.1%

3.5%

-8.6%

3.9%
Total

$
2,112.4

$
2,685.1

27.1%

If the market price of our common stock further declines from current levels, 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. Examples of such adverse events or circumstances that could change include (i) an adverse change in macroeconomic conditions; (ii) increased cost factors that have a negative effect on our earnings and cash flows; (iii) negative or overall declining financial performance compared with our actual and projected results of relevant prior periods; and (iv) a sustained decrease in our share price. Any impairment charges that we may take in the future could be material to our results of operations and financial condition.

~~Disposition of Open Road.~~ On August 4, 2017, AMC and Regal Entertainment Group consummated a transaction for the sale of all the issued and outstanding ownership interests in Open Road for total proceeds of $28.8 million of which we received $14.0 million in net proceeds after transaction expenses for our 50% investment and for collection of amounts due from Open Road and recognized a gain on sale of $17.2 million. AMC and Open Road have entered into a new marketing agreement with respect to films released by Open Road after the closing date.

~~Sale Leaseback Transaction.~~ On September 14, 2017, we completed the sale and leaseback of the real estate assets associated with seven theatres for proceeds net of closing costs of $128.4 million. The gain on sale of $78.2 million has been deferred and will be amortized over the remaining lease term. On December 18, 2017, we completed the sale leaseback of the real estate assets of one theatre for net proceeds of $7.8 million resulting in a loss from the sale of $0.4 million.

~~Financing Activities.~~ ~~In 2017 we amended our Senior Secured Credit Agreement to reduce margins and increase the revolving loan commitment. We also incurred additional indebtedness~~(“CODI”) in connection with our ~~acquisitions. See “Liquidity~~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 ~~Capital Resources” below and Note 7 – Corporate Borrowings and Capital and Financing Obligations~~therefore our ability to service our ~~Consolidated Financial Statements in Item 8 of Part II hereof for additional information.~~

indebtedness.

~~Nordic Cinema Group Holding AB.~~ On March 28, 2017, we completed the acquisition of Nordic for cash. The purchase price for Nordic was SEK 5,756 million ($654.9 million), which includes payment of interest on the equity value and repayment of shareholder loans. We also assumed indebtedness of Nordic of SEK 1,269 million ($144.4 million) and indebtedness of approximately €156 million ($169.5 million) as of March 28, 2017, which was refinanced subsequent to the acquisition. The Company also assumed approximately SEK 13.5 million ($1.6 million) and approximately €1.0 million ($1.1 million) of interest rate swaps related to the indebtedness which were repaid following the acquisition. All amounts have been converted into US Dollar amounts assuming an SEK/USD exchange rate of 0.11378 and an EUR/USD exchange rate of 1.0865, which were the exchange rates on March 27, 2017. Nordic operated 71 theatres, 467 screens, and approximately 67,000 seats in nearly 50 large and medium-sized cities in the Nordic and Baltic nations, and holds a substantial minority investment in another 51 associated theatres with 216 screens, to which Nordic provides a variety of shared services. Nordic is the largest theatre operator in Scandinavia and the Nordic and Baltic Regions of Europe.

~~Additional Public Offering.~~ On February 13, 2017, we completed an additional public offering of 20,330,874 shares of Class A common stock at a price of $31.50 per share ($640.4 million), resulting in net proceeds of $616.8 million after underwriters commission and other professional fees. We used a portion of the net proceeds to repay the aggregate principal amount of the Interim Bridge Loan of $350.0 million and general corporate purposes.

~~NCM Agreement.~~ On March 9, 2017, we reached an agreement with NCM to implement the requirements of the Final Judgment entered in connection with the DOJ approval of the Carmike transaction. See Item 1. Business in this Annual Report on Form 10-K for additional information. In connection therewith, we recorded a loss of $1.2 million on the return of NCM LLC common units as per the Common Unit Adjustment Agreement and exclusivity waiver for the difference between the average carrying value of the units and the fair value on the date of return. We also agreed to reimburse NCM up to $1.0 million for expenses related to the negotiation of this agreement. We recorded in the line item, Equity in (earnings) loss of non-consolidated entities, an other-than-temporary impairment charge of $204.5 million in the year ending December 31, 2017, to reduce the carrying value of our equity interests in NCM, Inc. common shares and NCM, LLC common units to Level 1 fair value as of June 30, 2017. The other-than-temporary impairment charge reflects recording our units and shares at the publicly quoted per share price on June 30, 2017, of $7.42 based on our determination that the decline in the price per share during the respective quarter was other than temporary. Our equity interests in common shares and common units had been in an unrealized loss position for approximately three months at June 30, 2017. The impairment analysis requires significant judgment to identify events or circumstances that would likely have a significant adverse effect on the future value of the investment. Consideration was given to financial condition and near-term prospects of the issuer and ability to retain the equity interests in the issuers for a period of time sufficient to allow for any anticipated recovery in market value.

~~Sale of NCM Shares.~~ On September 18, 2017, we entered into an agreement to sell 12,000,000 common shares in NCM, Inc. for approximately $73.1 million, representing a price per share of $6.09. The sale was completed on September 20, 2017 and we recognized a loss on sale of approximately $17.4 million including transaction costs on the sale of the shares. On September 29, 2017, we sold an additional 2,800,000 common shares of NCM, Inc. for approximately $18.2 million representing a price per share of $6.49, we recognized a loss on sale of approximately $3.1 million including transaction costs on the sale of the shares.

On December 31, 2017 we reclassified 11,667,087 NCM common units to held for sale which reflected the number of NCM common units that we must dispose of during calendar 2018 in order to comply with the Final Judgment. The carrying value of the NCM common units held for sale were recorded at fair value of $80.0 million based on a December 31, 2017 closing price of $6.86 per share resulting in an additional impairment charge of $3.5 million to Equity in (earnings) loss in the fourth quarter of 2017. The carrying value of our remaining 11,725,543 NCM common units classified as long-term exceeded the fair value by approximately $7.5 million based on a December 31, 2017 closing price of $6.86 per share. Our 11,667,087 NCM common units held for sale will be recorded at the lower of carrying value or fair value each quarter during 2018. Should the market value of our investment in NCM classified as held for sale decline below our carrying value of $6.86 per share or our investment in NCM classified as long-term further decline below our carrying value of $7.50 per share, additional impairment will be warranted on the common units held for sale and additional impairment may be warranted on the remaining 11,725,543 common units of NCM LLC classified as long-term. We believe the decline in fair value as of December 31, 2017 is temporary, given the short period of duration of the decline (2 quarters) and the severity of the decline (8.5% below carrying value). We also

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
Rent		886.2		828.0		884.1		967.8		797.8
General and administrative:
Merger, acquisition and other 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
Net 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)		—		—
Net 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

~~have observed quoted market prices of NCM, Inc. common shares during February 2018 in excess of our carrying value per share.~~

~~Carmike Cinemas, Inc.~~ In December 2016, we completed the acquisition of Carmike for cash and stock. The purchase price for Carmike was $858.2 million comprised of cash of $584.3 million and 8,189,808 shares of our Class A common stock with a fair value of $273.9 million (based on a closing share price of $33.45 per share on December 20, 2016). We also assumed $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”), in connection with the acquisition of Carmike. As of December 21, 2016, Carmike operated 271 theatres with 2,923 screens in small and mid-sized markets in 41 states, which further complements our U.S. markets segment. We expect to realize approximately $35.0 million of synergies and cost savings related to this acquisition as a result of purchasing and procurement economies of scale and general and administrative expense savings, particularly with respect to the consolidation of corporate related functions and elimination of redundancies.

~~Odeon and UCI Cinemas Holdings Limited.~~ In November 2016, we completed the acquisition of Odeon for cash and stock. The purchase price for Odeon was $637.1 million, comprised of cash of $480.3 million and 4,536,466 shares of Class A common stock with a fair value of $156.7 million (based on a closing sale price of $34.55 per share on November 29, 2017). In addition, we repaid indebtedness of Odeon of approximately $593.2 million at closing. As of December 31, 2016, Odeon operated 245 theatres with 2,249 screens in four major markets: United Kingdom, Spain, Italy and Germany; and three smaller markets: Austria, Portugal and Ireland, and is included within our International markets segment. We expect to realize approximately $10.0 million of synergies and cost savings related to this acquisition as a result of purchasing and procurement economies of scale.

~~RealD Inc.~~ ~~We sold all of our 1,222,780 shares of common stock in RealD Inc. during the year ended~~

~~December 31, 2016 and recognized a gain on sale of $3.0 million.~~

~~Dreamscape and Central Services Studios.~~ During 2017, we invested $5.0 million in Dreamscape and $5.0 million in Central Services Studios as a part of our virtual reality technologies strategy. During January 2018, we invested an additional $5.0 million in Dreamscape and an additional $5.0 million in Central Services Studios. We do not have significant influence over these entities and will follow the cost method of accounting.

~~Postretirement Medical Plan Termination.~~ On January 12, 2015, the Compensation Committee and the Board of Directors of Holdings, adopted resolutions to terminate the AMC Postretirement Medical Plan with an effective date of March 31, 2015. During the quarter ended March 31, 2015, we notified eligible associates that their retiree medical coverage under the plan would terminate after March 31, 2015. Payments to eligible associates were approximately $4.3 million during the year ended December 31, 2015. We recorded net periodic benefit credits of $18.1 million, including curtailment gains, settlement gains, amortization of unrecognized prior service credits and amortization of actuarial gains recorded in accumulated other comprehensive income related to the termination and settlement of the plan during the year ended December 31, 2015.

~~NCM.~~ On May 5, 2014, NCM, Inc., the sole manager of NCM LLC, announced that it had entered into a merger agreement to acquire Screenvision, LLC for $375.0 million, consisting of cash and NCM, Inc. common stock. Consummation of the transaction was subject to regulatory approvals and other customary closing conditions. On November 3, 2014, the United States Department of Justice filed an antitrust lawsuit seeking to enjoin the transaction. On March 16, 2015, NCM, Inc. and Screenvision, LLC decided to terminate the merger agreement. The termination of the merger agreement was effective upon NCM, Inc.’s payment of a $26.8 million termination payment. The estimated legal and other transaction expenses were approximately $15.0 million. NCM LLC, of which AMC was an approximate 15.05% owner at March 31, 2015, had agreed to indemnify NCM, Inc. and bear a pro rata portion of the termination fee and other transaction expenses. Accordingly, we recorded expense of approximately $6.3 million in equity in earnings of non-consolidated entities associated with these transaction expenses recorded by NCM LLC during the year ended December 31, 2015. Refer to Item 1. Business in this Annual Report on Form 10-K, for discussion of required divestitures of our interest in NCM.


	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:
Net 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
Number of screens operated		10,474		10,448		6,048		11,041		11,091
Number 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

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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.

~~Dividends.~~ ~~The following is a summary~~Table of ~~dividends and dividend equivalents declared to stockholders:~~Contents

Amount per

Total Amount

Share of

Declared

Declaration Date

Record Date

Date Paid

Common Stock

(In millions)

February 14, 2017

March 13, 2017

March 27, 2017

$
0.20

$
26.2

April 27, 2017

June 5, 2017

June 19, 2017

0.20

26.5

August 3, 2017

September 11, 2017

September 25, 2017

0.20

26.5

October 27, 2017

December 4, 2017

December 18, 2017

0.20

25.9

February 25, 2016

March 7, 2016

March 21, 2016

0.20

19.8

April 27, 2016

June 6, 2016

June 20, 2016

0.20

19.8

July 25, 2016

September 6, 2016

September 19, 2016

0.20

19.8

November 3, 2016

December 5, 2016

December 19, 2016

0.20

20.7

(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.

During the years ended December 31, 2017, December 31, 2016 and December 31, 2015, we paid dividends and dividend equivalents of $104.6 million, $79.6 million and $78.6 million, respectively. At December 31, 2017, December 31, 2016 and December 31, 2015, we accrued $1.1 million, $0.5 million and $0.2 million, respectively, for the remaining unpaid dividends.

~~On February 28, 2018, we declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on March 26, 2018 to stockholders of record on March 12, 2018.~~

~~Stock Repurchases.~~ ~~On August 3, 2017, we announced that our Board of Directors had approved a $100.0 million share repurchase program to repurchase our Class A common stock over a two-year period.~~

Repurchases may be made at management's discretion from time to time through open-market transactions including block purchases, through privately negotiated transactions, or otherwise until mid-August 2019 in accordance with all applicable securities laws and regulations. The extent to which AMC repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations, as determined by AMC’s management team. Repurchases may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when our management might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate us to repurchase any minimum dollar amount or number of shares and may be suspended for periods or discontinued at any time. During the year ended December 31, 2017 we repurchased 3,195,856 shares of Class A common stock at a cost of $47.5 million.

Critical Accounting ~~Policies and~~ 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~~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 ~~our~~the Consolidated Financial Statements ~~included elsewhere in this Annual Report on Form 10-K.~~under Part II, Item 8 thereof.

Long-lived Assets Impairments. We ~~evaluate goodwill and other~~review long-lived assets, indefinite-lived intangible assets ~~for impairment annually or more frequently as specific events or circumstances dictate. We have invested material amounts of capital in goodwill~~ and other intangible assets ~~in addition to other long-lived assets. We operate in a very competitive business environment~~

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and ~~our revenues are highly dependent on movie content supplied by film producers. In addition, it is common for us to closely monitor certain locations where~~theatre assets (including operating ~~performance may not meet our expectations.~~

~~We review long-lived assets, including definite-lived intangibles, investments in non-consolidated equity method investees, marketable equity securities and internal use software for impairment when~~lease right-of-use lease assets) whenever events or changes in circumstances indicate that the carrying amount of the ~~asset group~~assets may not be fully recoverable. We identify impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. We review internal management reports on a quarterly basis as well as monitor current and potential future competition in the markets where we operate for indicators of triggering events or circumstances that indicate potential impairment of individual theatre assets. We evaluate theatres using historical and projected data of theatre level cash flow as our primary indicator of potential impairment and consider the seasonality of our business when making these evaluations. Under these analyses, if the sum of the estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount of the asset group, an impairment loss is recognized in the amount by which the carrying value of the asset group exceeds its estimated fair value. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The impairment evaluation is based on the estimated cash flows from continuing use until the expected disposal date for the fair value of furniture, fixtures and equipment. The expected disposal date does not exceed the remaining lease period unless it is probable existing renewal options will be exercised and may be less than the remaining lease period when we do not expect to operate the theatre to the end of its lease term. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows.

We have recorded impairment charges primarily related to long-lived assets of $43.6 million, $5.5 million, and $1.7 million during the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively.Critical estimates. There are a number of estimates and significant judgments that are made by management in performing ~~these~~ impairment ~~evaluations.~~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. We believe we have used reasonable and appropriate business judgments. There is considerable management judgment with respect to cash flow estimates and appropriate multiples and discount rates to be used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy. 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

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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 ~~recorded goodwill was $4,931.7 million~~Current Long-lived Asset Impairment related Estimates and ~~$3,933.0 million as of~~Changes in those Estimates. During the year ended December 31, ~~2017~~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, ~~2016, respectively.~~ 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 ~~our indefinite-lived trademarks~~International Theatres) for impairment annually ~~during our~~as of the beginning of the fourth fiscal quarter ~~and any time an event occurs~~or more frequently as specific events or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount. Our goodwill is recorded in our Domestic Theatres, Odeon Theatres, and Nordic Theatres reporting units. Goodwill recorded at Odeon Theatres and Nordic Theatres arose in connection with the Odeon acquisition on November 30, 2016 and the Nordic acquisition on March 28, 2017.

We performed an interim impairment analysis during the third quarter of 2017 and reached a determination that there was no goodwill or trademark and tradename impairment. We performed our annual impairment analysis during the fourth quarter of calendar 2017, and reached a determination that there was no goodwill or trademark and trade name impairment. We early adopted the provisions of Accounting Standards Update (“ASU”) 2017-04 “Simplifying the test for Goodwill Impairment” as of the third quarter of 2017 on a prospective basis. During the third quarter of calendar 2017 and the fourth quarter of calendar 2017, we performed andictate. 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

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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 ~~were greater~~was less than their respective carrying ~~values and therefore no impairment charges were recorded. During the fourth quarter calendar 2016 and 2017, we assessed qualitative factors and reached a determination~~amounts as of its annual assessment date. We concluded that it iswas not more likely than not that the fair value of either of our two reporting units ~~are~~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 ~~respective~~ carrying values as of March 31, 2020 and ~~therefore, no impairment charge~~September 30, 2020, and the fair value of the International Theatres reporting unit was ~~incurred. The adoption~~less than its fair value as of ~~ASU 2017-04 was preferable because it simplifies how we are required to test goodwill for impairment by eliminating step 2 from the~~December 31, 2020 and goodwill impairment ~~test.~~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.

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Key rates used in the income approach were as follows:


	Measurement	Domestic	International
Description	Date	Theatres	Theatres
Income approach:
Weighted average cost of capital/discount rate	December 31, 2020	11.0%	12.5%
Long-term growth rate	December 31, 2020	1.0%	1.0%
Weighted average cost of capital/discount rate	September 30, 2020	12.0%	13.0%
Long-term growth rate	September 30, 2020	1.0%	1.0%
Weighted average cost of capital/discount rate	March 31, 2020	11.5%	13.0%
Long-term growth 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, ~~2017,~~

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2022, our federal income tax loss ~~carry forward of~~carryforwards were approximately ~~$443.9~~$1,712.5 million, ~~which will begin to expire in 2018,~~ our state income tax loss carryforwards ~~of $404.0~~were approximately $2,293.2 million, ~~which may be used over various periods ranging from 1 to 20 years,~~ and our foreign income tax loss carryforwards were approximately $878.5 million. Since these losses have varying degrees of ~~$638.6 million, which all but $12.9 million can be used indefinitely,~~carryforward periods, it requires us to estimate the amount of ~~carry forward~~carryforward losses that we can reasonably be expected to realize. During the fourth quarter of calendar 2017, we recorded the impact of the change in the U.S. enacted federal income tax rate from 35% to 21% which reduced our deferred tax assets. During the fourth quarter, we also determined that realization of our deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarily as a result of cumulative net losses recorded for three years and we recorded a full valuation allowance for our deferred tax assets. As a result of the change in enacted tax rate and recording a full valuation allowance for our deferred tax assets, we recorded a charge to income tax provision in the fourth quarter of approximately $310 million. 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.

~~Acquisitions.We account~~ 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.

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On July 31, 2020, we completed our ~~acquisitions~~private offers to exchange our Existing Subordinated Notes for newly issued Second Lien Notes due 2026. Due to the terms of ~~theatrical exhibition businesses using~~that exchange, we were required to recognize CODI for US tax purposes on the ~~purchase method. The purchase method requires that we estimate~~difference between the face value of debt exchanged and the fair market value of the ~~individual assets and liabilities acquired as well as various forms~~new debt issued. We determined that we should recognize $1.2 billion of ~~consideration given including cash and common stock. We have obtained preliminary independent third-party valuation studies~~CODI for ~~certain~~tax purposes. Further, we concluded that the level of our insolvency at July 31, 2020 exceeded the ~~assets and liabilities acquired to assist us in determining fair value. The estimation~~indicated amount of the fair value of the assets and liabilities acquired including deferred tax assets and liabilities related to such amounts and consideration given involves a number of judgments and estimates that could differ materiallyCODI resulting from the ~~actual amounts. In many cases estimates~~debt exchange, which allowed us to reduce our tax attributes rather than recognize current taxable income. As a result, $1.2 billion of ~~fair values for assets and liabilities are based upon projected revenues or other future amounts and discount rates that are consistent with~~ our ~~weighted average cost of capital and implied internal rate of return used to determine the purchase price.~~

We completed the Nordic acquisition on March 28, 2017, Odeon acquisition on November 30, 2016 and the Carmike Acquisition on December 21, 2016. The acquisitions were treated as purchases in accordance with ASC Topic ~~805-Business Combinations~~ for an estimated purchase price of $654.9 million, $637.1 million and $858.2 million, respectively. Consideration was provided through the issuance of 4,535,466 common shares for Odeon and 8,189,808 common shares for Carmike and were valued based on our closing share price on November 29, 2016, of $34.55 for Odeon ($156.7 million) and our closing share price on December 20, 2016 of $33.45 for Carmike ($273.9 million). Cash consideration paid for Nordic was $654.9 million, for Odeon was $480.3 million and $584.3 million for Carmike. We repaid indebtedness of Nordic of approximately $313.9 million as of closing and repaid indebtedness of Odeon of approximately $593.2 million as of closing. We also assumed $230.0 million par value of Carmike’s 6% Senior Secured Notes due 2023 and recorded the debt at an estimated fair value of $242.1 million. The results of operations for Nordic, Odeon and Carmikenet operating losses have been ~~included~~eliminated due to tax attribute reduction. See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 10—Income Taxes in ~~our consolidated results of operations from~~ the ~~respective acquisition dates through December 31, 2017.~~Notes to Consolidated Financial Statements under Part II, Item 8 thereof, for further information.

~~Gift card and exchange ticket income.~~ As noted in our significant accounting policies for revenue, we defer 100% of these items and recognize these amounts as they are redeemed by customers or as income related to non-redeemed amounts is recognized. A vast majority of gift cards are used or partially used. However, a portion of the gift cards and exchange tickets we sell to our customers are not redeemed and not used in whole or in part. WeLeases. Under ASC Topic 842, lessees are required to ~~estimate income related~~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 ~~non-redeemed~~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 partially redeemed cards and do so based upon our historical redemption patterns. Our history indicates that if a card or exchange ticket is not used for 18 months or longer, its likelihood of being used past this 18-month period is remote. We recognize income for non-redeemed or partially redeemed gift cards usingjudgment. Estimating the ~~Proportional Method, pursuant to which we apply a non-redemption~~incremental borrowing rate for ~~our five gift card sales channels which range~~operating leases is subjective when reviewing the reasonableness of the inputs and rates applied to each lease.

Impact if actual results differ from ~~15% to 21% of our current month sales, and we recognize that~~assumptions. A 100-basis point increase in the incremental borrowing rate would have decreased total amount of income for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. We have determined our non-redemption rates and redemption patterns using data accumulated over ten years on a company-wide basis. Income for non-redeemed exchange tickets continues to be recognized as the redemption of these items is determined to be remote, that is if a ticket has not been used within 18 months after being purchased. During the years ended December 31, 2017, December 31, 2016 and December 31, 2015, we recognized $28.9 million, $22.9operating lease liabilities by approximately $187.7 million and ~~$22.9 million of income, respectively, related to the derecognition of gift card~~a 100-basis point decrease in weighted average discount rate would have increased total operating lease liabilities which was recorded in other theatre revenues in the Consolidated Statements of Operations. During the years ended December 31, 2017, December 31, 2016 and December 31, 2015, we recognized $11.9 million, $13.6 million and $12.1 million of income, respectively, related to the derecognition of exchange ticket liabilities, which was recorded in other theatre revenues in the Consolidated Statements of Operations.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.~~operations and segment operating results. Reference is made to Note ~~15 –~~ 13—Operating Segments in the Notes to the Consolidated Financial Statements ~~included elsewhere in this Annual Report on Form 10-K~~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		% Change		2022		2021		% Change		2022		2021		% Change
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 below		1,110.5		833.9	33.2	%		417.9		307.9	35.7	%		1,528.4		1,141.8	33.9	%
Rent		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 entities		(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	%
Net 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)	*	%
Net 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)	*	%
Net 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)	%

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Revenues

Admissions

$
3,229.5

$
2,049.4

$
1,892.0
Food and beverage

1,548.4

1,019.1

910.1
Other theatre

301.3

167.4

144.8
Total revenues

5,079.2

3,235.9

2,946.9
Operating Costs and Expenses

Film exhibition costs

1,604.3

1,089.5

1,021.4
Food and beverage costs

252.1

142.2

128.6
Operating expense, excluding depreciation and amortization below

1,548.0

873.5

795.7
Rent

794.4

505.5

467.8
General and administrative expense:

Merger, acquisition and transaction costs

63.0

47.9

3.4
Other, excluding depreciation and amortization below

133.4

90.7

58.2
Depreciation and amortization

538.6

268.2

233.0
Impairment of long-lived assets

43.6

5.5

1.7
Operating costs and expenses

4,977.4

3,023.0

2,709.8
Operating income (loss)

101.8

212.9

237.1
Other expense (income):

Other (income) expense

(1.7)

(0.4)

10.7
Interest expense:

—

Corporate borrowings

231.6

110.7

96.8
Capital and financing lease obligations

42.4

10.8

9.2
Equity in (earnings) loss of non-consolidated entities (1)

185.2

(47.7)

(37.1)
Investment (income) expense

(22.6)

(10.2)

(6.1)
Total other (income) expense

434.9

63.2

73.5
Earnings (loss) before income taxes

(333.1)

149.7

163.6
Income tax provision

154.1

38.0

59.7
Net earnings (loss)

$
(487.2)

$
111.7

$
103.9

Year Ended
Operating Data:

December 31, 2017

December 31, 2016

December 31, 2015
Screen additions

96

17

23
Screen acquisitions

736

5,201

410
Screen dispositions

258

38

14
Construction openings (closures), net

37

(48)

60
Average screens (1)

10,675

5,592

4,933
Number of screens operated

11,169

10,558

5,426
Number of theatres operated

1,014

906

387
Screens per theatre

11.0

11.7

14.0
Attendance (in thousands) (1)

346,763

215,145

196,902

~~(1)Includes consolidated theatres only.~~*Percentage change in excess of 100%.

Table of Contents


	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.

~~Segment Operating Results~~

U.S. Markets

International Markets

Consolidated

Year Ended

Year Ended

Year Ended

December 31,

December 31,

December 31,
(In millions)

2017

2016

2015

2017

2016

2015

2017

2016

2015
Revenues

Admissions

$
2,330.9

$
1,972.7

$
1,887.6

$
898.6

$
76.7

$
4.4

$
3,229.5

$
2,049.4

$
1,892.0
Food and beverage

1,220.1

991.1

908.2

328.3

28.0

1.9

1,548.4

1,019.1

910.1
Other theatre

172.5

153.2

144.3

128.8

14.2

0.5

301.3

167.4

144.8
Total revenues

3,723.5

3,117.0

2,940.1

1,355.7

118.9

6.8

5,079.2

3,235.9

2,946.9
Operating Costs and Expenses

Film exhibition costs

1,224.7

1,055.7

1,019.3

379.6

33.8

2.1

1,604.3

1,089.5

1,021.4
Food and beverage costs

176.6

135.7

128.2

75.5

6.5

0.4

252.1

142.2

128.6
Operating expense, excluding depreciation and amortization below

1,100.6

837.8

792.0

447.4

35.7

3.7

1,548.0

873.5

795.7
Rent

594.0

493.9

465.8

200.4

11.6

2.0

794.4

505.5

467.8
General and administrative expense:

Merger, acquisition and transaction costs

58.3

47.1

3.4

4.7

0.8

—

63.0

47.9

3.4
Other, excluding depreciation and amortization below

84.8

86.8

58.2

48.6

3.9

—

133.4

90.7

58.2
Depreciation and amortization

404.2

256.1

232.9

134.4

12.1

0.1

538.6

268.2

233.0
Impairment of long-lived assets

43.6

5.5

1.7

—

—

—

43.6

5.5

1.7
Operating costs and expenses

3,686.8

2,918.6

2,701.5

1,290.6

104.4

8.3

4,977.4

3,023.0

2,709.8
Operating income (loss)

36.7

198.4

238.6

65.1

14.5

(1.5)

101.8

212.9

237.1
Other expense (income):

Other (income) expense

(2.0)

(0.4)

10.7

0.3

—

—

(1.7)

(0.4)

10.7
Interest expense:

Corporate borrowings

230.3

110.7

96.8

1.3

—

—

231.6

110.7

96.8
Capital and financing lease obligations

20.0

8.9

9.2

22.4

1.9

—

42.4

10.8

9.2
Equity in (earnings) loss of non-consolidated entities

187.9

(47.2)

(37.1)

(2.7)

(0.5)

—

185.2

(47.7)

(37.1)
Investment (income) expense

(23.1)

(10.2)

(6.1)

0.5

—

—

(22.6)

(10.2)

(6.1)
Total other expense

413.1

61.8

73.5

21.8

1.4

—

434.9

63.2

73.5
Earnings (loss) before income taxes

(376.4)

136.6

165.1

43.3

13.1

(1.5)

(333.1)

149.7

163.6
Income tax provision (benefit)

154.3

40.5

59.7

(0.2)

(2.5)

—

154.1

38.0

59.7
Net earnings (loss)

$
(530.7)

$
96.1

$
105.4

$
43.5

$
15.6

$
(1.5)

$
(487.2)

$
111.7

$
103.9

U.S. Markets

International Markets

Consolidated

Year Ended

Year Ended

Year Ended

December 31,

December 31,

December 31,

December 31,

December 31,

December 31,

December 31,

December 31,

December 31,


2017

2016

2015

2017

2016

2015

2017

2016

2015
Operating Data:

Screen additions

51

16

23

45

1

—

96

17

23
Screen acquisitions

53

2,958

410

683

2,243

—

736

5,201

410
Screen dispositions

218

38

14

40

—

—

258

38

14
Construction openings (closures), net

45

(48)

60

(8)

—

—

37

(48)

60
Average screens(1)

8,084

5,350

4,917

2,591

242

16

10,675

5,592

4,933
Number of screens operated

8,224

8,293

5,410

2,945

2,265

16

11,169

10,558

5,426
Number of theatres operated

649

660

386

365

246

1

1,014

906

387
Screens per theatre

12.7

12.6

14.0

8.1

9.2

16.0

11.0

11.7

14.0
Attendance (in thousands)(1)

240,974

205,611

196,324

105,789

9,534

578

346,763

215,145

196,902

~~(1)Includes consolidated theatres only.~~

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 ~~our~~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

~~Table of Contents~~

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 ~~table sets~~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 Adjusted EBITDA (1)	$	46.6	$	(291.7)

Year Ended
Adjusted EBITDA (In millions)

December 31, 2017

December 31, 2016

December 31, 2015
U.S. markets

$
610.0

$
573.6

$
536.8
International markets

212.5

28.4

(0.4)
Total Adjusted EBITDA

$
822.5

$
602.0

$
536.4

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Net earnings (loss)

$
(487.2)

$
111.7

$
103.9
Plus:

Income tax provision

154.1

38.0

59.7
Interest expense

274.0

121.5

106.0
Depreciation and amortization

538.6

268.2

233.0
Impairment of long-lived assets

43.6

5.5

1.7
Certain operating expenses (1)

20.6

20.2

16.7
Equity in (earnings) loss of non-consolidated entities (2)

185.2

(47.7)

(37.1)
Cash distributions from non-consolidated entities (3)

45.4

40.1

34.0
Attributable EBITDA (4)

3.4

—

—
Investment income

(22.6)

(10.2)

(6.1)
Other expense (income) (5)

(1.3)

—

10.7
General and administrative expense—unallocated:

Merger, acquisition and transaction costs (6)

63.0

47.9

3.4
Stock-based compensation expense (7)

5.7

6.8

10.5
Adjusted EBITDA

$
822.5

$
602.0

$
536.4

Table of Contents


	Year Ended
(In millions)	December 31, 2022		December 31, 2021
Net 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 goodwill (2)		133.1		77.2
Certain operating expense (income) (3)		8.0		0.2
Equity in (earnings) 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:
Merger, acquisition and other costs (9)		2.1		13.7
Stock-based compensation expense (10)		22.5		43.1
Adjusted 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, 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 ~~include components of interest cost for the time value of money~~ or are non-operating in nature.

~~(2)~~

(4)

~~Equity in (earnings) loss of non-consolidated~~ ~~entities includes an~~ ~~other-than-temporary~~ ~~impairment charge of $208.0 million to reduce the carrying value of our investment in NCM to Level 1 fair value during the year ended December 31, 2017. An~~ ~~other-than-temporary~~ ~~impairment charge of $204.5 million was recorded on our units and shares at the publicly quoted per share price on June 30, 2017, of $7.42 and an~~ ~~other-than-temporary~~ impairment charge of $3.5 million was recorded on our units and shares at the publicly quoted per share price on December 31, 2017 of $6.86, based on our determination that the decline in the price per share during the respective quarters was other than temporary. Equity in (earnings) loss of non-consolidated entities ~~includes~~primarily consisted of equity in loss ~~on the sale~~from Saudi Cinema Company, LLC of ~~a portion~~$7.6 million, partially offset by equity in (earnings) in DCIP of ~~our investment in NCM of $22.2~~$3.4 million during the year ended December 31, ~~2017.~~

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.

~~(3)~~

(5)

IncludesU.S. non-theatre distributions from equitymethod investments and International ~~non-theatre~~ non-theatredistributions fromequitymethod investments to the extent received. We believe including cash distributionsis an appropriatereflection ofthe contribution of ~~the contribution of~~ these investments to our operations.

~~(4)~~

(6)

Attributable EBITDA includes the EBITDA from ~~minority~~ equity investments in theatre operators in certain ~~international~~International markets. See below for a reconciliation of our equity ~~earnings~~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. ~~As these investments relate only to our~~

5861

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	Year Ended
(In millions)	December 31, 2022		December 31, 2021
Equity in (earnings) loss of non-consolidated entities	$	1.6	$	(11.0)
Less:
Equity in earnings of non-consolidated entities excluding International theatre joint ventures		(5.4)		(13.5)
Equity in loss of International theatre joint 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 long-lived assets		4.2		—
Depreciation and amortization		2.8		5.6
Other expense		—		0.2
Attributable EBITDA	$	0.4	$	3.7

~~Nordic acquisition, the second quarter of 2017 represents the first time we have made this adjustment and does not impact prior historical presentations of Adjusted EBITDA.~~

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Equity in (earnings) loss of non-consolidated entities

$
185.2

$
(47.7)

$
(37.1)
Less:

Equity in (earnings) loss of non-consolidated entities excluding international theatre JV's

187.0

(47.7)

(37.1)
Equity in (earnings) loss of International theatre JV's

1.8

—

—
Depreciation and amortization

1.6

—

—
Attributable EBITDA

$
3.4

$
—

$
—

~~(5)~~

(7)

Other ~~income~~ ~~for~~expense (income) during the year ended December 31, ~~2017 includes $3.0~~2022, primarily consisted of a loss on debt extinguishment of $92.8 million, ~~financing~~partially offset by income related to the foreign currency transaction gains ~~partially offset by $1.3~~of $(12.3) million ~~in fees relating~~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 ~~third-party fees~~rent expense, due to the adoption of ASC 842, Leases and deferred rent benefit related to the ~~Third Amendment to our Senior Secured Credit Agreement, and a~~ ~~$0.4 million loss on the redemption~~impairment of the Bridge Loan Facility. During the year ended December 31, 2015, we recorded a loss on extinguishment related to the redemption of the Notes due 2022 of approximately $9.3 million and the loss on the modification of the Senior Secured Credit Facility of $1.4 million.

right-of-use operating lease assets.

~~(6)~~

(9)

Merger, acquisition and ~~transition~~other costs are excluded as they are non-operating in nature.

~~(7)~~

(10)

Non-cash ~~or non-recurring~~ expense included in general and administrative: ~~other~~

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; and~~

future.

~~does not reflect the impact of divestitures that may be required in connection with recently completed acquisitions.~~

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Segment Information

Our historical results of ~~operation~~operations for the years ended December 31, ~~2017, December 31, 2016,~~2022 and December 31, ~~2015~~2021 reflect the results of operations for our two Theatrical Exhibition reportable segments, U.S. markets and International markets.

Prior to the acquisition of Odeon on November 30, 2016, we reported one operating segment, Theatrical Exhibition. Our results of operations for the year ended December 31, 2017 include the acquisition of Nordic on

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March 28, 2017 included in our International markets segment. Our historical results of operations for the year ended December 31, 2015 included one theatre in the U.K. which is now reported as part of our International markets reportable segment effective with the Odeon acquisition on November 30, 2016.

Results of Operations—For the ~~Years~~Year Ended December 31, ~~2017 and~~2022, Compared to the Year Ended December 31, ~~2016~~2021

Consolidated Results of Operations

Revenues. Total revenues increased ~~57.0% or $1,843.3~~$1,383.5 million, during the year ended December 31, ~~2017~~2022, compared to the year ended December 31, ~~2016.~~2021. Admissions revenues increased ~~57.6%, or $1,180.1~~$807.2 million, during the year ended December 31, ~~2017~~2022, compared to the year ended December 31, 2016, primarily due to a 61.2% increase in attendance partially offset by a 2.2% decrease in average ticket price. The increase in attendance was primarily due to the acquisition of Odeon in November 2016, the acquisition of Carmike in December 2016 and the acquisition of Nordic in March 2017. The decrease in average ticket price was primarily due to the acquisition of Odeon where the average ticket price in their markets is lower than in our U.S. markets. Total admissions revenues were increased (decreased) by rewards redeemed, net of deferrals of $3.2 million and $(1.6) million during the years ended December 31, 2017 and December 31, 2016, respectively. The rewards accumulated under AMC Stubs® ~~are deferred and recognized in future periods upon redemption or expiration of customer rewards.~~

Food and beverage revenues increased 51.9%, or $529.3 million, during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the increase in attendance due to the acquisitions, partially offset by a 5.7% decrease in food and beverage revenues per patron. The decrease in food and beverage revenues per patron was primarily due to the acquisitions of Odeon and Nordic where food and beverage revenues per patron in International markets is much lower than in our U.S. markets. Total food and beverage revenues were increased (decreased) by rewards redeemed, net of deferrals, of $2.7 million and $(0.8) million during the years ended December 31, 2017 and December 31, 2016, respectively.

Total other theatre revenues increased 80.0%, or $133.9 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to increases from the Odeon, Carmike, and Nordic acquisitions.

~~Operating costs and expenses.~~ Operating costs and expenses increased 64.7%, or $1,954.4 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. Film exhibition costs increased 47.3%, or $514.8 million, during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the increase in admissions revenues as a result of the acquisitions. As a percentage of admissions revenues, film exhibition costs were 49.7% for the year ended December 31, 2017 and 53.2% for the year ended December 31, 2016. Film exhibition costs as a percentage of admissions revenues in our International markets are much lower than in our U.S. markets.

Food and beverage costs increased 77.3%, or $109.9 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. As a percentage of food and beverage revenues, food and beverage costs were 16.3% for the year ended December 31, 2017 and 14.0% for the year ended December 31, 2016 due to the acquisition of Odeon and Nordic where food and beverage costs as a percentage of food and beverage revenues are much higher in our International markets than in our U.S. markets. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. Food and beverage gross profit per patron decreased 8.3%, and is calculated as food and beverage revenues less food and beverage costs divided by attendance. The decrease is primarily due to lower gross profit per patron in our International markets.

As a percentage of revenues, operating expense was 30.5% for the year ended December 31, 2017 and 27.0% for the year ended December 31, 2016. Rent expense increased 56.8%, or $287.1 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily from the increase in the number of theatres operated due to the acquisitions of Odeon, Carmike, and Nordic.

~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs were $63.0 million during the year ended December 31, 2017 compared to $47.9 million during the year ended December 31, 2016. This increase was primarily due to expenses incurred in connection with the DOJ Final Judgment for the Carmike acquisition.

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~~The merger, acquisition and transaction costs are costs and expenses incurred principally at the corporate office in the investigation, negotiation, financing and transition of acquisitions.~~

In conjunction with the Carmike acquisition and the DOJ Final Judgment, we returned 1,807,220 additional NCM LLC common units (valued at $22.6 million) in exchange for a waiver of exclusivity by NCM which resulted in $22.6 million of expense during the year ended December 31, 2017.

~~Other.~~ Other general and administrative expense increased $42.7 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, due primarily to the acquisitions of Odeon and Nordic and increases in development costs, salaries and benefits.

~~Depreciation and amortization.~~ Depreciation and amortization increased $270.4 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the increase in depreciable assets resulting from the acquisitions of Odeon, Carmike, and Nordic, as well as capital expenditures of $626.8 million during the year ended December 31, 2017 and $421.7 million during the year ended December 31, 2016.

~~Impairment of long-lived assets.~~ We recognized non-cash impairment losses of $43.6 million on 12 theatres in the U.S. markets with 179 screens (in Illinois, Texas, Virginia, Michigan, Oklahoma, New York and Maryland), which were related to property, net. During the year ended December 31, 2016, we recognized non-cash impairment losses of $5.5 million on two theatres with 22 screens (in California and Missouri), which were related to property, net.

~~Other Expense (Income):~~

~~Other income.~~ Other income of $1.3 million during the year ended December 31, 2017 is primarily due to financing related foreign currency transaction gains of $3.0 million and a $0.4 million recovery for business interruption, offset by $1.0 million of third-party fees related to the Third Amendment to our Senior Secured Credit Agreement and a $0.4 million loss on the repayment of the Bridge Loan Facility.

~~Interest expense.~~ Interest expense increased $152.5 million to $274.0 million for the year ended December 31, 2017 compared to $121.5 million for the year ended December 31, 2016 primarily due to issuance of $595.0 million of our 5.875% Notes due 2026 and £250.0 million ($337.6 million) of our 6.375% Sterling Notes due 2024 on November 8, 2016 for the Odeon acquisition, issuance of $500.0 million of new Term loans due 2023 on November 30, 2016, issuance of our 7.0% Bridge Loan due 2017 of $350.0 million on December 21, 2016 (repaid in February 2017), and the assumption from Carmike of $230.0 million of 6.0% Notes due 2023 on December 21, 2016 for the Carmike acquisition, issuance of $475.0 million of our 6.125% Notes due 2027 on March 17, 2017, and the issuance of additional £250.0 million ($337.6 million) of our 6.375% Sterling Notes due 2024 on March 17, 2017 for the Nordic acquisition. The interest rate on the new Term Loans due 2023 was 3.727% as of December 31, 2017. We also assumed $223.7 million of capital and financing lease obligations from Carmike, $367.3 million of capital and financing lease obligations from Odeon, and $11.7 million of capital and financing lease obligations from Nordic with interest rates ranging from 5.1% to 6.4%.

~~Equity in (earnings) loss of non-consolidated entities.~~ Equity in loss of non-consolidated entities was $185.2 million for the year ended December 31, 2017 compared to equity earnings of $47.7 million for the year ended December 31, 2016. The decrease in equity in earnings of non-consolidated entities of $232.9 million was2021, primarily due to an other-than-temporary impairment loss on NCM of $208.0 million, loss on sales of NCM shares of $22.2 million and increase in loss from Open Road of $8.9 million. See “Significant Events—NCM Agreement” above for further information regarding the other-than-temporary impairment loss and loss on sale of NCM shares.

~~Investment income.~~ Investment income was $22.5 million for the year ended December 31, 2017 compared to investment income of $10.2 million for the year ended December 31, 2016. The increase in investment income was primarily due to the $17.2 million gain on the sale of Open Road. Investment income includes income related to the NCM tax receivable agreement of $6.0 million and $7.8 million for the years ended December 31, 2017 and December 31, 2016, respectively. Investment income includes a $3.0 million gain on the sale of RealD during the year ended December 31, 2016.

~~Income tax provision (benefit).~~ ~~The income tax provision was $154.1 million and $38.0 million for the years ended December 31, 2017 and December 31, 2016, respectively. During the fourth quarter of calendar 2017, we~~

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recorded the impact of the change in the U.S. enacted federal income tax rate from 35% to 21% which reduced our deferred tax assets. During the fourth quarter, we also determined that realization of our deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarily as a result of cumulative net losses recorded for three years and our limited ability to use as a factor in this determination any projections of future taxable income as a source of recovery for deferred tax assets. Accordingly, we recorded a full valuation allowance on our deferred tax assets. As a result of the change in enacted tax rate and recording a full valuation allowance on our deferred tax assets, we recorded a charge to income tax provision during the fourth quarter of approximately $310 million. See Note 9—Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 hereof.

~~Net earnings (loss).~~ Net loss was $487.2 million and net earnings was $111.7 million during the years ended December 31, 2017 and December 31, 2016, respectively. Net loss during the year ended December 31, 2017 compared to net earnings during the year ended December 31, 2016 was negatively impacted by the income tax charge, an other-than-temporary impairment loss on NCM of $208.0 million and loss on sale of NCM shares of $22.2 million, impairment charges of $43.6 million, decreases in average ticket price, food and beverage revenues per patron, and increases in rent, depreciation and amortization expense, interest expense, and general and administrative expense (other and merger, acquisition and transaction costs), partially offset by the increase in attendance ~~related~~from 128.5 million patrons to ~~the Odeon, Carmike, and Nordic acquisitions, and the $17.2~~201.0 million ~~gain on sale of Open Road.~~

~~Theatrical Exhibition–U.S. Markets~~

~~Revenues.~~ Total revenues increased 19.5% or $606.5 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. Admissions revenues increased 18.2%, or $358.2 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to a 17.2% increase in attendancepatrons and a ~~0.8%~~0.9% increase in average ticket price. The increase in attendance was primarily due to the ~~acquisition of Carmike~~COVID-19 pandemic impact on the prior year which resulted in ~~December 2016. Total admissions~~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 ~~were~~ increased ~~(decreased) by rewards redeemed, net of deferrals of $3.2 million and $(1.6)~~$456.4 million, during the year ended December 31, ~~2017 and~~2022, compared to the year ended December 31, ~~2016, respectively. The rewards accumulated under AMC Stubs~~® ~~are deferred~~2021, primarily due to the increase in attendance, partially offset by the decrease in food and ~~recognized in future periods upon redemption or expiration of customer rewards.~~

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 ~~23.1%, or $229.0~~$119.9 million, during the year ended December 31, ~~2017~~2022, compared to the year ended December 31, ~~2016,~~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, ~~due to~~partially offset by the ~~Carmike acquisition~~decrease in foreign currency translation rates.

Operating costs and ~~the increase in food~~expenses. Operating costs and ~~beverage revenues per patron of 5.1% due to price increases and the introduction of enhanced menu offerings. Total food and beverage revenues were~~expenses increased ~~(decreased) by rewards redeemed, net of deferrals, of $2.7 million and $(0.8)~~$975.8 million, during the year ended December 31, ~~2017 and~~2022, compared to the year ended December 31, ~~2016, respectively.~~

~~Total other theatre revenues~~2021. Film exhibition costs increased ~~12.6%, or $19.3~~$444.0 million, during the year ended December 31, ~~2017~~2022, compared to the year ended December 31, ~~2016, primarily due to increases from the Carmike acquisition for internet ticketing fees and advertising revenues, partially offset by a decline in membership fees for AMC Stubs~~® ~~and declines in income from exchange tickets due to declines in sales volume and estimated non-presentment rates.~~

~~Operating costs and expenses.~~ Operating costs and expenses increased 26.3%, or $768.2 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. Film exhibition costs increased 16.0%, or $169.0 million, during the year ended December 31, 2017 compared to the year ended December 31, 2016. This increase was2021, primarily due to the increase in ~~admissions revenues due to the Carmike acquisition.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~52.5%~~47.8% for the year ended December 31, ~~2017 and 53.5%~~2022, compared to 43.6% for the year ended December 31, ~~2016.~~

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 ~~30.1%, or $40.9~~$90.7 million, during the year ended December 31, ~~2017~~2022, compared to the year ended December 31, 2016. As a percentage of food and beverage revenues, food and beverage costs were 14.5% for the year ended December 31, 2017 and 13.7% for the year ended December 31, 2016. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. Food and beverage gross profit per patron increased 4.1%, and is calculated as food and beverage revenues less food and beverage costs divided by attendance.

As a percentage of revenues, operating expense was 29.6% for the year ended December 31, 2017 and 26.9% for the year ended December 31, 2016. Rent expense increased 20.3%, or $100.1 million during the year ended

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~~December 31, 2017 compared to the year ended December 31, 2016, primarily from the increase in the number of theatres operated including the acquisition of Carmike.~~

~~General and Administrative Expense:~~

~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs were $58.3 million during the year ended December 31, 2017 compared to $47.1 million during the year ended December 31, 2016, primarily due to our return of NCM LLC common units in connection with the Carmike acquisition, offset by declines in professional and consulting costs related to the Carmike acquisition, Odeon acquisition, and Nordic acquisition. The merger, acquisition and transaction costs are costs and expenses incurred principally at the corporate office in the investigation, negotiation, financing and transition of acquisitions.

~~Other.~~ Other general and administrative expense declined $2.0 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. Legal expenses declined $9.3 million primarily due to the settlement of a lawsuit in the prior year of $7.0 million and costs related to the settlement offset by increases in salaries and benefits and advertising expense.

~~Depreciation and amortization.~~ Depreciation and amortization increased $148.1 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the increase in depreciable assets resulting from the acquisition of Carmike, as well as capital expenditures of $543.8 million during the year ended December 31, 2017 and $412.8 million during the year ended December 31, 2016.

~~Impairment of long-lived assets.~~ During the year ended December 31, 2017, we recognized non-cash impairment losses of $43.6 million on 12 theatres with 179 screens (in Illinois, Texas, Virginia, Michigan, Oklahoma, New York and Maryland), which were related to property, net. During the year ended December 31, 2016, we recognized non-cash impairment losses of $5.5 million on two theatres with 22 screens (in California and Missouri), which were related to property, net.

~~Other Expense (Income):~~

~~Other income.~~ Other income of $2.0 million during the year ended December 31, 2017 is primarily due to financing related foreign currency transaction gains of $3.0 million and a $0.4 million recovery for business interruption, partially offset by $1.0 million of third-party fees related to the Third Amendment to our Senior Secured Credit Agreement and a $0.4 million loss on the repayment of the Bridge Loan Facility.

~~Interest expense.~~ Interest expense increased $130.7 million to $250.3 million for the year ended December 31, 2017 compared to $121.5 million for the year ended December 31, 2016 primarily due to issuance of $595.0 million of our 5.875% Notes due 2026 and £250.0 million ($337.6 million) of our 6.375% Sterling Notes due 2024 on November 8, 2016 for the Odeon acquisition, issuance of $500.0 million of new Term loans due 2023 on November 30, 2016, issuance of our 7.0% Bridge Loan due 2017 of $350.0 million on December 21, 2016 (repaid in February 2017), the assumption from Carmike of $230.0 million of 6.0% Notes due 2023 on December 21, 2016 for the Carmike acquisition, issuance of $475.0 million of our 6.125% Notes due 2027 on March 17, 2017, and the issuance of additional £250.0 million ($337.6 million) of our 6.375% Sterling Notes due 2024 on March 17, 2017 for the Nordic acquisition. The interest rate on the new Term Loans due 2023 was 3.727% as of December 31, 2017. We also assumed $223.7 million of capital and financing lease obligations from Carmike with interest rates ranging from 5.75% to 6.25%.

~~Equity in (earnings) loss of non-consolidated entities.~~ Equity in loss of non-consolidated entities were $187.9 million for the year ended December 31, 2017 compared to equity earnings of $47.2 million for the year ended December 31, 2016. The decrease in equity in earnings of non-consolidated entities of $235.1 million was primarily due to an other-than-temporary impairment loss on NCM of $208.0 million, loss on sales of NCM shares of $22.2 million and recognition of previously suspended loss from Open Road of $8.9 million. See “Significant Events—NCM Agreement” above for further information regarding the other-than-temporary impairment loss.

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~~Investment income.~~ Investment income was $23.1 million for the year ended December 31, 2017 compared to investment income of $10.2 million for the year ended December 31, 2016. The primary increase in investment income was primarily due to the $17.2 million gain on the sale of Open Road. Investment income includes income related to the NCM tax receivable agreement of $6.0 million and $7.8 million for the years ended December 31, 2017 and December 31, 2016, respectively. Investment income also includes a $3.0 million gain on the sale of RealD during the year ended December 31, 2016.

~~Income tax provision.~~ The income tax provision was $154.3 million for the year ended December 31, 2017 and $40.5 million for the year ended December 31, 2016. During the fourth quarter of calendar 2017, we recorded the impact of the change in the U.S. enacted federal income tax rate from 35% to 21% which reduced our deferred tax assets. During the fourth quarter, we also determined that realization of our deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarily as a result of cumulative net losses recorded for three years and our limited ability to use as a factor in this determination any projections of future taxable income as a source of recovery for deferred tax assets. Accordingly, we recorded a full valuation allowance on our deferred tax assets. As a result of the change in enacted tax rate and recording a full valuation allowance our deferred tax assets, we recorded a charge to income tax provision during the fourth quarter of approximately $310 million. See Note 9—Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 hereof.

~~Net earnings (loss).~~ Net loss was $530.7 million and net earnings were $96.1 million during the year ended December 31, 2017 and December 31, 2016, respectively. Net loss during the year ended December 31, 2017 compared to net earnings during the year ended December 31, 2016 was negatively impacted by the income tax provision change, an other-than-temporary impairment loss on NCM of $208.0 million, loss on sale of NCM, Inc. shares of $22.2 million, impairment of $43.6 million, increases in rent, depreciation and amortization expense, interest expense, and general and administrative expense (other and merger, acquisition and transaction costs), partially offset by the increase in attendance related to the Carmike acquisition, increases in average ticket price and food and beverage revenue per patron, and the $17.2 million gain on sale of Open Road.

~~Theatrical Exhibition - International Markets~~

~~Revenues.~~ Total revenues increased $1,236.8 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. Admissions revenues increased $821.9 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to an increase in attendance due to the acquisitions of Odeon on November 30, 2016 and Nordic on March 28, 2017.

Food and beverage revenues increased $300.3 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the increase in attendance as a result of the acquisitions of Odeon and Nordic.

Total other theatre revenues increased $114.6 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the acquisition of Odeon and Nordic. Total other theatre revenues include revenues for advertising and theatre rentals.

~~Operating costs and expenses.~~ Operating costs and expenses increased $1,186.2 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. Film exhibition costs increased $345.8 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the increase in admissions revenues as a result of the acquisitions. As a percentage of admissions revenues, film exhibition costs were 42.2% for the year ended December 31, 2017 and 44.1% for the year ended December 31, 2016.

~~Food and beverage costs increased $69.0 million during the year ended December 31, 2017 compared to the year ended December 31, 2016.~~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 ~~23.0%~~17.4% for the year ended December 31, ~~2017 and 23.2%~~2022, compared to 16.1% for the year ended December 31, ~~2016.~~2021.

As a percentage of revenues, operating expense was ~~33.0%~~39.1% for the year ended December 31, ~~2017 and 30.0% during~~2022, compared to 45.2% for the year ended December 31, ~~2016.~~2021 due to the very low levels of attendance in the prior year. Rent expense increased ~~$187.0~~7.0%, or $58.2 million, during the year ended December 31, ~~2017~~2022, compared to the year ended December 31, ~~2016~~2021, due primarily to ~~the increase~~cash rent abatements from landlords in the ~~number~~prior year and the opening of new theatres, ~~operated as a result of~~partially offset by theatre closures and the ~~Odeon and Nordic acquisitions.~~

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~~General and Administrative Expense:~~

~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs increased $3.9 million during the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to costs associated with the Nordic acquisition. The majority of our consolidated merger, acquisition and transaction costs related to Odeon and Nordic are includeddecrease in our Theatrical Exhibition – U.S. markets operating segment. The merger, acquisition and transactions costs are costs and expenses incurred principally at the corporate office in the investigation, negotiation, financing and transition of acquisitions.

~~Other.~~ ~~Other general and administrative expense increased $44.7 million during the year ended December 31, 2017 compared to the year ended December 31, 2016 due to the Odeon and Nordic acquisitions.~~

~~Depreciation and amortization.~~ Depreciation and amortization increased $122.3 million during the year ended December 31, 2017 compared to the year ended December 31, 2016 due to the increase in depreciable assets resulting from the Odeon and Nordic acquisitions.

~~Interest expense.~~ Interest expense increased $21.8 million for the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to interest expense related to approximately $367.3 million of capital and financing lease obligations from Odeon and $11.7 million of capital and financing lease obligations from Nordic with interest rates ranging from 5.1% to 6.4%.

~~Income tax provision.~~ The income tax benefit decreased $2.3 million for the year ended December 31, 2017. The income tax provision is increased by valuation allowances recorded against deferred tax assets in various European jurisdictions.foreign currency translation rates. See Note ~~9—Income Taxes~~3—Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 ~~hereof.~~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.

~~Net earnings.~~ ~~Net earnings increased $27.9~~Merger, acquisition, and other costs. Merger, acquisition, and other costs were $2.1 million during the year ended December 31, ~~2017 as a result of the Odeon and Nordic acquisitions.~~

~~Results of Operations—For the Years Ended December 31, 2016 and December 31, 2015~~

~~Consolidated Results of Operations~~

~~Revenues.~~ ~~Total revenues increased 9.8% or $289.0~~2022, compared to $13.7 million during the year ended December 31, ~~2016~~2021, primarily due to higher legal and professional costs related to strategic contingent planning in the prior year.

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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, ~~2015. Admissions revenues increased 8.3%,~~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 ~~$157.4~~$29.0 million during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~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 ~~9.3% increase in attendance~~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 ~~0.8%~~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;

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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 ~~acquisition~~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

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primarily due to strategic pricing initiatives put in ~~December 2015,~~place over the ~~acquisition of Odeon~~prior year and increases in ~~November 2016,~~3D, IMAX and the acquisition of Carmike in December 2016. Total admissions revenues were decreased by rewards redeemed, net of deferrals, of $1.5 million and were decreased by rewards redeemed, net of deferrals of $0.2 million related to rewards accumulated under AMC Stubs® ~~during the years ended December 31, 2016 and December 31, 2015, respectively. The rewards accumulated under AMC Stubs~~® ~~are deferred and recognized in future periods upon redemption or expiration of customer rewards.~~Premium content.

Food and beverage revenues increased ~~12.0%, or $109.0~~$378.6 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~2021, primarily due to the increase in ~~food~~attendance and ~~beverage revenues per patron of 2.6% and the increase in attendance. The~~an increase in food and beverage ~~revenues~~per patron. Food and beverage per patron ~~reflects~~ increased prices effective at the start of the fourth quarter of calendar 2015 and the contribution of our food and beverage strategic initiatives. Total food and beverage revenues were decreased by rewards redeemed, net of deferrals, of $0.8 million and were decreased by rewards redeemed, net of deferrals, of $0.2 million related0.5% from $7.43 to ~~rewards accumulated under AMC Stubs~~® ~~during the years ended December 31, 2016 and December 31, 2015, respectively.~~$7.47.

Total other theatre revenues increased ~~15.6%, or $22.6~~$81.6 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~2021, primarily due to increases in ticket fees, income from ~~internet ticketing fees,~~gift cards and package tickets and screen and other advertising ~~revenues, and exchange ticket sales, partially offset by a decline~~due to the increase in ~~membership fees for AMC Stubs~~®. attendance.

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Operating costs and expenses. Operating costs and expenses increased ~~9.8%, or $77.8~~$749.7 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015.~~2021. Film exhibition costs increased ~~6.7%, or $68.1~~$370.8 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~2021, primarily due to the increase in ~~admissions revenues.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~53.2%~~50.6% for the year ended December 31, ~~2016~~2022 and ~~54.0%~~45.3% for the year ended December 31, ~~2015.~~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 ~~10.6%, or $13.6~~$69.2 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, 2015. As a percentage of food and beverage revenues, food and beverage costs were 14.0% for the year ended December 31, 2016 and 14.1% for the year ended December 31, 2015 due to increases in retail selling prices at the start of the fourth quarter of 2015 in excess of cost increases for our food and beverage products.2021. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. ~~Food and beverage gross profit per patron increased 2.8%, and is calculated as~~As a percentage of food and beverage revenues, ~~less~~ food and beverage costs ~~divided by attendance.~~

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 ~~27.0%~~37.5% for ~~both years~~the year ended December 31, ~~2016~~2022 and 44.5% for the year ended December 31, ~~2015.~~2021 due to the low levels of attendance in the prior year. Rent expense increased ~~8.1%~~8.5%, or ~~$37.7~~$52.3 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015, primarily from the increase in the number of theatres operated including the acquisition of Starplex Cinemas, Odeon, and Carmike.~~

~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs were $47.9 million during the year ended December 31, 2016 compared to $3.4 million during the year ended December 31, 2015, primarily due to an increase in professional and consulting costs and increased merger and acquisition activity associated with our Carmike acquisition and Odeon acquisition. Merger and acquisition costs included $10.0 million of bonuses paid to certain members of management in recognition of their successful efforts to complete the acquisitions of both Odeon and Carmike in 2016. The bonuses were funded through a capital contribution by Wanda.

~~Other.~~ ~~Other general and administrative expense increased $32.5 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015,~~2021, due primarily to ~~the net periodic benefit credit of $18.1 million related to the termination and settlement of the AMC Postretirement Medical Plan recorded~~cash rent abatements from landlords in the prior year ~~a settlement~~and the opening of litigation of $7.0 million, an increase in legal expenses of approximately $5.3 million, increases in expenses for Odeon administration of approximately $3.9 million, increases in technology costs of approximately $1.1 million and increases of approximately $1.5 million for pension and deferred compensation costsnew theatres, partially offset by ~~declines in stock-based compensation expense of $3.6 million due to an increase in vesting periods compared to the prior year.~~theatre closures. See Note ~~11 – Employee Benefit Plans~~3—Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 ~~hereof~~thereof for further information ~~regarding~~on the ~~components~~impact of ~~net periodic benefit credit, including recognition~~COVID-19 on leases and rent obligations of ~~the prior service credits and net actuarial gains recorded in accumulated other comprehensive income, curtailment gains, and settlement gains during the year ended~~approximately $130.5 million that have been deferred to future years as of December 31, ~~2015.~~2022.

~~Depreciation~~Merger, acquisition, and ~~amortization.~~ ~~Depreciation~~other costs. Merger, acquisition, and ~~amortization increased 15.1%, or $35.2~~other costs were $2.7 million during the year ended December 31, ~~2016~~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, ~~2015,~~2021 due primarily to an $18.8 million decrease in expense for stock-based compensation expense due primarily to ~~the increase~~lower expectations for performance based vesting and lower expense for SPSU’s that fully vested in ~~depreciable assets resulting from capital expenditures of $421.7 million during the year ended December 31, 2016 and the acquisition of Starplex Cinemas, Odeon and Carmike.~~

~~Impairment of long-lived assets.~~ We recognized non-cash impairment losses of $5.5 million on two theatres with 22 screens (in California and Missouri), which were related to property, net, of $5.5 million, during the year ended December 31, 2016. During the year ended December 31, 2015, we recognized non-cash impairment losses of $1.7 million on three theatres with 15 screens (in New York, Maryland, and Washington D.C.), which were related to property, net, of $0.9 million and intangible assets, net of $0.8 million.

~~Other Expense (Income):~~

~~Other expense (income).~~ Other income during the year ended December 31, 2016 is primarily due to insurance recoveries for business interruption. Other expense during the year ended December 31, 2015 was due to a loss on extinguishment of indebtedness related to the cash tender offer and redemption of the Notes due 2020 of $9.3 million and loss on modification of our Senior Secured Credit Facility of $1.4 million.

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~~Interest expense.~~ Interest expense increased 14.5%, or $15.4 million, for the year ended December 31, 2016 compared to the year ended December 31, 2015 primarily due to issuance of $595 million of our 5.875% Notes due 2026 and £250.0 million ($308.4 million) of our 6.375% Sterling Notes due 2024 on November 8, 2016 and issuance of $500.0 million of new Term loans due 2023 on November 30, 2016 in connection with the acquisition of Odeon. The interest rate on the new Term Loans was 3.727% as of December 31, 2016. Additionally, we borrowed $350.0 million under the Bridge Loan Agreement due 2017 and assumed $230.0 million aggregate principal amount of 6.0% Senior Secured Notes due 2023 from Carmike in connection with the acquisition of Carmike on December 21, 2016. We also assumed $222.0 million of capital and financing lease obligations from Carmike and $365.3 million of capital and financing lease obligations from Odeon with interest rates ranging from 5.75% to 6.4%.

~~Equity in earnings of non‑consolidated entities.~~ Equity in earnings of non-consolidated entities were $47.7 million for the year ended December 31, 2016 compared to $37.1 million for the year ended December 31, 2015. The increase in equity in earnings of non-consolidated entities of $10.6 million was primarily due to improvement in earnings from NCM of $6.3 million, increases in earnings from DCIP of $2.9 million and $0.5 million related to Odeon’s investment in Digital Cinema Media. During the year ended December 31, 2016, we continued to suspend equity method accounting for our investment in Open Road Films as the investment in Open Road Films had reached our commitment to provide additional capital contribution. The cash distributions from non-consolidated entities were $40.1 million during the year ended December 31, 2016, and $34.1 million during the year ended December 31, 2015, which includes payments related to the NCM tax receivable agreement recorded in investment income.2021. See Note ~~5 – Investments~~9—Stockholders’ Equity in the Notes to the Consolidated Financial Statements under Part II Item 8 ~~hereof~~thereof for ~~further information.~~additional information about stock-based compensation expense.

~~Investment income.~~ Investment income was $10.2 million for the year ended December 31, 2016 compared to investment income of $6.1 million for the year ended December 31, 2015. Investment income for the year ended December 31, 2016 includes payments received of $7.8 million related to the NCM tax receivable agreement compared to payments received of $6.6Depreciation and amortization. Depreciation and amortization decreased 2.8%, or $9.0 million, during the year ended December 31, ~~2015. Investment income for~~2022, compared to the year ended December 31, ~~2016 also includes a $3.0 million gain~~2021, primarily due to lower depreciation expense on ~~sale~~theatres impaired during years ended December 31, 2020 and December 31, 2021.

Impairment of ~~all of our 1,222,780 common shares held in RealD Inc.~~

~~Income tax provision.~~ ~~The income tax provision was $38.0 million for~~long-lived assets, definite and indefinite-lived intangible assets, and goodwill. During the year ended December 31, ~~2016~~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 ~~$59.7 million for~~Wisconsin) which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, ~~2015. Our effective tax rate declined from 36.5%~~2021, we recognized non-cash impairment losses of $61.3 million on 77 theatres in the ~~prior~~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,

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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. Otherexpense of $52.0 million during the year ~~to 25.4% in the current year~~ended December 31, 2022 was primarily due to a loss on extinguishment of debt of $135.0 million related to the ~~reversal~~full redemption of ~~liabilities for uncertain tax positions~~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 ~~current~~ year ended December 31, 2021, was primarily due to a loss on extinguishment of ~~approximately $19.2~~$14.4 million ~~which reduced our income tax provision significantly.~~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 ~~9 – Income Taxes~~1—The Company and Significant Accounting Policies in the Notes to the Consolidated Financial Statements under Part II Item 8 ~~hereof.~~thereof for additional information about the components of other expense.

~~Net earnings.~~ ~~Net earnings were $111.7~~Interest expense. Interest expense decreased $82.0 million ~~and $103.8~~to $305.9 million for the year ended December 31, 2022, compared to $387.9 million during the year ended December 31, ~~2016~~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.

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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, ~~2015,~~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 ~~earnings~~loss. Net loss was $712.0 million and $1,049.0 million during the year ended December 31, ~~2016~~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, 2015 were positively impacted by the increase in attendance, and food and beverage revenue per patron, the decrease in income tax provision, the increase in investment income, and the increase in equity in earnings of non-consolidated entities, partially offset by the decrease in average ticket price, increases in rent, depreciation and amortization expense and general and administrative expense (other and merger, acquisition and transaction costs).

~~Theatrical Exhibition - U.S. Markets~~

~~Revenues.~~ ~~Total~~2021. Admissions revenues increased ~~6.0% or $176.9~~$181.5 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015. Admissions revenues increased 4.5%, or $85.1 million during the year ended December 31, 2016 compared to the year ended December 31, 2015,~~2021, primarily due to ~~a 4.5%~~an increase in attendance from 37.4 million patrons to 59.6 million patrons partially offset by a ~~0.2%~~7.0% decrease in average ticket price. The increase in attendance was primarily due to the ~~acquisition of Starplex Cinemas~~COVID-19 pandemic impact on the prior year which resulted in ~~December 2015~~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 acquisition of Carmike in December 2016. Total admissions revenues were decreased by rewards redeemed, net of deferrals, of $1.5 million and were decreased by rewards redeemed, net of deferrals of $0.2 million related to rewards accumulated under AMC Stubs® ~~during the years ended December 31, 2016 and December 31, 2015, respectively. The rewards accumulated under AMC Stubs~~® ~~are deferred and recognized in future periods upon redemption or expiration of customer rewards.~~

prior year.

Food and beverage revenues increased ~~9.1%, or $82.9~~$77.8 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~2021, primarily due to the increase in ~~food and beverage revenues per patron of 4.1% and~~attendance, partially offset by the ~~increase in attendance. The increase~~decrease in food and beverage ~~revenues~~per patron. Food and beverage per patron ~~reflects increased prices effective at the start of the fourth quarter of calendar 2015 and the contribution of our food and beverage strategic~~

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~~initiatives. Total food and beverage revenues were~~ decreased ~~by rewards redeemed, net of deferrals, of $0.8 million and were decreased by rewards redeemed, net of deferrals, of $0.2 million related~~10.0% from $4.81 to ~~rewards accumulated under AMC Stubs~~® ~~during the years ended December 31, 2016 and December 31, 2015, respectively.~~$4.33 due primarily to decreases in foreign currency translation rates.

Total other theatre revenues increased ~~6.2%, or $8.9~~$38.3 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~2021, primarily due to increases in ticket fees, income from ~~internet ticketing fees,~~gift cards and screen advertising ~~revenues, and exchange ticket sales,~~due to the increase in attendance, partially offset by ~~a decline~~the decrease in ~~membership fees for AMC Stubs~~®. foreign currency translation rates.

Operating costs and expenses. Operating costs and expenses increased ~~8.0%, or $217.1~~$226.1 million, during the year ended December 31, ~~2016~~2022 compared to the year ended December 31, ~~2015.~~ 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 ~~3.6%, or $36.4~~$73.2 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~2021, primarily due to the increase in ~~admissions revenues.~~attendance. As a percentage of admissions revenues, film exhibition costs were ~~53.5%~~39.4% for the year ended December 31, ~~2016 and 54.0%~~2022, compared to 38.9% for the year ended December 31, ~~2015.~~

2021.

Food and beverage costs increased ~~5.9%, or $7.5~~$21.5 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, 2015. As a percentage of food and beverage revenues, food and beverage costs were 13.7% for the year ended December 31, 2016 and 14.1% for the year ended December 31, 2015 due to increases in retail selling prices at the start of the fourth quarter of 2015 in excess of cost increases for our food and beverage products.2021. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues. ~~Food and beverage gross profit per patron increased 4.8%, and is calculated as food and beverage revenues less food and beverage costs divided by attendance.~~

As a percentage of revenues, operating expense was 26.9% for both years ended December 31, 2016 and December 31, 2015. Rent expense increased 6.0%, or $28.1 million during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily from the increase in the number of theatres operated including the acquisition of Starplex Cinemas and Carmike.

~~General and Administrative Expense:~~

~~Merger, acquisition and transaction costs.~~ Merger, acquisition and transaction costs were $47.1 million during the year ended December 31, 2016 compared to $3.4 million during the year ended December 31, 2015, primarily due to an increase in professional and consulting costs and increased merger and acquisition activity associated with our Carmike acquisition and Odeon acquisition. Merger and acquisition costs include $10.0 million of bonuses paid to certain members of management in recognition of their successful efforts to complete the acquisitions of both Odeon and Carmike in 2016. The bonuses were funded through a capital contribution by Wanda.

~~Other.~~ Other general and administrative expense increased $28.6 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015, due primarily to the net periodic benefit credit of $18.1 million related to the termination and settlement of the AMC Postretirement Medical Plan recorded in the prior year, a settlement of litigation of $7.0 million, an increase in legal expenses of approximately $5.3 million, increases in technology costs of approximately $1.1 million and increases of approximately $1.5 million for pension and deferred compensation costs partially offset by declines in stock-based compensation expense of $3.6 million due to an increase in vesting periods compared to the prior year. See Note 11 – Employee Benefit Plans in the Notes to Consolidated Financial Statements under Part II, Item 8 hereof for further information regarding the components of net periodic benefit credit, including recognition of the prior service credits and net actuarial gains recorded in accumulated other comprehensive income, curtailment gains, and settlement gains during the year ended December 31, 2015.

~~Depreciation and amortization.~~ Depreciation and amortization increased 10.0%, or $23.2 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to the increase in depreciable assets resulting from capital expenditures of $412.8 million during the year ended December 31, 2016 and the acquisition of Starplex Cinemas and Carmike.

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~~Other Expense (Income):~~

~~Interest expense.~~ Interest expense increased 12.7%, or $13.5 million, for the year ended December 31, 2016 compared to the year ended December 31, 2015 primarily due to issuance of $595.0 million of our 5.875% Notes due 2026 and £250.0 million ($308.4 million) of our 6.375% Sterling Notes due 2024 on November 8, 2016 and issuance of $500.0 million of new Term loans due 2023 on November 30, 2016 in connection with the acquisition of Odeon. The interest rate on the new Term Loans due 2023 was 3.727% as of December 31, 2016. Additionally, we borrowed $350.0 million under the Bridge Loan Agreement due 2017 and assumed $230.0 million aggregate principal amount of 6.0% Senior Secured Notes due 2023 from Carmike in connection with the acquisition of Carmike on December 21, 2016. We also assumed $222.0 million of capital and financing lease obligations from Carmike with interest rates ranging from 5.75% to 6.25%.

~~Equity in earnings of non‑consolidated entities.~~ Equity in earnings of non-consolidated entities were $47.2 million for the year ended December 31, 2016 compared to $37.1 million for the year ended December 31, 2015. The increase in equity in earnings of non-consolidated entities of $10.1 million was primarily due to improvement in earnings from NCM of $6.3 million and increases in earnings from DCIP of $2.9 million. During the year ended December 31, 2016, we continued to suspend equity method accounting for our investment in Open Road Films as the investment in Open Road Films had reached our commitment to provide additional capital contributions. The cash distributions from non-consolidated entities were $40.1 million during the year ended December 31, 2016, and $34.0 million during the year ended December 31, 2015, which includes payments related to the NCM tax receivable agreement recorded in investment income and an increase in cash distributions from DCIP. See Note 5 – Investments in the Notes to Consolidated Financial Statements under Part II, Item 8 hereof for further information.

~~Investment income.~~ Investment income was $10.2 million for the year ended December 31, 2016 compared to investment income of $6.1 million for the year ended December 31, 2015. Investment income for the year ended December 31, 2016 includes payments received of $7.8 million related to the NCM tax receivable agreement compared to payments received of $6.7 million during the year ended December 31, 2015. Investment income for the year ended December 31, 2016 also includes a $3.0 million gain on sale of all our 1,222,780 common shares held in RealD Inc.

~~Income tax provision.~~ The income tax provision was $40.5 million for the year ended December 31, 2016 and $59.7 million for the year ended December 31, 2015. Our effective tax rate declined from 36.2% in the prior year to 30.0% in the current year primarily due to the reversal of liabilities for uncertain tax positions during the current year of approximately $19.2 million which reduced our income tax provision significantly. See Note 9 – Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 hereof for further information.

~~Net earnings.~~ Net earnings were $96.1 million and $105.3 million during the year ended December 31, 2016 and December 31, 2015, respectively. Net earnings during the year ended December 31, 2016 compared to the year ended December 31, 2015 were positively impacted by the increase in attendance and food and beverage revenue per patron, the decrease in income tax provision, the increase in investment income, and the increase in equity in earnings of non-consolidated entities, partially offset by the decrease in average ticket price, increases in rent, depreciation and amortization expense and general and administrative expense (other and merger, acquisition and transaction costs).

~~Theatrical Exhibition - International Markets~~

~~Revenues.~~ Total revenues increased $112.0 million during the year ended December 31, 2016 compared to the year ended December 31, 2015. Admissions revenues increased $72.3 million during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to an increase in attendance. The increase in attendance was due to the acquisition of Odeon on November 30, 2016. Prior to the acquisition of Odeon, we operated one theatre in the UK which is now included in the International markets operating segment.

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~~Food and beverage revenues increased $26.1 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to the increase in attendance.~~

Total other theatre revenues increased $13.7 million during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to the acquisition of Odeon which includes revenues for advertising and theatre rentals.

~~Operating costs and expenses.~~ Operating costs and expenses increased $96.1 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015. Film exhibition costs increased $31.7 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to the increase in admissions revenues. As a percentage of admissions revenues, film exhibition costs were 44.1% for the year ended December 31, 2016 and 47.7% for the year ended December 31, 2015.

~~Food and beverage costs increased $6.1 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015.~~ As a percentage of food and beverage revenues, food and beverage costs were ~~23.2%~~24.6% for the year ended December 31, ~~2016 and 21.1%~~2022, compared to 23.3% for the year ended December 31, ~~2015. The increase in food and beverage costs was primarily due to the increase in food and beverage revenues.~~

2021.

As a percentage of revenues, operating expense was ~~30.0%~~44.0% for the year ended December 31, ~~2016~~2022, and ~~54.4% during~~47.2% for the year ended December 31, ~~2015.~~2021 due to the very low levels of attendance in the prior year. Rent expense increased ~~$9.6~~2.8%, or $5.9 million, during the year ended December 31, ~~2016~~2022, compared to the year ended December 31, ~~2015,~~2021, due primarily to ~~the increase~~cash rent abatements from landlords in the ~~number~~prior year and the opening of new theatres, ~~operated as a result of~~partially offset by theatre closures and the ~~Odeon acquisition.~~

~~General and Administrative Expense:~~

~~Merger, acquisition and transaction costs.~~ ~~Merger, acquisition and transaction costs increased $0.8 million during the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to an increase~~decrease in severance costs associated with our Odeon acquisition. The majority of our consolidated merger, acquisition and transaction costs related to Odeon are included in our Theatrical Exhibition – U.S. markets operating segment.

~~Other.~~ ~~Other general and administrative expense increased $3.9 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015, due to the Odeon acquisition.~~

~~Depreciation and amortization.~~ Depreciation and amortization increased $12.0 million, during the year ended December 31, 2016 compared to the year ended December 31, 2015, due to the increase in depreciable assets resulting from the Odeon acquisition.

~~Interest expense.~~ Interest expense increased $1.9 million, for the year ended December 31, 2016 compared to the year ended December 31, 2015, primarily due to interest expense related to capital and financing lease obligations assumed in connection with the acquisition of Odeon.

~~Equity in earnings of non‑consolidated entities.~~ ~~Equity in earnings of non-consolidated entities increased $0.5 million for the year ended December 31, 2016 and are related to Odeon’s investment in Digital Cinema Media (“DCM”).~~foreign currency translation rates. See Note ~~5 – Investments~~3—Leases in the Notes to the Consolidated Financial Statements under Part II Item 8 ~~hereof~~thereof for further ~~information.~~

~~Income tax benefit.~~ ~~The income tax benefit increased $2.5~~information on the impact of COVID-19 on leases and rent obligations of approximately $26.7 million ~~for~~that have been deferred to future years as of December 31, 2022.

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Merger, acquisition, and other costs. Merger, acquisition, and other costs were $(0.6) million during the year ended December 31, ~~2016.~~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 – Income Taxes~~9—Stockholders’ Equity in the Notes to the Consolidated Financial Statements under Part II Item 8 ~~hereof~~thereof for ~~further information.~~additional information about stock-based compensation expense.

~~Net earnings.~~ ~~Net earnings increased $17.1~~Depreciation and amortization. Depreciation and amortization decreased 19.3%, or $20.0 million, during the year ended December 31, ~~2016~~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). Otherexpense 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.

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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 ~~Odeon acquisition.~~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~~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. ~~We have~~Prior to the impact of COVID-19 on our business, we had an operating “float” which partially ~~finances~~financed our operations and which generally ~~permits~~permitted us

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to maintain a smaller amount of working capital capacity. This float ~~exists~~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 ~~deficits~~surplus (deficits) (excluding restricted cash) as of December 31, ~~2017~~2022 and December 31, ~~2016~~2021 of ~~$(545.3 million) and $(528.7 million), respectively. Working capital includes $401.0~~$(811.1) million and ~~$277.2~~$54.6 million, ~~of deferred revenue as of December 31, 2017 and December 31, 2016,~~ respectively. ~~We have the ability to borrow under our Senior Secured Credit Facility to meet obligations as they come due (subject to limitations on the incurrence of indebtedness in our various debt instruments).~~ As of December 31, ~~2017,~~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 ~~$212.8~~$211.2 million ~~available for~~unused borrowing capacity, net of letters of credit, under our $225.0 million Senior Secured Revolving Credit ~~Facility and Odeon~~Facility. As of December 31, 2021, we had ~~£84.3~~borrowed $209.1 million ~~($113.0 million) available for borrowing,~~(the full availability net of standby letters of ~~credit,~~credit) under ~~their~~our $225.0 million Senior Secured Revolving Credit ~~Facility Agreement.~~Facility. Reference is made to Note ~~7 –~~ 8—Corporate Borrowings and ~~Capital~~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 ~~Financing~~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 ~~Obligations~~Liabilities, Note 9—Stockholders’ Equity, and Note 16—Subsequent Events in the Notes to the Consolidated Financial Statements ~~included elsewhere~~under Part II, Item 8 thereof, for further information.

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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:
Net cash used in operating activities	$	(295.0)	$	(76.6)	$	(223.6)	$	(33.3)	$	(628.5)
Cash flows from investing activities:
Net cash used in investing activities		(54.9)		(48.0)		(50.8)		(70.3)		(224.0)
Cash flows from financing activities:
Net cash provided by (used in) financing 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 beginning of period		1,620.3		1,188.6		987.9		705.8		1,620.3
Cash and cash equivalents and restricted cash at end of period	$	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 ~~Annual Report on~~ Form 10-K for ~~information about our outstanding indebtedness.~~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;

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●

$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:
Net cash provided by (used in) operating activities	$	(312.9)	$	(233.8)	$	(113.9)	$	46.5	$	(614.1)
Cash flows from investing activities:
Net cash provided by (used in) investing activities		(16.0)		13.5		(28.8)		(36.9)		(68.2)
Cash flows from financing activities:
Net cash provided by (used in) financing 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 beginning of period		321.4		842.1		1,839.6		1,640.2		321.4
Cash and cash equivalents and restricted cash at end of period	$	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.

We believe ~~that cash generated from operations,~~our existing cash and cash equivalents, ~~availability under our Revolving Credit Facility and Odeon’s Revolving Credit Facility Agreement, and sales of non-strategic assets~~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, ~~dividends~~ and ~~repurchases of~~comply with minimum liquidity and financial covenant requirements under our ~~common stock currently and~~debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility for at least the next ~~12 months~~twelve months. In order to achieve net positive operating cash flows and ~~enable us~~long-term profitability, we believe that operating revenues will need to ~~maintain compliance~~increase significantly from 2021 and 2022 levels to levels in line with ~~all~~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, and 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.

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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.~~

~~Each indenture relating~~covenants related to our notes (Notes due 2022, Sterling Notes due 2024, Notes due 2025 and Notes due 2026) allows us to incur specified permitted indebtedness (as defined therein) without restriction. Each indenture also allows us to incur any amount of additional debt as long as it can satisfy the coverage ratio of each indenture, after giving effectborrowings pursuant to the ~~indebtedness on a pro forma basis. Under~~Senior Secured Revolving Credit Facility, currently and through the ~~indentures~~next twelve months. Pursuant to the Twelfth Amendment, the requisite revolving lenders party thereto agreed to extend the suspension period for the ~~Notes due 2022, Sterling Notes due 2024, Notes due 2025 and Notes due 2026, at December~~financial covenant applicable to the Senior Secured Revolving Credit Facility under the Credit Agreement through March 31, 2017, AMC could borrow approximately $2.2 billion (assuming an interest rate of 6.5% per annum on the additional indebtedness) in addition to specified permitted indebtedness. If we cannot satisfy the coverage ratios2024. The current maturity date of the ~~indentures, generally we can borrow an additional amount under our~~ 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, ~~2017,~~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.

We or our affiliates 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 ~~compliance~~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, which subsequently became a related party on February 7, 2023, for $5.9 million and a gain on extinguishment of $12.0 million. 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 ~~all financial debt covenants.~~

the repurchases. See Note ~~7 –~~ 8—Corporate Borrowings and ~~Capital~~Finance Lease Liabilities in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for more information.

We received rent concessions provide by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic. These concessions primarily consisted of rent abatements and ~~Financing Obligations~~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 once moviegoers are prepared to return in large numbers. 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 attendance impact of 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.

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Cash Flows from Operating Activities

Net cash used in operating activities, as reflected in the consolidated statements of cash flows, were $628.5 million and $614.1 million during the years ended December 31, 2022 and December 31, 2021, respectively. The increase in cash used in operating activities was primarily due to increased deferred rent payments and increases in working capital used, partially offset by an increase in attendance, which resulted in improved operating results during the year ended December 31, 2022. See Note 3—Leases in the Notes to the Consolidated Financial Statements in Item 8 of Part II ~~hereof~~in this Form 10-K for ~~further information on~~a summary of the ~~agreements governing our indebtedness.~~

~~Cash Flows from Operating Activities~~

~~Cash flows provided by operating activities, as reflected in~~estimated future repayment terms for the ~~Consolidated Statements~~remaining $157.2 million of ~~Cash Flows,~~rentals that were ~~$558.7 million, $431.7 million and $467.5 million~~deferred during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. The increase in cash flows provided by operating activities during 2017 as compared to 2016 was primarily due to the increases in cash flows from operating activities as a result of the Odeon acquisition, Carmike acquisition, and the Nordic acquisition. The decrease in cash flows provided by operating activities during 2016 compared to 2015 was primarily due to, increases in receivables, increases in payments of accounts payable and accrued expenses and other liabilities, partially offset by increases in landlord contributions.COVID-19 pandemic.

Cash Flows from Investing Activities

~~Cash~~Net cash used in investing activities, as reflected in the ~~Consolidated Statement~~consolidated statements of ~~Cash Flows,~~cash flows, were ~~$965.2 million, $1,354.6~~$224.0 million and ~~$509.4~~$68.2 million during the years ended December 31, ~~2017, December 31, 2016,~~2022 and December 31, ~~2015,~~2021, respectively. Cash outflows from investing activities ~~include~~for capital expenditures during the years ended December 31, ~~2017, December 31, 2016,~~2022 and December 31, ~~2015 of $626.8 million, $421.7~~2021 were $202.0 million and ~~$333.4~~$92.4 million, respectively. Our capital expenditures primarily consisted of strategic growth initiatives and remodels, maintaining our theatre circuit, and technology upgrades. We expect that our gross cash outflows for capital expenditures will be approximately $600.0 million to $640.0 million for calendar 2018, before giving effect to expected landlord contributions of approximately $140.0 million to $150.0 million.

~~Table of Contents~~

In March 2017, we paid $583.5 million for our acquisition of Nordic, net of cash acquired. In November 2016, we paid $438.7 million for our acquisition of Odeon and UCI Cinemas, net of cash acquired. In December 2016, we paid $497.8 million for our acquisition of Carmike Cinemas, net of cash acquired. In December 2015, we paid $172.9 million for our acquisition of Starplex Cinemas, net of cash acquired.

During the year ended December 31, ~~2017, we received proceeds from divestitures of $25.1~~2022, cash flows used in investing activities included investment in Hycroft common stock for $25.0 million, investment in Hycroft warrants for ~~the sale of theatres as required by the Department of Justice related to the Carmike acquisition, $4.0 million for the sale of an aircraft acquired with the Carmike acquisition,~~ $2.9 million, acquisition of theatre assets for ~~the sale of administrative buildings acquired with the Carmike acquisition,~~$17.8 million, partially offset by ~~disbursements~~proceeds from the disposition of ~~$11.0~~long-term assets of $11.3 million ~~for the sale of one theatre acquired with the Odeon acquisition as required by the United Kingdom’s Competition~~ and ~~Markets Authority. We also received net~~ proceeds of ~~$136.2 million from the sale and leaseback of the real estate assets associated with eight of our theatres, $89.0 million from the partial sale of our investment in NCM and $14.0~~$13.0 million from the sale of ~~our investment~~securities in ~~Open Road~~conjunction with the liquidation of which $9.2 million is classified as an investing activity and $4.8 million is classified as an operating activity for collection of amounts due from Open Road. During the year ended December 31, 2016, we received proceeds from the sale of our shares in RealD Inc. of $13.5 million and proceeds from the sale of two Starplex divestiture theatres of $5.4 million.

a non-qualified deferred compensation plan.

During the year ended December 31, ~~2017,~~2021, cash flows used in investing activities included proceeds from the disposition of Baltics of $34.2 million, primarily related to the sale of our remaining equity interest in Estonia of $3.7 million and Lithuania of $30.5 million and proceeds received from the disposition of long-term assets of $7.9 million primarily related to four properties. During the year ended December 31, 2021, we ~~invested $5.0~~made an additional investment of $9.3 million in ~~the non-public preferred shares~~Saudi Cinema Company LLC and acquired theatre assets of ~~Dreamscape and invested $5.0~~$8.2 million in the non-public preferred shares Central Services Studios as a part of our virtual reality technologies strategy. During January 2018, we invested an additional $5.0 million in the non-public preferred shares of Dreamscape and an additional $5.0 million in the non-public preferred shares of Central Services Studios. We do not have significant influence over these entities and will follow the cost method of accounting.

related to two theatres.

We fund the costs of constructing, maintaining and remodeling our theatres through existing cash balances, cash generated from operations, landlord contributions, or borrowed funds, as necessary. We generally lease our theatres pursuant to long-term, non-cancelable operating leases which may require the developer, who owns the property, to reimburse us for the construction costs. We ~~may decide~~estimate that our cash outflows for capital expenditures, net of landlord contributions, will be approximately $150 million to ~~own~~$200 million for the ~~real estate assets of new theatres~~year ending December 31, 2023 to maintain and ~~following construction, sell and leaseback the real estate assets pursuant to long-term non-cancelable operating leases.~~enhance operations.

Cash Flows from Financing Activities

~~Cash flows~~Net cash (used in) provided by financing activities, as reflected in the ~~Consolidated Statement~~consolidated statements of ~~Cash Flows,~~cash flows, were ~~$492.3 million, $918.2~~$(91.3) million and ~~$35.3~~$1,990.7 million, during the years ended December 31, ~~2017, December 31, 2016,~~2022 and December 31, ~~2015,~~2021, respectively. The increase in cash flows used in financing activities during the year ended December 31, 2022 compared to December 31, 2021 was primarily due to principal and premium payments under the First Lien Notes due 2025 of $534.5 million, principal and premium payments under the First Lien Notes due 2026 of $325.6 million, principal and premium payments under the First Lien Toggle Notes due 2026 of $88.1 million, taxes for restricted unit withholdings of $52.3 million, repurchase of Second Lien Notes due 2026 of $68.3 million, and cash used to pay for deferred financing costs of $26.1 million, partially offset by the issuance of the First Lien Notes due 2029 of $950.0 million, issuance of the Odeon Senior Secured Notes due 2027 of $368.0 million, and net proceeds from AMC Preferred Equity Unit share issuances of $220.4 million. See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 9—Stockholders’ Equity in the Notes to the Consolidated Financial Statements in Item 8 of Part II of this Form 10-K for further information, including a summary of principal payments required and maturities of corporate borrowings as of December 31, 2022.

~~Stock Repurchase.~~During the year ended December 31, 2017, we repurchased 3,232,625 shares of our Class A common stock under our share repurchase program for a total consideration of $47.5 million of which $13.5 million was unpaid as of December 31, 2017. As of December 31, 2017, $52.5 million remains available for repurchase2021, borrowings under the ~~program authorized by our Board~~Odeon Term Loan Facility of Directors in August 2017. We intend to continue to repurchase shares under this program, which will be dependent on a number of factors, including the price of our common stock. Although we may continue to repurchase shares, there is no assurance that we will repurchase up to the full amount remaining$534.3 million, borrowings under the ~~program.~~

~~Additional Public Offering.~~ ~~On February 13, 2017, we completed an additional public offering~~issuance of ~~20,330,874 shares~~First Lien Toggle Notes due 2026 of ~~Class A common stock at a price of $31.50 per share ($640.4 million), resulting in~~$100.0 million, net proceeds from the sale of ~~$616.8~~Common Stock of $1,570.7 million, ~~after underwriters commission~~ and ~~other professional fees. We used a portion of the~~ net proceeds from Common Stock issuance to ~~repay~~Mudrick of $230.4 million, partially offset by the ~~aggregate~~repayments under the revolving credit facilities of $335.0 million, principal ~~amount of~~and redemption premium under the ~~Interim Bridge Loan of $350.0 million and general corporate purposes.~~

First Lien Toggle Notes due ~~2027.~~ ~~On March 17, 2017, we completed an offering~~2026 of ~~$475.0~~$40.3 million, ~~aggregate principal amount of our Senior Subordinated Notes due 2027 (the “Notes due 2027”). We capitalized~~payment for deferred financing costs of approximately $19.8 million, related to the issuance of the Notes due 2027. The Notes due 2027 mature on May 15, 2027. We will pay interest on the Notes due 2027 at 6.125% per annum, semi-annually in arrears on May 15th and November 15th, commencing on November 15, 2017. We used the net proceeds from the Notes due 2027, together with a portion of the net proceeds from the Sterling Notes due 2024 (see below) to pay a portion of the consideration for the acquisition of Nordic plus related transaction fees and expenses.

$19.9

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~~Additional Sterling Notes due 2024.~~ ~~On March 17, 2017, we completed an offering~~million, payment of ~~£250.0~~$19.1 million ~~($327.8 million) additional aggregate~~of taxes for restricted unit withholdings, and principal amount of our Sterling Notes due 2024 at 106% plus accrued interest from November 8, 2016. We capitalized deferred financing costs of approximately $12.7 million, related to the issuance of the additional Sterling Notes due 2024. The Sterling Notes due 2024 mature on November 15, 2024. We will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. We used the net proceeds from the Sterling Notes due 2024, together with a portion of the net proceeds from the Notes due 2027 to pay a portion of the consideration for the acquisition of Nordic plus related transaction fees and expenses.

On March 28, 2017, we paid the Nordic SEK Term Loan of $144.4 million and we paid the Nordic EUR Term Loan of $169.5 million aggregate principal amount in connection with the acquisition of Nordic using proceeds from our Senior Subordinated Notes due 2027 and Sterling Notes due 2024.

~~Notes due 2026.~~ On November 8, 2016, we completed an offering of $595.0 million aggregate principal amount of our Senior Subordinated Notes due 2026 (the “Notes due 2026”). We paid financing costs of approximately $27.0 million, related to the issuance of the Notes due 2026. The Notes due 2026 mature on November 15, 2026. We will pay interest on the Notes due 2026 at 5.875% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. We used the net proceeds from the Notes due 2026, together with a portion of the net proceeds from the Sterling Notes due 2024 and New Term Loan to pay the consideration for Odeon plus any related transaction fees and expenses.

~~Sterling Notes due 2024.~~ On November 8, 2016, we completed an offering of £250.0 million ($310.0 million) aggregate principal amount of our Senior Subordinated Notes due 2024 (the “Sterling Notes due 2024”) in a private offering. We paid deferred financing costs of approximately $15.0 million, related to the issuance of the Sterling Notes due 2024. The Sterling Notes due 2024 mature on November 15, 2024. We will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. We used the net proceeds from the Sterling Notes due 2024 private offering, together with a portion of the net proceeds from the Sterling Notes due 2024 and New Term Loan to pay the consideration for Odeon and UCI Cinemas Holdings Limited plus any related transaction fees and expenses.

~~Senior Secured Credit Agreement.~~ On November 8, 2016, we amended our Senior Secured Credit Agreement dated April 30, 2013, as previously amended, to among other things, lower the applicable margin on base rate borrowings from 2.25% to 2.00% and the applicable margin on LIBOR borrowings from 3.25% to 2.75%, to reduce the minimum rate for base rate borrowings from 1.75% to 1.00% and the minimum rate for LIBOR rate borrowings and to allow for additional term loan borrowings of $500.0 million. On November 29, 2016, we borrowed $500.0 million additional Term loans issued at a discount of 0.25% due on December 15, 2023 (“Term Loan due 2023”). We paid deferred financing costs of approximately $18.8 million and a discount of 0.25%, or $1.3 million, related topayments under the Term Loan due ~~2023. We used the net proceeds from the Term Loan due 2023 to pay the consideration for the Odeon acquisition and the related refinancing~~2026 of ~~Odeon debt assumed in the acquisition.~~$20.0 million.

During 2016, we paid $75.0 million on our revolving credit facility. On December 11, 2015, AMC issued $125.0 million principal amount of additional term loans due 2022 at a discount under our amended Senior Secured Credit Agreement and borrowed $75.0 million on our revolving credit facility on December 16, 2015. Deferred financing costs paid related to the amendment to the Senior Secured Credit Agreement were $9.9 million.

~~Interim Bridge Loan.~~ On December 21, 2016, we entered into a bridge loan agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the “Bridge Loan Agreement”). We borrowed $350.0 million of interim bridge loans (the “Interim Bridge Loans”) on December 21, 2016 under the Bridge Loan Agreement and paid approximately $5.3 million in deferred financing costs. The proceeds of the Interim Bridge Loans were used to finance the acquisition of Carmike. We repaid the Interim Bridge Loans on February 13, 2017, with a portion of the net proceeds from our additional public offering.

~~Senior Secured Notes due 2023.~~ On December 21, 2016, we assumed $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”) in connection with the acquisition of Carmike. Interest is payable on the Senior Secured Notes due 2023 on June 15th and December 15th of each year beginning December 15, 2015. We recorded the debt at estimated fair value of $240.1 million based on a closing price for the Senior Secured Notes due 2023 of 105.25 on December 21, 2016.

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On November 30, 2016, we paid the Odeon Notes of $380.7 million and $212.5 million aggregate principal amount in connection with the acquisition of Odeon using the proceeds from our Senior Secured Credit Agreement Term Loan due 2022 and the Sterling Notes due 2024.

~~Notes due 2025.~~ On June 5, 2015, we issued $600.0 million aggregate principal amount of ours Notes due 2025 and used the net proceeds to pay for the tender offer for the Notes due 2020, plus any accrued and unpaid interest and related transaction fees and expenses. The deferred financing costs paid related to the issuance of the Notes due 2025 were $11.4 million, during the year ended December 31, 2015. AMC repaid principal and recorded premium related to 100% of the Notes due 2020 during the year ended December 31, 2015 of $645.7 million, comprised of $600.0 million principal amount and $45.7 million recorded premium.

~~See Note 7 – Corporate Borrowings and Capital and Financing Lease Obligations in the Notes to Consolidated Financial Statements under Part II, Item 8, hereof for further information.~~

~~Dividends~~

Dividends.The following is a summary of dividends and dividend equivalents declared to stockholders:

Amount per

Total Amount

Share of

Share of AMC

Declared

Declaration Date

Record Date

Date Paid

Common Stock

Preferred Equity Units

(In millions)

February 26, 2020

March 9, 2020

March 23, 2020

0.015

3.2

Amount per

Total Amount

Share of

Declared
Declaration Date

Record Date

Date Paid

Common Stock

(In millions)
February 14, 2017

March 13, 2017

March 27, 2017

$
0.20

$
26.2
April 27, 2017

June 5, 2017

June 19, 2017

0.20

26.5
August 3, 2017

September 11, 2017

September 25, 2017

0.20

26.5
October 27, 2017

December 4, 2017

December 18, 2017

0.20

25.9
February 25, 2016

March 7, 2016

March 21, 2016

0.20

19.8
April 27, 2016

June 6, 2016

June 20, 2016

0.20

19.8
July 25, 2016

September 6, 2016

September 19, 2016

0.20

19.8
November 3, 2016

December 5, 2016

December 19, 2016

0.20

20.7

During the ~~years~~year ended December 31, ~~2017, December 31, 2016, and December 31, 2015~~2020, we paid dividends and dividend equivalents of ~~$104.6 million, $79.6 million, and $78.6 million, respectively.~~$6.5 million. As of December 31, ~~2017,~~2022 and December 31, 2021, we accrued ~~$1.1~~$0.0 million and $0.7 million, respectively, for the remaining unpaid dividends.

Future Contractual Obligations

~~On February 28, 2018, we declared a cash dividend in the amount~~Our estimated future obligations as of ~~$0.20 per share of Class A and Class B common stock, payable on March 26, 2018 to stockholders of record on March 12, 2018.~~

~~During the year ended~~ December 31, ~~2017, we made tax payments for restricted units withholdings~~2022 include both current and long term obligations. Our expected material contractual cash requirements over the next twelve months, primarily consist of ~~$6.5 million.~~

~~Table~~capital related betterments of ~~Contents~~

~~Commitments and Contingencies~~

~~Minimum annual cash payments required under existing capital and financing~~$45.6 million, minimum operating lease obligations ~~maturities~~ of $973.2 million, finance lease obligations of $9.1 million, contractual cash rent amounts that were due and not paid of $24.9 million recorded in accounts payable, and corporate borrowings ~~future minimum rental~~principal and interest payments ~~under existing operating leases,~~of $20.0 million and $417.6 million, respectively.

Capital related betterments. At December 31, 2022, we have short-term committed capital expenditures, investments, and betterments ~~including furniture, fixtures, equipment~~to our circuit, which do not include planned, but non-committed capital expenditures of $45.6 million.

Pension funding. Our U.S., U.K., and ~~leasehold betterments~~Sweden defined benefit plans are frozen. We fund our U.S. pension plans such that the plans are in compliance with Employee Retirement Income Security Act (“ERISA”) and ~~ADA related betterments and~~the plans are not considered “at risk” as defined by ERISA guidelines. We do not expect to make a material contribution to the defined pension ~~funding that have initial or remaining non-cancelable terms in excess of one~~plans during the year ~~as of~~ended December 31, ~~2017 are as follows:~~2023.

Minimum

Capital and

Principal

Interest

Minimum

Financing

Amount of

Payments on

Operating

Capital

(In millions)

Lease

Corporate

Corporate

  Lease

Related

Pension

Total

Calendar Year

Payments

Borrowings(1)

Borrowings(2)

Payments

Betterments(3)

Funding(4)

Commitments

2018

$
111.8

$
15.2

$
227.9

$
748.6

$
112.3

$
4.2

$
1,220.0

2019

103.5

15.2

227.3

743.3

—

—

1,089.3

2020

99.2

13.8

226.8

711.6

—

—

1,051.4

2021

90.4

13.8

226.2

660.5

—

—

990.9

2022

85.1

1,207.8

207.0

600.5

—

—

2,100.4

Thereafter

419.3

3,046.4

450.6

3,532.2

—

—

7,448.5

Total

$
909.3

$
4,312.2

$
1,565.8

$
6,996.7

$
112.3

$
4.2

$
13,900.5

~~(1)~~

~~Represents cash requirements for the payment of principal on corporate borrowings. Total amount does not equal carrying amount due to unamortized discounts, premiums and deferred charges.~~

~~(2)~~

~~Interest expense on our Senior Secured Credit Facility Term Loans due 2022 and Term Loans due 2023 was estimated at 3.727% based on the interest rate in effect as of December 31, 2017.~~

~~(3)~~

~~Includes committed capital expenditures, investments, and betterments to our circuit. Does not include planned, but non-committed capital expenditures.~~

~~(4)~~

We fund our U.S. pension plans such that the plans are in compliance with Employee Retirement Income Security Act (“ERISA”) and the plans are not considered “at risk” as defined by ERISA guidelines. The U.S. plans have been frozen effective December 31, 2006.

Obligation for unrecognized tax benefits.As of December 31, ~~2017,~~2022, our recorded obligation for unrecognized tax benefits is ~~$15.3~~$7.4 million. There are currently no unrecognized tax benefits which we anticipate will be resolved in the next ~~12 months; however, we are unable at this time to estimate what the impact on our effective tax rate will be.~~twelve months. See Note ~~9 –~~ 10—Income Taxes in the Notes to Consolidated Financial Statements under Part II, Item 8 ~~hereof~~thereof for further information.

Minimum operating lease and finance lease payments. We have current and long-term minimum cash requirements for operating lease payments of $973.2 million and $6,426.3 million, respectively. We have current and long-term minimum cash requirements for finance lease payments of $9.1 million and $81.5 million, respectively. The total amounts do not equal the carrying amount due to imputed interest. We received rent concessions provided by the lessors that aided in mitigating the economic effects of COVID-19 during the pandemic. These concessions primarily consisted of rent abatements and the deferral of rent payments and were included in the amounts above, except for contractual cash rent amounts recorded in accounts payable that were due and not paid of $24.9 million. Our cash expenditures for rent increased significantly in the second, third, and fourth quarters of 2021 and all of 2022 as previously deferred rent payments and landlord concessions started to become current obligations. See Note 3—Leases in the Notes to the Consolidated Financial Statements under Part II, Item 8 thereof, for a summary of the estimated future repayment terms for the minimum operating lease and finance lease amounts, including the deferred lease amounts due to COVID-19.

Corporate borrowings principal and interest payments. We have current and long-term cash requirements for the payment of principal related to corporate borrowings of $20.0 million and $4,929.0 million, respectively. The total amount does not equal the carrying amount due to unamortized discounts, premiums and deferred charges. We have current and long-term cash interest payment requirements related to our corporate borrowings of $417.6 million and $1,262.8 million, respectively. The cash interest payment requirements for our Senior Secured Term Loans due 2026 was estimated at 7.3% based on the interest rate in effect as of December 31, 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 further information, including a summary of principal payments required and maturities of corporate borrowings as of December 31, 2022.

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Senior Secured Credit Facilities (Senior Secured Revolving Credit Facility and Senior Secured Term Loan due 2026). On March 8, 2021,we entered into the Ninth Amendment, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Facility under our Credit Agreement from a period ending on March 31, 2021 to a period ending on March 31, 2022, which was further extended by the Eleventh Amendment and the 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. On March 8, 2021, we entered into the Tenth 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 we agreed that certain modifications to the Credit Agreement described in the Tenth Amendment require the consent of the majority of the revolving lenders party to the Tenth Amendment.

The Senior Secured Term Loan bears interest at a rate per annum equal to, at our option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent and (c) LIBOR determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) an applicable margin plus LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. As of December 31, 2022, the Senior Secured Term Loan had an outstanding principal balance of $1,925.0 million. As of December 31, 2022, we had $211.2 million of unused borrowing capacity, net of letters of credit, under our $225.0 million Senior Secured Revolving Credit Facility.

Odeon Senior Secured Notes due 2027. On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of 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 transactions with affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) impair the security interest in the collateral. These covenants are subject to 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 and €312.2 million ($167.7 million and $308.9 million, respectively using October 20, 2022 exchange rates) aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees, costs, premiums and expenses. We recorded a loss on debt extinguishment related to this transaction of $36.5 million in other expense during the year ended December 31, 2022.

Prior to November 1, 2024, up to 35% of the original aggregate principal amount of the Odeon Notes due 2027 may be redeemed at a price of 112.75% of the principal thereof with the net proceeds of one or more certain equity offerings provided that the redemption occurs with 120 days after the closing of such equity offerings. On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375% for the twelve-month period beginning on November 1, 2024; (ii) 103.188% for the twelve-month period beginning on November 1, 2025 and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest, if any. If we or our restricted subsidiaries sell assets under certain circumstances, we will be required to use the net proceeds to repay the Odeon Notes due 2027, or any additional First Lien Obligations at a price no less than 100% of the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any. Upon a Change of Control (as defined in the indenture governing the Odeon Notes due 2027), we must offer to purchase the Odeon Notes due 2027 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. On December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange (“TISE”). The Odeon Notes due 2027 will automatically delist from TISE on the business day following the maturity date of November 1, 2027, unless adequate notice is given together with supporting documents setting out any changes to the date of maturity or confirmation that the Odeon Notes due 2027 have not been fully repaid.

First Lien Toggle Notes due 2026. On January 15, 2021, we issued $100.0 million aggregate principal amount of our First Lien Toggle Notes due 2026 as contemplated by the previously disclosed commitment letter with Mudrick Capital Management, LP (“Mudrick”), dated as of December 10, 2020. The First Lien Toggle Notes due 2026 were issued pursuant to an indenture dated as of January 15, 2021 among us, the guarantors named therein and the U.S. Bank National Association, as trustee and collateral agent. On September 30, 2021, we exercised an option to repurchase

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$35.0 million of our First Lien Toggle Notes due 2026. The total cost to exercise this repurchase option was $40.3 million, including principal, redemption premium and accrued and unpaid interest. During the year ended December 31, 2021, we recorded loss on debt extinguishment of $14.4 million in other expense. As a result of this debt reduction, our annual interest cost has been reduced by $5.25 million. The First Lien Toggle Notes due 2026 bear cash interest at a rate of 15% per annum payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2021. Interest for the first three interest periods after the issue date may, at our option, be paid in PIK interest at a rate of 17% per annum, and thereafter interest shall be payable solely in cash. The First Lien Toggle Notes due 2026 will mature on April 24, 2026. The indenture provides that the First Lien Toggle Notes due 2026 are general senior secured obligations of the Company and are secured on a pari passu basis with the Senior Secured Credit Facilities, the First Lien Notes due 2026, the First Lien Notes due 2025, and the Convertible Notes due 2026.

On December 14, 2020, Mudrick received a total of 21,978,022 AMC Preferred Equity Units and 21,978,022 shares of our Common Stock; of which 8,241,758 shares (“Commitment Shares”) relates to consideration received for a commitment fee and 13,736,264 shares (“Exchange shares”) as consideration received for the second lien exchange. Mudrick exchange $100 million aggregate principal amount of the Second Lien Notes due 2026 that were held by Mudrick for the Exchange Shares (the “Second Lien Exchange”) and waived its claim to PIK interest of $4.5 million principal amount. During the year ended December 31, 2021, we reclassified the prepaid commitment fee and deferred charges of $28.6 million to corporate borrowings from other long-term assets for the Commitment Shares and deferred charges. The prepaid commitment fee was recorded as a discount and, together with deferred charges, will be amortized to interest expense over the term of the First Lien Toggle Notes due 2026 using the effective interest method. During the year ended December 31, 2020, we recorded a gain on extinguishment of the Second Lien Notes due 2026 of $93.6 million based on the fair value of the Exchange Shares of $43.8 million and the carrying value of the $104.5 million principal amount of the Second Lien Notes exchanged of $137.4 million.

Convertible Notes. On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the “Noteholders”) elected to convert (the “Conversion”) all $600.0 million principal amount of our Convertible Notes due 2026 into shares of our Common Stock at a conversion price of $6.76 per share. The Conversion settled on January 29, 2021 and resulted in the issuance of 44,422,860 shares of our Common Stock and 44,422,860 AMC Preferred Equity Units to the Noteholders. The Conversion reduced our first-lien indebtedness by $600.0 million. Pursuant to the Stock Repurchase and cancellation agreement with Dalian Wanda Group Co., Ltd. (“Wanda”) dated as of September 14, 2018, 5,666,000 shares of our Class B common stock and 5,666,000 AMC Preferred Equity Units held by Wanda were forfeited and cancelled in connection with the Conversion.

Convertible Notes. On April 24, 2020, we entered into a supplemental indenture (the “Supplemental Indenture”) to the Convertible Notes due 2024 indenture, dated as of September 14, 2018. The Supplemental Indenture amended the debt covenant under the Convertible Notes due 2024 Indenture to permit us to issue the First Lien Notes due 2025, among other changes.

Concurrently with the Exchange Offers, to obtain the consent of the holders of the Convertible Notes due 2024, we restructured $600 million of Convertible Notes due 2024 issued in 2018 to Silver Lake and others pursuant to which the maturity of the Convertible Notes due 2024 were extended to May 1, 2026 (the “Convertible Notes due 2026”) and a first-priority lien on the collateral securing our Senior Secured Credit Facilities was granted to secure indebtedness thereunder. We accounted for this transaction 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 modification did not result in the recognition of any gain or loss and we established new effective interest rates based on the carrying value of the Convertible Notes due 2024. Third party costs related to the transaction were expensed as incurred and amounts paid to lenders were capitalized and amortized through maturity of the debt.

As noted above, on January 27, 2021, affiliates of Silver Lake and certain co-investors elected to convert all $600.0 million principal amount of our Convertible Notes due 2026 into shares of our Common Stock at a conversion price of $6.76 per share.

First Lien 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”), pursuant to an indenture, dated February 14, 2022, among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent. We used the net proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the then outstanding $500.0 million aggregate principal amount of our 10.5% First Lien Notes due 2025, the then outstanding $300.0 million aggregate principal amount of our 10.5% First Lien Notes due 2026 and to pay

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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, during the year ended December 31, 2022. The First Lien Notes due 2029 bear cash interest at a rate of 7.5% per annum payable semi-annually in arrears on February and August 15, beginning on August 15, 2022. The First Lien Notes due 2029 will mature on February 15, 2029. The First Lien Notes due 2029 are general senior secured obligations of the Company and are secured on a pari passu basis with the Senior Secured Credit Facilities.

The First Lien Notes due 2029 bear cash interest at a rate of 7.5% per annum payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022. The First Lien Notes due 2029 have not been registered under the Securities Act of 1933, as amended, and will mature on February 15, 2029. We may redeem some or all of the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750% for the twelve-month period beginning on February 15, 2025; (ii) 101.875% for the twelve-month period beginning on February 15, 2026, and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest. In addition, we may redeem up to 107.5% of the aggregate principal amount and accrued and unpaid interest to, but not including the date of redemption. We may redeem some or all of the First Lien Notes due 2029 at any time prior to February 15, 2025 at a redemption price equal to 100% of the aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium. Upon a Change of Control (as defined in the indenture governing the First Lien Notes due 2029), we must offer to purchase the First Lien Notes due 2029 at a purchase price equal to 101% of the principal amounts, plus accrued and unpaid interest.

The First Lien Notes due 2029 are general senior secured obligations and are fully and unconditionally guaranteed on a joint and several senior secured basis by all of the Company’s existing and future subsidiaries that guarantee the Company’s other indebtedness, including the Company’s Senior Secured Credit Facilities. The First Lien Notes due 2029 are secured, on a pari passu basis with the Senior Secured Credit Facilities, on a first-priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure obligations under the Senior Secured Credit Facilities including pledges of capital stock of certain of the Company’s and the guarantor’s wholly-owned material subsidiaries (but limited to 65% of the voting stock of any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.

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 regarding the above.

Equity Distribution Agreement. On September 26, 2022, we entered into an equity distribution agreement with Citigroup Global Markets Inc., as a sales agent, to sell up to 425.0 million shares of the Company’s AMC Preferred Equity Units, from time to time, through an “at-the-market” offering program. Subject to the 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, from the sale of AMC Preferred Equity Units pursuant to the equity distribution agreement to repay, refinance, redeem or repurchase the Company’s existing indebtedness (including expenses, accrued interest and premium, if any) and otherwise for general corporate purposes.

During the year ended December 31, 2022, we raised gross proceeds of approximately $228.8 million and paid fees to the Sales Agent and incurred other third-party issuance costs of approximately $5.7 million and $5.5 million, respectively through the at-the-market offering of approximately 207.7 million shares of AMC Preferred Equity Units. See Note 16—Subsequent Events for further information regarding at-the-market offerings.

Liquidity and Capital Resources—For the Year Ended December 31, 2021, Compared to the Year Ended December 31, 2020

For a comparison of our liquidity and capital resources 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.

New Accounting Pronouncements

See Note 1—The Company and Significant Accounting Policies in Notes to the Consolidated Financial Statements under Part II, Item 8 thereof for information regarding recently issued accounting standards.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

In the ordinary course of business, our financial results are exposed to fluctuations in interest rates and foreign currency exchange rates. In accordance with applicable guidance, we presented a sensitivity analysis showing the potential impact to net income of changes in interest rates and foreign currency exchange rates. For the years ended December 31, 2022 and December 31, 2021, our analysis utilized a hypothetical 100 basis-point increase or decrease to the average interest rate on our variable rate debt instruments to illustrate the potential impact to interest expense of changes in interest rates. For the years ended December 31, 2022 and December 31, 2021, our analysis utilized a hypothetical 100 basis-point increase or decrease to market interest rates on our fixed rate debt instruments to illustrate the potential impact to fair value of changes in interest rates.

Similarly, for the same period, our analysis used a uniform and hypothetical 10% strengthening of the U.S. dollar versus the average exchange rates of applicable currencies to depict the potential impact to net income of changes in foreign exchange rates. These market risk instruments and the potential impacts to the consolidated statements of operations as presented below.

Market risk on variable-rate financial instruments. At December 31, 2022 and December 31, 2021, we maintained Senior Secured Credit Facilities comprised of a $225.0 million revolving credit facility and $2,000.0 million of term loans. The Credit Agreement (which governs the Senior Secured Credit Facilities) provides for borrowings at a rate per annum equal to, at our option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, and (b) the prime rate announced by the Administrative Agent or (2) LIBOR plus (x) in the case of the Senior Secured Term Loans, 2.0% for base rate loans or 3.0% for LIBOR loans or (y) in the case of the Senior Secured Revolving Credit Facility, an applicable margin based on the Secured Leverage Ratio (defined in the Credit Agreement). The rate in effect for the outstanding Senior Secured Term Loan due 2026 was 7.274% per annum at December 31, 2022 and 3.103% per annum at December 31, 2021.

Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. At December 31, 2022, we had no variable-rate borrowings outstanding under our Senior Secured Revolving Credit Facilities and had an aggregate principal balance of $1,925.0 million outstanding under the Senior Secured Term Loan due 2026. A 100-basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facilities by $19.3 million during the year ended December 31, 2022.

At December 31, 2021, we had no variable-rate borrowings outstanding under our Senior Secured Revolving Credit Facilities and had an aggregate principal balance of $1,945.0 million outstanding under the Senior Secured Term Loan due 2026. A 100-basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facilities by $19.5 million during the year ended December 31, 2021.

Market risk on fixed-rate financial instruments. Included in long-term corporate borrowings at December 31, 2022 were principal amounts of $950.0 million of our First Lien Notes due 2029, $1,389.8 million of our Second Lien Notes due 2026, $400.0 million of our Odeon Notes due 2027, $98.3 million of our Notes due 2025, $55.6 million of our Notes due 2026, $125.5 million of our Notes due 2027, and £4.0 million ($4.8 million) of our Sterling Notes due 2024. A 100-basis point change in market interest rates would have caused an increase or (decrease) in the fair value of our fixed rate financial instruments of approximately $47.5 million and $(45.4) million, respectively, during the year ended December 31, 2022.

Included in long-term corporate borrowings at December 31, 2021 were principal amounts of $500.0 million of our First Lien Notes due 2025, $1,508.0 million of our Second Lien Notes due 2026, $300.0 million of our First Lien Notes due 2026, $73.5 million of our First Lien Toggle Notes due 2026, $552.6 million of our Odeon Term Loan Facility due 2023, $98.3 million of our Notes due 2025, $55.6 million of our Notes due 2026, $130.7 million of our Notes due 2027, and £4.0 million ($5.4 million) of our Sterling Notes due 2024. A 100-basis point change in market interest rates would have caused an increase or (decrease) in the fair value of our fixed rate financial instruments of approximately $99.1 million and $(95.2) million, respectively, during the year ended December 31, 2021.

Foreign Currency Exchange Rate Risk.We are also exposed to market risk arising from changes in foreign currency exchange rates arising from our International markets operations. International markets revenues and operating

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expenses are transacted in British Pounds, Euros, Swedish Krona and Norwegian Krone. U.S. GAAP requires that our subsidiaries use the currency of the primary economic environment in which they operate as their functional currency. If any international subsidiary operates in a highly inflationary economy, U.S. GAAP requires that the U.S. dollar be used as the functional currency. Currency fluctuations in the countries in which we operate result in us reporting exchange gains (losses) or foreign currency translation adjustments. Based upon the functional currencies in the International markets as of December 31, 2022, holding everything else constant, a hypothetical 10% strengthening of the U.S. dollar versus the average exchange rates of applicable currencies to depict the potential impact to net income (loss) of changes in foreign exchange rates would decrease the aggregate net loss of our International theatres for the year ended December 31, 2022 by approximately $26.2 million. Based upon the functional currencies in the International markets as of December 31, 2021, holding everything else constant, a hypothetical 10% strengthening of the U.S. dollar versus the average exchange rates of applicable currencies to depict the potential impact to net income (loss) of changes in foreign exchange rates would decrease the aggregate net loss of our International theatres for the year ended December 31, 2021 by approximately $22.0 million.

Our foreign currency translation rates decreased by approximately 11.0% for the year ended December 31, 2022 compared to the year ended December 31, 2021.

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Item 8. Financial Statements and Supplementary Data.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

AMC Entertainment Holdings, Inc.

TO THE STOCKHOLDERS OF AMC ENTERTAINMENT HOLDINGS, INC.


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


/s/ SEAN D. GOODMAN
Executive Vice President, International Operations, Chief Financial Officer and Treasurer

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of AMC Entertainment Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AMC Entertainment Holdings, Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2022, and the related notes(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


		Impairment of long-lived assets
Description of the Matter		At December 31, 2022, the Company recorded impairment charges related to long-lived assets of $73.4 million and $59.7 million on theatres in the US and International markets, respectively. As discussed in Note 1 to the consolidated financial statements, the Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. Asset groups are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The Company estimates the future

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undiscounted cash flows to be generated by the asset groups and compares those estimates to the carrying value of the related asset groups. If the carrying value exceeds the future undiscounted cash flows, the asset group may be impaired. If the asset group is determined to be impaired, the carrying value of the asset group is reduced to fair value as estimated by a discounted cash flow model, with the difference recorded as an impairment charge.

Auditing management’s long-lived asset impairment analysis was highly judgmental due to the estimation required in determining the undiscounted cash flows and related fair values of an impaired asset group. In particular, the cash flows were sensitive to significant assumptions such as admissions revenue expectations, long term growth rates, and discount rates.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s assessment of the projected undiscounted cash flows to be generated by asset groups, and cash flows used to determine fair value for certain asset groups. This included internal controls over management’s review of the significant assumptions underlying the undiscounted cash flow and fair value determination. We also tested management’s controls to validate that the data used in the analysis was complete and accurate.

To test the significant assumptions described above, we performed audit procedures that included testing the significant assumptions discussed above and the underlying data used by the Company in the analysis. We compared the significant assumptions used by the Company to current industry and economic trends. We performed a sensitivity analysis of the impact of certain assumptions on the estimates and recalculated management’s estimates. We also involved our valuation specialists to assist in our evaluation of the discount rate used in the fair value estimates.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2020
Kansas City, Missouri
February 28, 2023

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of AMC Entertainment Holdings, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited AMC Entertainment Holdings, Inc. internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, AMC Entertainment Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2022 and our report dated February 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Kansas City, Missouri
February 28, 2023

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AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended
(In millions, except share and per share amounts)	December 31, 2022		December 31, 2021		December 31, 2020

Revenues
Admissions	$	2,201.4	$	1,394.2	$	712.1
Food and beverage		1,313.7		857.3		362.4
Other theatre		396.3		276.4		167.9
Total revenues		3,911.4		2,527.9		1,242.4
Operating costs and expenses
Film exhibition costs		1,051.7		607.7		322.7
Food and beverage costs		228.6		137.9		88.8
Operating expense, excluding depreciation and amortization below		1,528.4		1,141.8		856.0
Rent		886.2		828.0		884.1
General and administrative:
Merger, acquisition and other costs		2.1		13.7		24.6
Other, excluding depreciation and amortization below		207.6		226.6		156.7
Depreciation and amortization		396.0		425.0		498.3
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill		133.1		77.2		2,513.9
Operating costs and expenses		4,433.7		3,457.9		5,345.1
Operating loss		(522.3)		(930.0)		(4,102.7)
Other expense, net:
Other expense (income)		53.6		(87.9)		28.9
Interest expense:
Corporate borrowings		336.4		414.9		311.0
Finance lease obligations		4.1		5.2		5.9
Non-cash NCM exhibitor services agreement		38.2		38.0		40.0
Equity in loss (earnings) of non-consolidated entities		1.6		(11.0)		30.9
Investment expense (income)		14.9		(9.2)		10.1
Total other expense, net		448.8		350.0		426.8
Net loss before income taxes		(971.1)		(1,280.0)		(4,529.5)
Income tax provision (benefit)		2.5		(10.2)		59.9
Net loss		(973.6)		(1,269.8)		(4,589.4)
Less: Net loss attributable to noncontrolling interests		—		(0.7)		(0.3)
Net loss attributable to AMC Entertainment Holdings, Inc.	$	(973.6)	$	(1,269.1)	$	(4,589.1)
Net loss per share attributable to AMC Entertainment Holdings, Inc.'s common stockholders:
Basic	$	(0.93)	$	(1.33)	$	(19.58)
Diluted	$	(0.93)	$	(1.33)	$	(19.58)
Average shares outstanding:
Basic (in thousands)		1,047,689		954,820		234,424
Diluted (in thousands)		1,047,689		954,820		234,424

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020

Net loss	$	(973.6)	$	(1,269.8)	$	(4,589.4)
Other comprehensive income (loss):
Unrealized foreign currency translation adjustments		(59.8)		(78.9)		67.0
Realized loss on foreign currency transactions reclassified into investment expense (income), net of tax		—		(0.4)		1.9
Pension adjustments:
Net gain (loss) arising during the period		10.6		12.3		(4.1)
Other comprehensive income (loss):		(49.2)		(67.0)		64.8
Total comprehensive loss		(1,022.8)		(1,336.8)		(4,524.6)
Comprehensive loss attributable to noncontrolling interests		—		(0.9)		(0.1)
Comprehensive loss attributable to AMC Entertainment Holdings, Inc.	$	(1,022.8)	$	(1,335.9)	$	(4,524.5)

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS


(In millions, except share data)	December 31, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	631.5	$	1,592.5
Restricted cash		22.9		27.8
Receivables, net		166.6		168.5
Other current assets		81.1		81.5
Total current assets		902.1		1,870.3
Property, net		1,719.2		1,962.5
Operating lease right-of-use assets, net		3,802.9		4,155.9
Intangible assets, net		147.3		153.4
Goodwill		2,342.0		2,429.8
Deferred tax asset, net		—		0.6
Other long-term assets		222.1		249.0
Total assets	$	9,135.6	$	10,821.5
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	330.5	$	377.1
Accrued expenses and other liabilities		364.3		367.5
Deferred revenues and income		402.7		408.6
Current maturities of corporate borrowings		20.0		20.0
Current maturities of finance lease liabilities		5.5		9.5
Current maturities of operating lease liabilities		567.3		605.2
Total current liabilities		1,690.3		1,787.9
Corporate borrowings		5,120.8		5,408.0
Finance lease liabilities		53.3		63.2
Operating lease liabilities		4,252.7		4,645.2
Exhibitor services agreement		505.8		510.4
Deferred tax liability, net		32.1		31.3
Other long-term liabilities		105.1		165.0
Total liabilities		11,760.1		12,611.0
Commitments and contingencies
Stockholders’ deficit:
AMC Entertainment Holdings, Inc.'s stockholders' deficit:
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; including Series A Convertible Participating Preferred Stock, 10,000,000 authorized, 7,245,872 issued and outstanding as of December 31, 2022; 5,139,791 issued and outstanding December 31, 2021, represented by AMC Preferred Equity Units, each representing a 1/100th interest in a share of Series A Convertible Participating Preferred Stock, of which 1,000,000,000 is authorized; 724,587,058 issued and outstanding as of December 31, 2022; 513,979,100 issued and outstanding as of December 31, 2021		0.1		0.1
Class A common stock $0.01 par value, 524,173,073 shares authorized; 516,838,912 shares issued and outstanding as of December 31, 2022; 513,979,100 shares issued and outstanding as of December 31, 2021)		5.2		5.1
Additional paid-in capital		5,045.1		4,857.4
Accumulated other comprehensive loss		(77.3)		(28.1)
Accumulated deficit		(7,597.6)		(6,624.0)
Total stockholders' deficit		(2,624.5)		(1,789.5)
Total liabilities and stockholders’ deficit	$	9,135.6	$	10,821.5

See Notes to Consolidated Financial Statements.

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AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended
	December 31,		December 31,		December 31,
(In millions)	2022		2021		2020
Cash flows from operating activities:
Net loss	$	(973.6)	$	(1,269.8)	$	(4,589.4)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		396.0		425.0		498.3
(Gain) loss on extinguishment of debt		92.8		14.1		(93.6)
Deferred income taxes		1.7		(7.6)		64.0
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill		133.1		77.2		2,513.9
Gain on dispositions of Baltics		—		(5.5)		—
Unrealized loss on investments Hycroft		6.3		—		—
(Gain) loss on sale of NCM investments		13.5		(1.2)		—
Amortization of net premium on corporate borrowings to interest expense		(65.4)		(3.9)		(22.0)
Amortization of deferred financing costs to interest expense		12.6		23.3		14.2
PIK interest expense		—		116.2		73.4
Non-cash portion of stock-based compensation		22.5		43.1		25.4
Gain on disposition of assets		1.1		0.3		(17.4)
Loss on derivative asset and derivative liability		—		—		109.0
Equity in loss from non-consolidated entities, net of distributions		7.6		1.3		45.4
Landlord contributions		19.9		22.0		43.6
Other non-cash rent benefit		(26.6)		(24.9)		(4.9)
Deferred rent		(170.1)		(133.7)		3.4
Net periodic benefit cost (income)		(0.6)		(0.9)		1.8
Change in assets and liabilities:
Receivables		4.0		(82.7)		159.3
Other assets		2.3		(5.8)		76.8
Accounts payable		(40.4)		63.8		(176.4)
Accrued expenses and other liabilities		(39.2)		164.3		102.5
Other, net		(26.0)		(28.7)		43.2
Net cash used in operating activities		(628.5)		(614.1)		(1,129.5)
Cash flows from investing activities:
Capital expenditures		(202.0)		(92.4)		(173.8)
Proceeds from disposition of Baltics, net of cash and transaction costs		—		34.2		6.2
Acquisition of theatre assets		(17.8)		(8.2)		—
Proceeds from disposition of long-term assets		11.3		7.9		19.8
Proceeds from sale of securities		13.0		—		—
Investments in non-consolidated entities, net		(27.9)		(9.3)		(9.3)
Other, net		(0.6)		(0.4)		2.5
Net cash used in investing activities		(224.0)		(68.2)		(154.6)
Cash flows from financing activities:
Proceeds from issuance of First Lien Notes due 2029		950.0		—		—
Proceeds from issuance of Odeon Term Loan due 2023		—		534.3		—
Proceeds from First Lien Toggle Notes due 2026		—		100.0		—
Principal payments under First Lien Toggle Notes due 2026		(73.5)		(35.0)		—
Premium paid to extinguish First Lien Toggle Notes due 2026		(14.6)		(5.3)		—
Principal payments under Second Lien Notes due 2026		—		(1.0)		—
Proceeds from issuance of First Lien Notes due 2025		—		—		490.0
Proceeds from issuance of First Lien Notes due 2026		—		—		270.0
Principal payments under First Lien Notes due 2025		(500.0)		—		—
Premium paid to extinguish First Lien Notes due 2025		(34.5)		—		—
Principal payments under First Lien Notes due 2026		(300.0)		—		—
Premium paid to extinguish First Lien Notes due 2026		(25.6)		—		—

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Repurchase of Second Lien Subordinated Debt 2026		(68.3)		—		—
Principal payments under Odeon Term Loan due 2023		(476.6)		—		—
Premium paid to extinguish Odeon Term Loan due 2023		(26.5)		—		—
Proceeds from issuance of Odeon Senior Secured Notes due 2027		368.0		—		—
Repurchase of Senior Subordinated Notes Due 2027		(1.6)		—		—
Repayments under revolving credit facilities		—		(335.0)		321.8
Scheduled principal payments under Term Loan due 2026		(20.0)		(20.0)		(20.0)
Net proceeds from Class A common stock issuance		—		1,570.7		264.7
Net proceeds from Class A common stock issuance to Mudrick		—		230.4		—
Net proceeds from AMC Preferred Equity Units issuance		220.4		—		—
Payments related to sale of noncontrolling interest		—		(0.4)		37.0
Principal payments under finance lease obligations		(9.4)		(9.0)		(6.2)
Cash used to pay for deferred financing costs		(26.1)		(19.9)		(15.4)
Cash used to pay dividends		(0.7)		—		(6.5)
Taxes paid for restricted unit withholdings		(52.3)		(19.1)		(5.1)
Net cash provided by (used in) financing activities		(91.3)		1,990.7		1,330.3
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(22.1)		(9.5)		(0.3)
Net increase (decrease) in cash and cash equivalents and restricted cash		(965.9)		1,298.9		45.9
Cash and cash equivalents and restricted cash at beginning of period		1,620.3		321.4		275.5
Cash and cash equivalents and restricted cash at end of period	$	654.4	$	1,620.3	$	321.4
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (including amounts capitalized of $0.1 million, $0.2 and $1.1 million, respectively)	$	379.0	$	274.7	$	237.5
Income taxes paid (received), net	$	0.8	$	(7.4)		(10.5)
Schedule of non-cash activities:
Investment in NCM	~~We hold an investment~~$	15.0	$	—	$	5.2
Construction payables at period end	$	36.3	$	40.4	$	18.2
AMC Preferred Equity Units issuance costs payable at year end	$	2.8	$	—	$	—
Convertible Notes due 2026 conversion, see Note 8-Corporate Borrowings and Finance Lease Liabilities	$	—	$	600.0	$	—
Mudrick transaction, see Note 8-Corporate Borrowings and Finance Lease Liabilities	$	—	$	—	$	70.2
DCIP digital projectors transaction, see Note 6-Investments	$	—	$	—	$	125.2

See Notes to Consolidated Financial Statements.

AMC ENTERTAINMENT HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)


				Preferred Stock
				Series A Convertible	Depositary Shares								Accumulated
	Class A Voting			Participating	of AMC			Additional					Other		Accumulated		Total AMC				Total
	Class A and Class B Common Stock			Preferred Stock	Preferred Equity			Paid-in		Treasury Stock			Comprehensive		Earnings		Stockholders’		Noncontrolling		Equity
(In millions, except share and per share data)	Shares (1)	Amount		Shares (1)	Units (1)	Amount		Capital		Shares (1)	Amount		Income (Loss)		(Deficit)		Equity (Deficit)		Interests		(Deficit)
Balance December 31, 2019	103,849,861	$	1.0	1,038,499	103,849,861	$	0.1	$	2,001.8	7,465,250	$	(56.4)	$	(26.1)	$	(706.2)	$	1,214.2	$	—	$	1,214.2
Cumulative effect adjustments for the adoption of new accounting principle (ASC 842)	—		—	—	—		—		—	—		—		—		(16.9)		(16.9)		—		(16.9)
Net loss	—		—	—	—		—		—	—		—		—		(4,589.1)		(4,589.1)		(0.3)		(4,589.4)
Other comprehensive income	—		—	—	—		—		—	—		—		64.6		—		64.6		0.2		64.8
Baltics noncontrolling capital contribution	—		—	—	—		—		(0.2)	—		—		0.2		—		—		27.0		27.0
Dividends declared:																		—
Class A common stock, $0.015/share, net of forfeitures and reversal of dividend accrual for nonvested PSUs	—		—	—	—		—		—	—		—		—		(1.6)		(1.6)		—		(1.6)
Class B common stock, $0.015/share	—		—	—	—		—		—	—		—		—		(1.6)		(1.6)		—		(1.6)
AMC preferred equity units, $0.015/share	—		—	—	—		—		—	—		—		—		(1.6)		(1.6)		—		(1.6)
Class A common stock issuance	90,955,685		0.9	909,557	90,955,685		—		263.8	—		—		—		—		264.7		—		264.7
Exchange Offer Class A common stock issuance	5,000,000		0.1	50,000	5,000,000		—		20.1	—		—		—		—		20.2		—		20.2
Class A common stock issuance commitment and exchange shares	21,978,022		0.3	219,780	21,978,022		—		69.8	—		—		—		—		70.1		—		70.1
Derivative asset valuation allowance adjustment	—		—	—	—		—		—	—		��		—		(2.4)		(2.4)		—		(2.4)
Reclassification of derivative liability and derivative asset for Conversion Price Reset of Convertible Notes due 2026	—		—	—	—		—		89.9	—		—		—		(15.9)		74.0		—		74.0
Taxes paid for restricted unit withholdings	—		—	—	—		—		(5.1)	—		—		—		—		(5.1)		—		(5.1)
Stock-based compensation	2,549,465		—	25,494	2,549,465		—		25.4	—		—		—		—		25.4		—		25.4
Balance December 31, 2020	224,333,033	$	2.3	2,243,330	224,333,033	$	0.1	$	2,465.5	7,465,250	$	(56.4)	$	38.7	$	(5,335.3)	$	(2,885.1)	$	26.9	$	(2,858.2)
Net loss	—		—	—	—		—		—	—		—		—		(1,269.1)		(1,269.1)		(0.7)		(1,269.8)
Other comprehensive loss	—		—	—	—		—		—	—		—		(65.9)		—		(65.9)		(0.2)		(66.1)
Baltics noncontrolling capital contribution	—		—	—	—		—		0.2	—		—		—		—		0.2		(4.0)		(3.8)
100% liquidation of Baltics	—		—	—	—		—		—	—		—		(0.9)		—		(0.9)		(22.0)		(22.9)
Class A common stock, accrued dividend equivalent adjustment	—		—	—	—		—		—	—		—		—		(0.3)		(0.3)		—		(0.3)
Class A common stock issuance	241,616,293		2.3	2,416,163	241,616,293		—		1,531.3	(7,465,250)		56.4		—		(19.3)		1,570.7		—		1,570.7
Class A common stock issuance to Mudrick	8,500,000		0.1	85,000	8,500,000		—		230.3	—		—		—		—		230.4		—		230.4
Convertible Notes due 2026 stock conversion	44,422,860		0.4	444,229	44,422,860		—		606.1	—		—		—		—		606.5		—		606.5
Wanda forfeit and cancellation of Class B shares	(5,666,000)		—	(56,660)	(5,666,000)		—		—	—		—		—		—		—		—		—
Taxes paid for restricted unit withholdings	—		—	—	—		—		(19.1)	—		—		—		—		(19.1)		—		(19.1)
Stock-based compensation	772,914		—	7,729	772,914		—		43.1	—		—		—		—		43.1		—		43.1
Balance December 31, 2021	513,979,100	$	5.1	5,139,791	513,979,100	$	0.1	$	4,857.4	—	$	—	$	(28.1)	$	(6,624.0)	$	(1,789.5)	$	—	$	(1,789.5)
Net loss	—		—	—	—		—		—	—		—		—		(973.6)		(973.6)		—		(973.6)
Other comprehensive loss	—		—	—	—		—		—	—		—		(49.2)		—		(49.2)		—		(49.2)
AMC Preferred Equity Units issuance	—		—	2,077,482	207,748,146		—		217.6	—		—		—		—		217.6		—		217.6
Taxes paid for restricted unit withholdings	—		—	—	—		—		(52.3)	—		—		—		—		(52.3)		—		(52.3)
Stock-based compensation	2,859,812		0.1	28,599	2,859,812		—		22.4	—		—		—		—		22.5		—		22.5
Balance December 31, 2022	516,838,912	$	5.2	7,245,872	724,587,058	$	0.1	$	5,045.1	—	$	—	$	(77.3)	$	(7,597.6)	$	(2,624.5)	$	—	$	(2,624.5)

—————————————————

(1)

Share counts have been retroactively adjusted to reflect the effect of ~~14.5% (22,392,630 common units~~the stock split.

See Notes to Consolidated Financial Statements

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AMC ENTERTAINMENT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2022, 2021, 2020

NOTE 1—THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

AMC Entertainment Holdings, Inc. (“Holdings”), through its direct and indirect subsidiaries, including American Multi-Cinema, Inc. and its subsidiaries, (collectively with Holdings, unless the context otherwise requires, the “Company” or “AMC”), is principally involved in the theatrical exhibition business and owns, operates or has interests in theatres located in the United States and Europe.

Temporarily Suspended or Limited Operations. During the first quarter of 2020, the Company temporarily suspended theatre operations in its 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 the Company’s guests and theatre staff. As of March 17, 2020, all of the Company’s U.S. and International theatre operations were temporarily suspended. The Company 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
Percentage of theatres operated - Domestic	66.8	%	99.2	%	99.8	%	99.8	%
Percentage of theatres operated - International	30.3	%	27.3	%	94.9	%	99.2	%
Percentage of theatres operated - Consolidated	52.9	%	72.2	%	98.0	%	99.6	%

Liquidity. As of December 31, 2022, the Company has cash and cash equivalents of approximately $631.5 million and $211.2 million unused borrowing capacity, net of letters of credit, under the $225.0 million Senior Secured Revolving Credit Facility. In response to the COVID-19 pandemic, the Company adjusted certain elements of its business strategy and took significant steps to preserve cash. The Company is continuing to take significant measures to further strengthen its financial position and enhance its operations, by eliminating non-essential costs, including reductions to its variable costs and elements of its fixed cost structure, introducing new initiatives, and optimizing its theatrical footprint.

Additionally, the Company 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 for further information.

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The table below summarizes net decrease 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:
Net cash used in operating activities	$	(295.0)	$	(76.6)	$	(223.6)	$	(33.3)	$	(628.5)
Cash flows from investing activities:
Net cash used in investing activities		(54.9)		(48.0)		(50.8)		(70.3)		(224.0)
Cash flows from financing activities:
Net cash provided by (used in) financing 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 beginning of period		1,620.3		1,188.6		987.9		705.8		1,620.3
Cash and cash equivalents and restricted cash at end of period	$	1,188.6	$	987.9	$	705.8	$	654.4	$	654.4

The Company’s 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. The Company has also continued to repay rent amounts that were deferred during the pandemic, which increases its cash outflows from operating activities. See Note 3—Leases for a summary of the estimated future repayment terms for the remaining $157.2 million of rentals that were deferred during the COVID-19 pandemic.

The Company’s net cash provided by (used in )investing activities included:

●

$34.8 million of capital expenditures and $27.9 million of investments in ~~NCM LLC and 1,000,000 common shares~~non-consolidated entities, partially offset by proceeds from the disposition of ~~NCM, Inc.) in NCM accounted~~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 ~~under~~ the ~~equity method as~~acquisition of ~~December 31, 2017. The estimated fair market value~~theatres, partially offset by proceeds of ~~our investment in NCM LLC and NCM, Inc. was approximately $160.5~~$11.4 million ~~based upon the publicly quoted price per share of NCM, Inc. on December 31, 2017 of $6.86 per share. We have little tax basis in these units, therefore~~from the sale of ~~all these units at~~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 proceeds from disposition of long-term assets $3.6 million during the three months ended September 30, 2022; and

●

The Company’s 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 ~~report taxable income~~pay for deferred financing costs, partially offset by proceeds from the Company’s debt issuances of ~~approximately $275.1~~$950.0 million ~~including distributions received~~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 during the three months ended June 30, 2022;

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●

$7.4 million principal payments and $0.5 million of cash used to pay deferred financing costs, partially offset by $8.5 million of net proceeds from ~~NCM LLC that were previously deferred. We expect that any sales we may make~~AMC Preferred Equity Units issuance during the three months ended September 30, 2022; and

●

$529.5 million of ~~NCM, Inc. common shares would be made in such a manner~~principal and premium payments and $6.9 million of cash used to ~~most efficiently manage any related tax liability. We have available~~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 ~~operating loss carryforwards which could reduce a portion of any related tax liability.~~ proceeds from AMC Preferred Equity Units issuance during the three months ended December 31, 2022.

The table below summarizes net increase (decrease) in 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:
Net cash provided by (used in) operating activities	$	(312.9)	$	(233.8)	$	(113.9)	$	46.5	$	(614.1)
Cash flows from investing activities:
Net cash provided by (used in) investing activities		(16.0)		13.5		(28.8)		(36.9)		(68.2)
Cash flows from financing activities:
Net cash provided by (used in) financing 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 beginning of period		321.4		842.1		1,839.6		1,640.2		321.4
Cash and cash equivalents and restricted cash at end of period	$	842.1	$	1,839.6	$	1,640.2	$	1,620.3	$	1,620.3

The Company’s 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.

The Company believes its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to fund its operations, satisfy its 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 its 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, the Company believes that operating revenues and attendance levels will need to increase significantly from 2021 and 2022 levels to levels in line with pre-COVID-19 operating revenues. 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. The Company believes that recent operating revenues 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, and 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.

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The Company entered the Ninth Amendment 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 (the secured leverage ratio) applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh Amendment and the 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. As of December 31, 2022, the Company was subject to a minimum liquidity requirement of $100 million as a condition to the Extended Covenant Suspension Period (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 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.

The 11.25% Odeon Term Loan Facility 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, the Company completely repaid the Odeon Term Loan Facility using existing cash and $363.0 million net proceeds from the issuance of Odeon Notes due 2027.

The Company may, at any time and from time to time, seek to retire or purchase 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 it may determine, and will depend on prevailing market conditions, its liquidity requirements, contractual restrictions and other factors. The amounts involved may be material and to the extent equity is used, dilutive. During the year ended December 31, 2022, the Company repurchased $118.3 million aggregate principal of the Second Lien Notes due 2026 for $68.3 million and recorded a gain on extinguishment of $75.0 million in other expense (income). Additionally, during the year ended December 31, 2022, the Company repurchased $5.3 million aggregate principal of the Senior Subordinated Notes due 2027 for $1.6 million and recorded a gain on extinguishment of $3.7 million in other expense (income). Accrued interest of $4.5 million was paid in connection with the repurchases. See Note 8—Corporate Borrowings and Finance Lease Liabilities for more information.

The 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. Including repayments of deferred lease amounts, the Company’s cash expenditures for rent increased significantly during the year ended December 31, 2022 compared to the year ended December 31, 2021. See Note 3—Leases 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 the Company’s liquidity requirements, future cash burn rates, future operating revenues, and attendance levels. Depending on the Company’s assumptions regarding the timing and ability to achieve 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, the Company believes that operating revenues will need to increase significantly to levels in line with pre-COVID-19 operating revenues. The Company’s current cash burn rates are not sustainable. Further, the Company cannot accurately predict what future changes may occur to the supply or release date of movie titles available for theatrical exhibition once moviegoers are prepared to return in large numbers. Nor can the Company 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 attendance impact of 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 the Company will be successful in generating the additional liquidity necessary to meet the Company’s obligations beyond twelve months from the issuance of these financial statements on terms acceptable to the Company or at all. If the Company is unable to maintain or renegotiate our minimum liquidity covenant requirements, it could have a significant adverse effect on the Company’s business, financial condition and operating results.

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AMC Preferred Equity Units. On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit (an “AMC Preferred Equity Unit”) for each share of Class A common stock outstanding at the close of business August 15, 2022, the record date. The dividend was paid at the close of business August 19, 2022 to investors who held Class A common shares 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 (1/100th) of a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement. The Company has 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 made to share, per share or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the special stock dividend as a stock split. See Note 9–Stockholders’ Equity and Note 15–Loss Per Share.

Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation. The consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. Majority-owned subsidiaries that the Company has control of are consolidated in the Company’s consolidated subsidiaries; consequently, a portion of its stockholders’ equity, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. markets and International markets.

Noncontrolling Interests and Baltic Theatre Sale. Majority-owned subsidiaries that the Company has control of are consolidated in the Company’s consolidated financial statements; consequently, a portion of its stockholders’ equity, net earnings (loss) and total comprehensive income (loss) for the periods presented are attributable to noncontrolling interests. On August 28, 2020, the Company entered into an agreement to sell its equity interest in Forum Cinemas OU, which consists of nine theatres located in the Baltic region (Latvia, Lithuania and Estonia) and is included in the Company’s International markets reportable segment, for total consideration of approximately €77.25 million, including cash of approximately €64.35 million or $76.6 million prior to any transaction costs. This transaction was undertaken by the Company to further increase its liquidity and strengthen its balance sheet 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.

The Company received $37.5 million (€31.53 million) cash consideration upon entering into the sale agreement on August 28, 2020 and paid $0.5 million in transaction costs during the year ended December 31, 2020. The Company transferred an equity interest of 49% in Forum Cinemas OU to the purchaser and recorded an initial noncontrolling interest of $34.9 million in total equity (deficit). Transaction costs of $1.4 million and net gain of $1.2 million related to the sale of 49% equity interest of Lithuania and Estonia and the 100% disposal of Latvia were recorded in additional paid-in capital during the year ended December 31, 2020 and were recorded in earnings during the year ended December 31, 2021 when the remaining 51% interests in Lithuania and Estonia were disposed. Also, during the year ended December 31, 2020, the Company received cash consideration of $6.2 million (€5.3 million), net of cash of $0.2 million for the remaining 51% equity interest in Latvia. At December 31, 2020, the carrying amounts of the major classes of assets and liabilities included as part of the disposal group that were previously included in the International markets reportable segment were; goodwill of $41.8 million, property, net, of $13.0 million, operating lease right-of-use assets, net of $15.7 million, and current and long-term operating lease liabilities of $2.4 million and $13.7 million, respectively. At December 31, 2020, the Company’s noncontrolling interest of 49% in Lithuania and Estonia was $26.9 million.

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During the year ended December 31, 2021, the Company received cash consideration of $34.2 million (€29.4 million), net of cash disposed of $0.4 million and transaction costs of $1.3 million, for the remaining 51% equity interest in Estonia, 51% equity interest in Lithuania and eliminated the Company’s noncontrolling interest in Forum Cinemas OU. The Company recorded the net gain from the sale of its equity interest in Forum Cinemas OU of $5.5 million (net of transaction costs of $2.6 million) in investment expense (income), during the year ended December 31, 2021.

Revenues.The Company recognizes revenue, net of sales tax, when it satisfies a performance obligation by transferring control over a product or service to a customer. Admissions and food and beverage revenues are recorded at a point in time when a film is exhibited to a customer and when a customer takes possession of food and beverage offerings. The Company defers 100% of the revenue associated with the sales of gift cards and exchange tickets until such time as the items are redeemed or estimated income from non-redemption is recorded.

The Company recognizes income from non-redeemed or partially redeemed gift cards in proportion to the pattern of rights exercised by the customer (“proportional method”) where it applies an estimated non-redemption rate for its gift card sales channels, which range from 13% to 19% of the current month sales of gift cards, and the Company recognizes in other theatre revenues the total amount of expected income for non-redemption for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using more than 10 years of accumulated data. The Company also recognizes income from non-redeemed or partially redeemed exchange tickets using the proportional method. In the International markets, certain exchange tickets are subject to expiration dates, which triggers recognition of non-redemption in other revenues.

The Company recognizes ticket fee revenues based on a gross transaction price. The Company is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to the sale of online tickets because the Company controls the online tickets before they are transferred to the customer. The online ticket fee revenues and the third-party commission or service fees are recorded in the line items other theatre revenues and operating expense, respectively, in the consolidated statements of operations.

Film Exhibition Costs. Film exhibition costs are accrued based on the applicable box office receipts and estimates of the final settlement to the film licensors. Film exhibition costs include certain advertising costs. As of December 31, 2022 and December 31, 2021, the Company recorded film payables of $123.8 million and $150.3 million, respectively, which are included in accounts payable in the accompanying consolidated balance sheets.

Food and Beverage Costs. The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.

Exhibitor Services Agreement.The Company recognizes advertising revenues, which are included in other theatre revenues in the consolidated statements of operations, when it satisfies a performance obligation by transferring a promised good or service to the customers. The advertising contracts with customers generally consist of a series of distinct periods of service, satisfied over time, to provide rights to advertising services. The Company’s Exhibitor Services Agreement (“ESA”) with National CineMedia, LLC (“NCM”) includes a significant financing component due to the significant length of time between receiving the non-cash consideration and fulfilling the performance obligation. The Company receives the non-cash consideration in the form of common membership units from NCM, in exchange for rights to exclusive access to the Company’s theatre screens and attendees through February 2037. Upon recognition, the Company records an increase to advertising revenues with a similar offsetting increase in non-cash interest expense, which is recorded to non-cash NCM exhibitor service agreement in the consolidated statements of operations. Pursuant to the calculation requirements for the time value of money, the amortization method reflects the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement than the back-end recognition of the deferred revenue amortization where more revenue is recognized later in the term of the agreement. See Note 6—Investments for further information regarding the common unit adjustment (“CUA”) and the fair value measurement of the non-cash consideration. The interest expense was calculated using discount rates that ranged from 6.5% to 18.25%, which are the rates at which the Company believes it could borrow in separate financing transactions.

Customer Engagement Programs. AMC Stubs^® is a customer loyalty program in the U.S. markets which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. It features both a paid tier called AMC Stubs Premiere^TM for a flat annual membership fee and a non-paid tier called AMC

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Stubs^® Insider^TM. Both programs reward loyal guests for their patronage of AMC Theatres. Rewards earned are redeemable on future purchases at AMC locations.

The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. The Company estimates point breakage in assigning value to the points at the time of sale based on historical trends. The program’s annual membership fee is allocated to the material rights for discounted or free products and services and is initially deferred, net of estimated refunds, and recognized as the rights are redeemed based on estimated utilization, over the one-year membership period in admissions, food and beverage, and other revenues. A portion of the revenues related to a material right are deferred as a virtual rewards performance obligation using the relative standalone selling price method and are recognized as the rights are redeemed or expire.

AMC Stubs^® A-List is the Company’s monthly subscription-based tier of the 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 and $24.95 per month depending upon geographic market. Revenue is recognized ratably over the enrollment period.

The Company suspended the recognition of deferred revenues related to certain loyalty programs, gift cards, and exchange tickets during the period in which its operations were temporarily suspended. As the Company re-opened theatres, A-List members had the option to reactivate their subscription, which restarted the monthly charge for the program. Starting in July of 2021, all A-List monthly subscriptions were automatically reactivated and the Company has resumed a more normal recognition pattern for deferred revenues related to certain loyalty programs, gift cards and exchange tickets.

Advertising Costs. The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $28.0 million, $28.4 million, and $10.7 million for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively, and are recorded in operating expense in the accompanying consolidated statements of operations.

Cash and Cash Equivalents. All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents. At December 31, 2022, cash and cash equivalents for the U.S. markets and International markets were $508.0 million and $123.5 million, respectively, and at December 31, 2021, cash and cash equivalents were $1,311.4 million and $281.1 million, respectively.

Restricted Cash. Restricted cash is cash held in the Company's bank accounts in International markets as a guarantee for certain landlords. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statements of Cash Flows.


	Year Ended
	December 31, 2022		December 31, 2021		December 31, 2020
Cash and cash equivalents	$	631.5	$	1,592.5	$	308.3
Restricted cash		22.9		27.8		13.1
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	654.4	$	1,620.3	$	321.4

Derivative Asset and Liability.Prior to September 14, 2020, the Company remeasured the derivative asset related to its contingent call option to acquire shares of its Class B common stock at no additional cost and the derivative liability related to the conversion feature in its Convertible Notes due 2026 at fair value each reporting period until the conversion price reset on September 14, 2020, with changes in fair value recorded in the consolidated statements of operations in other expense (income). The Company obtained independent third-party valuation studies to assist in determining fair value. The Company’s valuation studies used a Monte Carlo simulation approach and were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. The Company’s Common Stock price at the end of each reporting period as well as the remaining amount of time until expiration for the contingent call option and conversion feature were key inputs for the estimation of fair value that were expected to change each reporting period. The Company recorded other expense (income) related to derivative asset fair value adjustments of $0 million, $0 million and $19.6 million, during the years

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ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively, and other expense (income) related to derivative liability fair value adjustments of $0 million, $0 million, and $89.4 million, during the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively. See Note 8—Corporate Borrowings and Finance Lease Liabilities and Note 9—Stockholders’ Equity for further discussions.

Intangible Assets. Intangible assets were recorded at fair value for intangible assets resulting from the acquisition of Holdings by Wanda on August 30, 2012 and other theatre acquisitions. Intangible assets are comprised of amounts assigned to management contracts, which are being amortized on a straight-line basis over the estimated remaining useful lives of the assets, and trademark and trade names. The Company evaluates definite-lived intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. Trademark and trade names are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually or more frequently as specific events or circumstances dictate.

The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $14.4 million in the U.S. markets and indefinite-lived intangible assets of $15.2 million in the International markets. There were no intangible asset impairment charges incurred during the years ended December 31, 2022 and December 31, 2021.

Investments. The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its consolidated balance sheets. Equity earnings and losses are recorded when the Company’s ownership interest provides the Company with significant influence. The Company follows the guidance in ASC 323-30-35-3, investment in a limited liability company, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment expense (income). Gains and losses on cash sales are recorded using the weighted average cost of all interests in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note 6—Investments for further discussion of the Company’s investments in NCM. As of December 31, 2022, the Company holds equity method investments comprised of a 18.3% interest in SV Holdco LLC (“SV Holdco”), a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50.0% interest in Digital Cinema Media Ltd. (“DCM”), a joint venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (“AC JV”), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 14.6% interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a satellite distribution network for feature films and other digital cinema content; a 10.0% interest in Saudi Cinema Company, LLC (“SCC”); a 50% ownership interest in three U.S. motion picture theatres and approximately 50% ownership interest in 57 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company. In 2020, the Company early adopted the amendments in S-X Rule 1-02(w) related to significant subsidiary tests of nonconsolidated entities.

Goodwill. The Company’s recorded goodwill was $2,342.0 million and $2,429.8 million as of December 31, 2022 and December 31, 2021, respectively. Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August 30, 2012 and subsequent theatre business acquisitions. The Company evaluates goodwill recorded at the Company’s two reporting units (Domestic Theatres and International Theatres). Also, the Company evaluates goodwill and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter and any time an event occurs or circumstances change that would more likely than not reduce the fair value for a reporting unit below its carrying amount.

In accordance with ASC 350-20-35-30, goodwill of a reporting unit shall be tested for impairment between annual tests by assessing the qualitative factors to determine if an event occurs or changes in circumstances that would warrant an interim ASC 350 impairment analysis. If an impairment analysis is needed, the Company performs a quantitative impairment test for goodwill, which involves estimating the fair value of the reporting unit and comparing that value to its carrying value. If the estimated fair value of the reporting unit is less than its carrying value, the

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difference is recorded as goodwill impairment charge, not to exceed the total amount of goodwill allocated to that reporting unit.

Qualitative impairment tests. The Company performed a qualitative impairment test to evaluate whether it is more likely than not that the fair value of each reporting unit was less than their respective carrying amount as of its annual assessment date, October 1st. The Company concluded that it was not more likely than not that the fair value of either of the Company’s two reporting units had been reduced below their respective carrying amounts at the annual assessment date for 2021 or 2022. The Company concluded that there were no triggering events that had occurred between the annual assessment date and December 31, 2022.

Step 1 quantitative goodwill impairment tests performed during 2020. In accordance with ASC 350-20-35-30, the Company performed an assessment to determine whether there were any events or changes in circumstances that would warrant an interim ASC 350 impairment analysis. A decline in the Common Stock price and prices of the Company’s corporate borrowings and the resulting impact on market capitalization are two of several factors considered when making this evaluation. In performing the Step 1 quantitative goodwill impairment test, the Company used an enterprise value approach to measure fair value of the reporting units.

Based on sustained declines during the first quarter of 2020 in the Company’s enterprise market capitalization and the temporary suspension of operations at all the Company’s theatres on or before March 17, 2020 due to the COVID-19 pandemic, the Company performed a Step 1 quantitative goodwill impairment test of the Domestic and International reporting units as of March 31, 2020. The enterprise fair values of the Domestic Theatres and International Theatres reporting units were less than their carrying values and goodwill impairment charges of $1,124.9 million and $619.4 million, respectively, were recorded as of March 31, 2020 for the Company’s Domestic Theatres and International Theatres reporting units.

Due to the suspension of operations during the second and third quarters of 2020 and the further delay or cancellation of film releases, the Company performed a Step 1 quantitative impairment test of the Domestic and International reporting units as of September 30, 2020. See Note 12—Fair Value Measurements for a discussion of the valuation methodology. The enterprise fair value of the Domestic Theatres and International Theatres reporting units was less than their carrying values and goodwill impairment charges of $151.2 million and $5.6 million, respectively, were recorded as of September 30, 2020 for the Company’s Domestic Theatres and International Theatres reporting units.

Due to the further delay or cancellation of film releases and the further suspension of operations in the International markets, the Company performed a Step 1 quantitative impairment test of the Domestic and International reporting units as of December 31, 2020. See Note 12—Fair Value Measurements for a discussion of the valuation methodology. The enterprise fair value of the Domestic Theatres reporting unit was greater than its carrying value and the enterprise fair value of the International Theatre reporting unit was less than its carrying value. As a result, goodwill impairment charge of $405.3 million was recorded as of December 31, 2020 for the Company’s International Theatres reporting unit.

There is considerable management judgment with respect to cash flow estimates and discount rates to be used in determining fair value, which fall under Level 3 within the fair value measurement hierarchy. Given the nature of the Company’s business and its recent history, future impairments are possible based upon business conditions, movie release dates, and attendance levels.

Other Long-term Assets. Other long-term assets are comprised principally of investments in partnerships and joint ventures and capitalized computer software, which is amortized over the estimated useful life of the software. See Note 7—Supplemental Balance Sheet Information.

Accounts Payable. Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as of December 31, 2022 and December 31, 2021 was $2.2 million and $3.6 million, respectively.

Leases.The Company leases theatres and equipment under operating and finance leases. The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12 to 15 years, with certain leases containing options to extend the leases for up to an additional 20 years.

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The Company typically does not believe that the exercise of the renewal options is reasonably assured at the inception of the lease agreements and, therefore, considers the initial base term as the lease term. Lease terms vary but generally, the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

Operating lease right-of-use assets and lease liabilities were recorded at commencement date based on the present value of minimum lease payments over the remaining lease term. The minimum lease payments include base rent and other fixed payments, including fixed maintenance costs. The Company’s leases have remaining lease terms of approximately 1 year to 25 years, which may include the option to extend the lease when it is reasonably certain the Company will exercise that option. The present value of the lease payments is calculated using the incremental borrowing rate for operating leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. Operating lease expense is recorded on a straight-line basis over the lease term.

The Company elected the practical expedient to not separate lease and non-lease components and also elected the short-term practical expedient for all leases that qualify. As a result, the Company will not recognize right-of-use assets or liabilities for short-term leases that qualify for the short-term practical expedient, but instead will recognize the lease payments as lease cost on a straight-line basis over the lease term. The Company’s lease agreements do not contain residual value guarantees. Short-term leases and sublease arrangements are immaterial. Equipment leases primarily consist of food and beverage and digital equipment.

Impairment of Long-lived Assets. The Company reviews long-lived assets, including definite-lived intangibles and theatre assets (including operating lease right-of-use assets) whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company evaluates events or circumstances, including competition in the markets where it operates, that would indicate the carrying value of the asset groups may not be fully recoverable. If an event or circumstance is identified indicating carrying value may not be recoverable, the sum of future undiscounted cash flows is compared to the carrying value. If the carrying value exceeds the future undiscounted cash flows, the asset group may be impaired. If the asset group is determined to be impaired, the carrying value of the asset group is reduced to fair value as estimated by a discounted cash flow model, with the difference recorded as an impairment charge. Asset groups are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows, adjusted as necessary for market participant factors.

There is considerable management judgment necessary to determine the estimated future cash flows and fair values of the Company’s theatres and other long-lived assets, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy, see Note 12—Fair Value Measurements.

100

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The following table summarizes the Company’s assets that were impaired:


	Year Ended
	December 31,		December 31,		December 31,
(In millions)	2022		2021		2020
Impairment of long-lived assets	$	133.1	$	77.2	$	177.9
Impairment of definite-lived intangible assets		—		—		14.4
Impairment of indefinite-lived intangible assets		—		—		15.2
Impairment of goodwill (1)		—		—		2,306.4
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill		133.1		77.2		2,513.9
Impairment of equity method investments recorded in equity in (earnings) loss of non-consolidated entities		—		—		8.6
Impairment of other assets recorded in investment expense (income)		—		—		15.9
Total impairment loss	$	133.1	$	77.2	$	2,538.4

(1)

See Note 2 – Acquisitions in Notes to the Consolidated Financial Statements under Part II, Item 8 hereof for a discussion of required divestitures of our interest in NCM associated with the acquisition of Carmike.

~~Impact of Inflation~~

~~Historically, the principal impact of inflation~~5—Goodwill and changing prices upon us has been to increase the costs of the construction of new theatres, the purchase of theatre equipment, rent and the utility and labor costs incurred in connection with continuing theatre operations. Film exhibition costs, our largest cost of operations, are customarily paid as a percentage of admissions revenues and hence, while the film exhibition costs may increase on an absolute basis, the

~~Table of Contents~~

percentage of admissions revenues represented by such expense is not directly affected by inflation. Except as set forth above, inflation and changing prices have not had a significant impact on our total revenues and results of operations during the last three years.

~~Off-Balance Sheet Arrangements~~

~~We have no off-balance sheet arrangements.~~

~~New Accounting Pronouncements~~

~~See Note 1 – The Company and Significant Accounting Policies in Notes to the Consolidated Financial Statements under Part II, Item 8 hereof~~Intangible Assets for information regarding ~~recently issued accounting standards.~~

~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk~~

~~We are exposed to interest rate market risk and foreign currency exchange risk.~~

~~Market risk on variable-rate financial instruments.~~goodwill impairment.

During the year ended December 31, 2022, the Company recorded non-cash impairment of long-lived assets of $73.4 million on 68 theatres in the U.S. markets with 817 screens (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) 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, the Company recorded non-cash impairment of long-lived assets of $61.3 million on 77 theatres in the U.S. markets with 805 screens and $15.9 million on 14 theatres in the International markets with 118 screens, which were related to property, net and operating lease right-of-use assets, net.

During the year ended December 31, 2020, the Company recorded non-cash impairment of long-lived assets of $152.2 million on 101 theatres in the U.S. markets with 1,139 screens and $25.4 million on 37 theatres with 340 screens, which were related to property, net and operating lease right-of-use assets, net. During the year ended December 31, 2020, the Company recorded impairment losses related to definite-lived intangible assets of $14.4 million in the U.S. markets. For indefinite-lived intangible asset, the Company recorded impairment charges related to the Odeon trade name of $12.5 million and Nordic trade names of $2.7 million during the year ended December 31, 2020. During the year ended December 31, 2020, the Company recorded impairment losses in the International markets related to equity method investments of $8.6 million in equity in (earnings) loss of non-consolidated entities. In addition, during the year ended December 31, 2020, the Company recorded impairment losses of $15.9 million within investment expense (income), related to equity interest investments without a readily determinable fair value accounted for under the cost method in the U.S. markets.

Foreign Currency Translation. Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions are included in net earnings (loss), except those intercompany transactions of a long-term investment nature. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation or transaction balance recorded in accumulated other comprehensive loss is recorded as part of a gain or loss on disposition.

Employee Benefit Plans. The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans in the U.S. and frozen defined benefit pension plans in the U.K. and Sweden. The Company also sponsors a postretirement deferred compensation plan, which was terminated on May 3, 2021 and liquidated during 2022, and also various defined contribution plans.

101

Table of Contents

The following table sets forth the plans’ benefit obligations and plan assets and the accrued liability for benefit costs included in the consolidated balance sheets:


	U.S. Pension Benefits				International Pension Benefits
	Year Ended				Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
Aggregated projected benefit obligation at end of period (1)	$	(79.7)	$	(111.5)	$	(66.8)	$	(125.0)
Aggregated fair value of plan assets at end of period		59.2		84.3		73.1		126.0
Net (liability) asset for benefit cost - funded status	$	(20.5)	$	(27.2)	$	6.3	$	1.0

(1)

At December 31, ~~2017, we maintained a Senior Secured Credit Facility comprised of a $225.0 million revolving credit facility, $863.0 million of Senior Secured Term Loans due~~ 2022 and $496.3 million of Senior Secured Term Loans due 2023. The Senior Secured Credit Facility provides for borrowings at a rate equal to an applicable margin plus, at our option, either a base rate or LIBOR + 2.25%. The rate in effect at December 31, ~~2017 for the outstanding Senior Secured Term Loans due 2022~~2021, U.S. aggregated accumulated benefit obligations were $79.7 million and ~~2023 was 3.73% per annum. We also maintained a £100.0~~$111.5 million, ($134.1 million) revolving credit facility at our Odeon subsidiary. Increases in market interest rates would cause interest expense to increase and earnings before income taxes to decrease. The change in interest expense and earnings before income taxes would be dependent upon the weighted average outstanding borrowings during the reporting period following an increase in market interest rates. At December 31, 2017, we had no variable-rate borrowings outstanding under our revolving credit facilities and had an aggregate principal balance of $1,359.3 million outstanding under the Senior Secured Term Loans due 2022 and 2023. A 100-basis point change in market interest rates would have increased or decreased interest expense on the Senior Secured Credit Facility by $13.6 million during the year ended December 31, 2017.

~~Market risk on fixed-rate financial instruments.~~ Included in long-term corporate borrowings at December 31, 2017 were principal amounts of $230.0 million of our Senior Secured Notes due 2023, $600.0 million of our Notes due 2025, $375.0 million of our Notes due 2022, $595.0 million of our Notes due 2026, $475.0 million of our Notes due 2027, and £500.0 million ($675.1 million) of our Sterling Notes due 2024. Increases in market interest rates would generally cause a decrease in the fair value of the Notes due 2023, Notes due 2025, Notes due 2022, Notes due 2026, Notes due 2027 and Sterling Notes due 2024 and a decrease in market interest rates would generally cause an increase in fair value of the Notes due 2023, Notes due 2025, Notes due 2022, Notes due 2026, Notes due 2027, and Sterling Notes due 2024.

~~Foreign Currency Exchange Rate Risk.~~ We are also exposed to market risk arising from changes in foreign currency exchange rates as a result of our ownership of Odeon and Nordic. Odeon’s revenues and operating expenses are transacted in British Pounds and Euros, and Nordic’s revenues and operating expenses are transacted primarily in Swedish Krona and Euros. U.S. GAAP requires that our subsidiaries use the currency of the primary economic environment in which they operate as their functional currency. If Odeon and Nordic operate in a highly inflationary economy, U.S. GAAP requires that the U.S. dollar be used as the functional currency for Odeon and Nordic. Currency fluctuations in the countries in which we operate result in us reporting exchange gains (losses) or foreign currency translation adjustments. Based upon our ownership in Odeon and Nordic as of December 31, 2017, holding everything else constant, a 10% immediate, simultaneous, unfavorable change in all of the foreign currency exchange rates to which we are exposed, would increase the aggregate net earnings of our International markets reportable segment for the year ended December 31, 2017 by approximately $3.2 million.

~~Table of Contents~~

~~Item 8. Financial Statements and Supplementary Data~~

~~MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING~~

~~AMC Entertainment Holdings, Inc.~~

~~TO THE STOCKHOLDERS OF AMC ENTERTAINMENT HOLDINGS, INC.~~

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) of the Exchange Act. With management’s participation, an evaluation of the effectiveness of internal control over financial reporting was conducted as of December 31, 2017, based on the framework and criteria established in ~~Internal Control—Integrated Framework (2013)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company acquired Nordic Cinema Group Holding AB~~in March 2017. Due to the timing of the acquisition, and management excluded Nordic Cinemas Group Holding AB from its assessment of the effectiveness of the internal control over financial reporting as of December 31, 2017. The internal control over Nordic Cinema Group Holding AB’s financial reporting is associated with total assets of $1.3 billion and total revenues of $266.6 million included in the consolidated financial statements of AMC Entertainment Holdings, Inc. as of and for the year ended December 31, 2017. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2017. The effectiveness of our internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report that follows this report.


~~/s/ Adam M. Aron~~
~~Chief Executive Officer, Director and President~~


~~/s/ Craig R. Ramsey~~
~~Executive Vice President and Chief Financial Officer~~

~~Table of Contents~~

~~Report of Independent Registered Public Accounting Firm~~

To the Stockholders and Board of Directors
AMC Entertainment Holdings, Inc.:

~~Opinion on Internal Control Over Financial Reporting~~

~~We have audited AMC Entertainment Holdings, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2017, based on criteria established in~~ ~~Internal Control – Integrated Framework (2013)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)~~. ~~In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in~~ ~~Internal Control – Integrated Framework (2013)~~ ~~issued by the Committee of Sponsoring Organizations of the Treadway Commission.~~

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for each of the years in the three-year period ended December 31, 2017, and related notes (collectively, the “consolidated financial statements”), and our report dated March 1, 2018 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Nordic Cinema Group Holding AB during 2017, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, Nordic Cinema Group Holding AB’s internal control over financial reporting associated with total assets of $1.3 billion and total revenues of $266.6 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Nordic Cinema Group Holding AB.

~~Basis for Opinion~~

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~Definition and Limitations of Internal Control Over Financial Reporting~~

~~Table of Contents~~

~~detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.~~

~~/s/ KPMG LLP~~

~~Kansas City, Missouri~~
~~March 1, 2018~~

~~Table of Contents~~

~~Report of Independent Registered Public Accounting Firm~~

~~To the Stockholders and Board of Directors~~

~~AMC Entertainment Holdings, Inc.:~~

~~Opinion on the Consolidated Financial Statements~~

We have audited the accompanying consolidated balance sheets of AMC Entertainment Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for each of the years in the three‑year period ended December 31, 2017, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in ~~Internal Control – Integrated Framework (2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

~~Basis for Opinion~~

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~/s/ KPMG LLP~~

~~We have served as the Company’s auditor since 2009.~~

Kansas City, Missouri
March 1, 2018

~~Table of Contents~~

~~AMC ENTERTAINMENT HOLDINGS, INC.~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

Year Ended
(in millions, except share and per share amounts)

December 31, 2017

December 31, 2016

December 31, 2015
Revenues

Admissions

$
3,229.5

$
2,049.4

$
1,892.0
Food and beverage

1,548.4

1,019.1

910.1
Other theatre

301.3

167.4

144.8
Total revenues

5,079.2

3,235.9

2,946.9
Operating costs and expenses

Film exhibition costs

1,604.3

1,089.5

1,021.4
Food and beverage costs

252.1

142.2

128.6
Operating expense, excluding depreciation and amortization below

1,548.0

873.5

795.7
Rent

794.4

505.5

467.8
General and administrative:

Merger, acquisition and transaction costs

63.0

47.9

3.4
Other, excluding depreciation and amortization below

133.4

90.7

58.2
Depreciation and amortization

538.6

268.2

233.0
Impairment of long-lived assets

43.6

5.5

1.7
Operating costs and expenses

4,977.4

3,023.0

2,709.8
Operating income

101.8

212.9

237.1
Other expense (income):

Other expense (income)

(1.7)

(0.4)

10.7
Interest expense:

Corporate borrowings

231.6

110.7

96.8
Capital and financing lease obligations

42.4

10.8

9.2
Equity in (earnings) loss of non-consolidated entities

185.2

(47.7)

(37.1)
Investment income

(22.6)

(10.2)

(6.1)
Total other expense

434.9

63.2

73.5
Earnings (loss) before income taxes

(333.1)

149.7

163.6
Income tax provision

154.1

38.0

59.7
Net earnings (loss)

$
(487.2)

$
111.7

$
103.9
Earnings (loss) per share:

Basic

$
(3.80)

$
1.13

$
1.06
Diluted

$
(3.80)

$
1.13

$
1.06
Average shares outstanding:

Basic (in thousands)

128,246

98,838

97,963
Diluted (in thousands)

128,246

98,872

98,029
Dividends declared per basic and diluted common share

$
0.80

$
0.80

$
0.80

~~See Notes to Consolidated Financial Statements.~~

~~Table of Contents~~

~~AMC ENTERTAINMENT HOLDINGS, INC.~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)~~

Year Ended
(in millions)

December 31, 2017

December 31, 2016

December 31, 2015
Net earnings (loss)

$
(487.2)

$
111.7

$
103.9
Other comprehensive income (loss)

Unrealized foreign currency translation adjustment, net of tax

131.7

(3.9)

1.4
Pension and other benefit adjustments:

Net gain (loss) arising during the period, net of tax

(3.0)

(0.3)

0.2
Prior service credit arising during the period, net of tax

—

—

0.7
Amortization of net gain reclassified into general and administrative: other, net of tax

—

—

(1.7)
Amortization of prior service credit reclassified into general and administrative: other, net of tax

—

—

(1.8)
Curtailment gain reclassified into general and administrative: other, net of tax

—

—

(7.2)
Settlement gain reclassified into general and administrative: other, net of tax

—

—

(0.2)
Marketable securities:

Unrealized net holding gain arising during the period, net of tax

0.7

0.6

(1.1)
Realized net gain reclassified into investment income, net of tax

(0.4)

(1.8)

(0.2)
Equity method investees' cash flow hedge:

Unrealized net holding gain (loss) arising during the period, net of tax

—

(0.3)

(0.7)
Realized net loss (gain) reclassified into equity in earnings of non-consolidated entities, net of tax

(0.9)

0.4

0.5
Other comprehensive income (loss)

128.1

(5.3)

(10.1)
Total comprehensive income (loss)

$
(359.1)

$
106.4

$
93.8

~~See Notes to Consolidated Financial Statements.~~

~~Table of Contents~~

~~AMC ENTERTAINMENT HOLDINGS, INC.~~

~~CONSOLIDATED BALANCE SHEETS~~

(In millions, except share data)

December 31, 2017

December 31, 2016

ASSETS

Current assets:

Cash and cash equivalents

$
310.0

$
207.1

Restricted cash

8.3

23.1

Receivables, net

271.5

213.6

Assets held for sale

80.0

70.4

Other current assets

202.6

169.4

Total current assets

872.4

683.6

Property, net

3,116.5

3,035.9

Intangible assets, net

380.5

365.1

Goodwill

4,931.7

3,933.0

Deferred tax asset, net

28.9

90.4

Other long-term assets

475.9

533.8

Total assets

$
9,805.9

$
8,641.8

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$
569.6

$
501.8

Accrued expenses and other liabilities

351.1

329.0

Deferred revenues and income

401.0

277.2

Current maturities of corporate borrowings and capital and financing lease obligations

87.7

81.2

Total current liabilities

1,409.4

1,189.2

Corporate borrowings

4,220.1

3,745.8

Capital and financing lease obligations

578.9

609.3

Exhibitor services agreement

530.9

359.3

Deferred tax liability, net

49.6

21.0

Other long-term liabilities

903.8

706.5

Total liabilities

7,692.7

6,631.1

Commitments and contingencies

Class A common stock (temporary equity) ($.01 par value, 112,817 shares issued; 76,048 shares outstanding as of December 31, 2017 and 140,014 shares issued; 103,245 shares outstanding as of December 31, 2016)

0.8

1.1

Stockholders’ equity:

Class A common stock ($.01 par value, 524,173,073 shares authorized; 55,010,160 shares issued and 51,814,304 outstanding as of December 31, 2017; 34,236,561 shares issued and outstanding as of December 31, 2016)

0.5

0.3

Class B common stock ($.01 par value, 75,826,927 shares authorized; 75,826,927 shares issued and outstanding as of December 31, 2017 and December 31, 2016)

0.8

0.8

Additional paid-in capital

2,241.6

1,627.3

Treasury stock (3,232,625 shares as of December 31, 2017 and 36,769 shares as of December 31, 2016, at cost)

(48.2)

(0.7)

Accumulated other comprehensive income (loss)

125.6

(2.5)

Accumulated earnings (deficit)

(207.9)

384.4

Total stockholders’ equity

2,112.4

2,009.6

Total liabilities and stockholders’ equity

$
9,805.9

$
8,641.8

~~See Notes to Consolidated Financial Statements.~~

~~Table of Contents~~

~~AMC ENTERTAINMENT HOLDINGS, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Year Ended

December 31,

December 31,

December 31,

2017

2016

2015
Cash flows from operating activities:

Net earnings (loss)

$
(487.2)

$
111.7

103.9
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Depreciation and amortization

538.6

268.2

233.0
Loss on NCM charged to merger, acquisition and transaction costs

22.6

—

—
Loss on extinguishment of debt

0.5

—

—
Deferred income taxes

157.8

34.1

51.6
Impairment of long-lived assets

43.6

5.5

1.7
Amortization of net premium on corporate borrowings

(2.7)

0.2

0.8
Amortization of deferred charges to interest expense

12.7

6.1

3.5
Theatre and other closure expense

3.0

5.2

5.0
Non-cash portion of stock-based compensation

5.7

4.9

10.5
Loss (gain) on dispositions

(2.5)

(2.4)

0.3
Loss on disposition of NCM

22.6

—

—
Gain on sale of Open Road

(17.2)

—

—
Repayment of Nordic interest rate swaps

(2.6)

—

—
Equity in (earnings) and loss from non-consolidated entities, net of distributions

(3.9)

(15.4)

(9.6)
NCM other-than-temporary impairment loss

208.0

—

—
Landlord contributions

133.3

125.1

83.3
Deferred rent

(52.9)

(33.7)

(24.5)
Net periodic benefit cost (credit)

0.6

0.7

(18.2)
Change in assets and liabilities, excluding acquisitions:

Receivables

(36.6)

(56.7)

(1.4)
Other assets

18.3

(29.1)

(2.8)
Accounts payable

34.7

21.5

41.3
Accrued expenses and other liabilities

(21.4)

(18.4)

(8.7)
Other, net

(16.3)

4.2

(2.2)
Net cash provided by operating activities

558.7

431.7

467.5
Cash flows from investing activities:

Capital expenditures

(626.8)

(421.7)

(333.4)
Acquisition of Nordic Cinemas Group, net of cash acquired

(583.5)

—

—
Acquisition of Odeon and UCI Cinemas Limited, net of cash acquired

—

(438.7)

—
Acquisition of Carmike Cinemas, Inc., net of cash acquired

—

(497.8)

—
Acquisition of Starplex Cinemas

—

0.7

(172.9)
Proceeds from sale leaseback transactions

136.2

—

—
Proceeds from disposition of NCM, Inc. shares, net

89.0

—

—
Proceeds from disposition of Open Road

9.2

—

—
Proceeds from disposition of long-term assets

24.1

19.9

0.6
Investments in non-consolidated entities, net

(11.1)

(10.5)

(1.9)
Other, net

(2.3)

(6.5)

(1.8)
Net cash used in investing activities

(965.2)

(1,354.6)

(509.4)
Cash flows from financing activities:

Proceeds from issuance of Term Loan due 2023

—

498.7

—
Proceeds from issuance of Senior Subordinated Sterling Notes due 2024

327.8

310.0

—
Proceeds from issuance of Senior Subordinated Notes due 2026

—

595.0

—
Proceeds from issuance of Senior Subordinated Notes due 2027

475.0

—

—
Proceeds from issuance of bridge loan due 2017

—

350.0

—
Payment of Odeon Senior Subordinated GBP Notes due 2018

—

(380.7)

—
Payment of Odeon Senior Subordinated EUR Notes due 2018

—

(212.5)

—

~~Table of Contents~~

Payment of Nordic SEK Term Loan

(144.4)

—

—
Payment of Nordic EUR Term Loan

(169.5)

—

—
Proceeds from issuance of Senior Subordinated Notes due 2025

—

—

600.0
Proceeds from extension and modification of Term Loan due 2022

—

—

124.4
Proceeds from issuance of Senior Subordinated Notes due 2022

—

—

—
Net proceeds from equity offering

616.8

—

—
Repurchase of Senior Subordinated Notes due 2020

—

—

(645.7)
Borrowings (repayments) under Revolving Credit Facility

—

(75.0)

75.0
Principal payment of Bridge Loan due 2017

(350.0)

—

—
Payment of stock issuance offering costs

—

(0.8)

—
Principal payments under Term Loan

(12.6)

(8.8)

(5.8)
Principal payments under capital and financing lease obligations

(70.7)

(10.8)

(7.8)
Principal payments under promissory note

(1.4)

(1.4)

(1.4)
Principal amount of coupon payment under Senior Subordinated Notes due 2020

—

—

(3.5)
Cash used to pay for deferred financing costs

(33.6)

(65.9)

(21.3)
Cash used to pay dividends

(104.6)

(79.6)

(78.6)
Taxes paid for restricted unit withholdings

(6.5)

—

—
Purchase of treasury stock

(34.0)

—

—
Net cash provided by financing activities

492.3

918.2

35.3
Effect of exchange rate changes on cash and equivalents

17.1

0.6

(0.4)
Net increase (decrease) in cash and equivalents

102.9

(4.1)

(7.0)
Cash and equivalents at beginning of period

207.1

211.2

218.2
Cash and equivalents at end of period

$
310.0

$
207.1

$
211.2
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the period for:

Interest (including amounts capitalized of $0.3 million, $0.2 million and $0.3 million)

$
226.7

$
105.4

$
103.9
Income taxes paid, net

$
10.9

$
4.7

5.3
Schedule of non-cash activities:

Investment in NCM (See Note 5-Investments)

$
235.2

$
—

$
76.1
Construction payables at period end

$
82.7

$
86.9

$
37.1
Accrued treasury stock payable at period end

$
13.5

$
—

$
—
See Note 2-Acquisitions for non-cash activities related to acquisitions

~~See Notes to Consolidated Financial Statements.~~

~~Table of Contents~~

~~AMC ENTERTAINMENT HOLDINGS, INC.~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)~~

Accumulated

Class A Voting

Class B Voting

Additional

Other

Accumulated

Total

Common Stock

Common Stock

Paid-in

Treasury

Comprehensive

Earnings

Stockholders’
(In millions, except share and per share data)

Shares

Amount

Shares

Amount

Capital

Stock

Income (Loss)

(Deficit)

Equity
Balance December 31, 2014

21,423,839

$
0.2

75,826,927

$
0.8

$
1,172.5

$
(0.7)

$
12.9

$
327.1

$
1,512.8
Net earnings

—

—

—

—

—

—

—

103.9

103.9
Other comprehensive loss

—

—

—

—

—

—

(10.1)

—

(10.1)
Dividends declared

—

—

—

—

—

—

—

(78.6)

(78.6)
Tax benefit for dividend equivalents paid on RSUs and PSUs

—

—

—

—

0.3

—

—

—

0.3
RSUs surrendered to pay for payroll taxes

—

—

—

—

(0.1)

—

—

—

(0.1)
Stock-based compensation

15,312

—

—

—

10.5

—

—

—

10.5
Adoption of ASU No. 2016-09

—

—

—

—

(0.3)

—

—

0.3

—
Reclassification from temporary equity

5,939

—

—

—

—

—

—

—

—
Balance December 31, 2015

21,445,090

0.2

75,826,927

0.8

1,182.9

(0.7)

2.8

352.7

1,538.7
Net earnings

—

—

—

—

—

—

—

111.7

111.7
Other comprehensive loss

—

—

—

—

—

—

(5.3)

—

(5.3)
Dividends declared

—

—

—

—

—

—

—

(80.0)

(80.0)
RSUs surrendered to pay for payroll taxes

—

—

—

—

(0.5)

—

—

—

(0.5)
Stock-based compensation

38,000

—

—

—

4.9

—

—

—

4.9
Reclassification from temporary equity

27,197

—

—

—

0.2

—

—

—

0.2
Wanda capital contribution

—

—

—

—

10.0

—

—

—

10.0
Issuance of common stock related to Odeon and UCI Cinemas Holdings Limited acquisition, net of issuance costs

4,536,466

—

—

—

156.4

—

—

—

156.4
Issuance of common stock related to Carmike Cinemas, Inc. acquisition, net of issuance costs

8,189,808

0.1

—

—

273.4

—

—

—

273.5
Balance December 31, 2016

34,236,561

$
0.3

75,826,927

$
0.8

$
1,627.3

$
(0.7)

$
(2.5)

$
384.4

$
2,009.6
Net loss

—

—

—

—

—

—

—

(487.2)

(487.2)
Other comprehensive income

—

—

—

—

—

—

128.1

—

128.1
Dividends declared

—

—

—

—

—

—

—

(105.1)

(105.1)
Additional offering

20,330,874

0.2

—

—

616.6

—

—

—

616.8
RSUs surrendered to pay for payroll taxes

—

—

—

—

(6.5)

—

—

—

(6.5)
Stock-based compensation

415,528

—

—

—

3.9

—

—

—

3.9
Share repurchases

—

—

—

—

—

(47.5)

—

—

(47.5)
Reclassification from temporary equity

27,197

—

—

—

0.3

—

—

—

0.3
Balance December 31, 2017

55,010,160

$
0.5

75,826,927

$
0.8

$
2,241.6

$
(48.2)

$
125.6

$
(207.9)

$
2,112.4

~~See Notes to Consolidated Financial Statements~~

~~Table of Contents~~

~~AMC ENTERTAINMENT HOLDINGS, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Years Ended December 31, 2017, 2016, 2015~~

~~NOTE 1 – THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES~~

On March 31, 2016, AMC Entertainment Inc. merged with and into Holdings, its direct parent company. In connection with the merger, Holdings assumed all of the obligations pursuant to the indentures to the 5.875% Senior Subordinated Notes due 2022 (“Notes due 2022”), the 5.75% Senior Subordinated Notes due 2025 (“Notes due 2025”) and the Credit Agreement, dated as of April 30, 2013 (as subsequently amended).

As of December 31, 2017, Wanda owned approximately 59.37% of Holdings’ outstanding common stock and 81.43% of the combined voting power of Holdings’ outstanding common stock and has the power to control Holdings’ affairs and policies, including with respect to the election of directors (and, through the election of directors, the appointment of management), entering into mergers, sales of substantially all of the Company’s assets and other extraordinary transactions.

~~Use of Estimates:~~ The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to: (1) Impairments, (2) Income and operating taxes, (3) Fair value of acquired assets and liabilities, and (4) Gift card and exchange ticket income. Actual results could differ from those estimates.

~~Principles of Consolidation:~~ The consolidated financial statements include the accounts of Holdings and all subsidiaries, as discussed above. All significant intercompany balances and transactions have been eliminated in consolidation. There are no noncontrolling (minority) interests in the Company’s consolidated subsidiaries; consequently, all of its stockholders’ equity (deficit), net earnings (loss) and comprehensive income (loss) for the periods presented are attributable to controlling interests. The Company manages its business under two reportable segments for its theatrical exhibition operations, U.S. marketsrespectively, and International ~~markets.~~

~~Revenues:~~ ~~Revenues are recognized when admissions~~aggregated accumulated benefit obligations were $66.8 million and $125.0 million, respectively.

The Company does not expect to make a material contribution to the U.S. pension plans during the year ended December 31, 2022. The Company intends to make future cash contributions to the plans in an amount necessary to meet minimum funding requirements according to applicable benefit plan regulations.

The weighted-average assumptions used to determine benefit obligations are as follows:


	U.S. Pension Benefits		International Pension Benefits
	December 31, 2022	December 31, 2021	December 31, 2022	December 31, 2021
Discount rate	4.97%	2.66%	4.82%	1.79%
Rate of compensation increase	N/A	N/A	2.19%	2.28%

The weighted-average assumptions used to determine net periodic benefit cost are as follows:


	U.S. Pension Benefits			International Pension Benefits
	Year Ended			Year Ended
	December 31,	December 31,	December 31,	December 31,	December 31,	December 31,
	2022	2021	2020	2022	2021	2020
Discount rate	2.66%	2.26%	3.07%	1.79%	1.78%	1.97%
Weighted average expected long-term return on plan assets	6.56%	6.57%	6.70%	1.57%	1.28%	2.15%
Rate of compensation increase	N/A	N/A	N/A	2.28%	2.29%	2.27%

The offset to the pension liability is recorded in equity as a component of accumulated other comprehensive (income) loss. For further information, see Note 14—Accumulated Other Comprehensive Income (Loss) for pension amounts and activity recorded in accumulated other comprehensive income.

For the years ended December 31, 2022, December 31, 2021, and December 31, 2020, net periodic benefit costs (credits) were $(0.6) million, $(0.9) million, and $1.8 million, respectively. The non-operating component of net periodic benefit costs is recorded in other expense (income) in the consolidated statements of operations. During the year ended December 31, 2020, before the Sweden pension benefit plan was frozen, the service cost component of net periodic benefit cost was recorded in general and administrative other.

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The following table provides the benefits expected to be paid in each of the next five years, and in the aggregate for the five years thereafter:


(In millions)	U.S. Pension Benefits		International Pension Benefits
2023	$	4.6	$	3.0
2024		4.5		3.1
2025		4.7		3.1
2026		4.9		3.2
2027		5.0		3.3
Years 2028 - 2031		26.9		17.8

The Company’s investment objectives for its U.S. defined benefit pension plan investments are: (1) to preserve the value of its principal; (2) to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3) to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4) to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan’s cash flow benefit needs. A weighted average targeted allocation percentage is assigned to each asset class as follows: equity securities of 37%, debt securities of 59%, and private real estate of 4%. The International pension benefit plans do not have an established asset target allocation.

Investments in the pension plan assets are measured at fair value on a recurring basis. As of December 31, 2022, for the U.S. investment portfolio, 90% were valued using the net asset value per share (or its equivalent) as a practical expedient and 10% of the investment included pooled separate accounts valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy). As of December 31, 2022, for the International investment portfolio 1% consisting of cash and equivalents was valued using quoted market prices from actively traded markets (Level 1 of the fair value hierarchy), 38% included mutual funds and collective trust funds valued using market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information (Level 2 of the fair value hierarchy) and 61% were valued using the net asset value per share (or its equivalent) as a practical expedient.

Under the defined contribution plan, the Company sponsors a voluntary 401(k) savings plan covering certain U.S. employees age 21 or older and who are not covered by a collective bargaining agreement. Under the Company’s 401(k) Savings Plan, except during the 2020 furlough period, the Company matched 100% of each eligible employee’s elective contributions up to 3% and 50% of contributions up to 5% of the employee’s eligible compensation.

Income and Operating Taxes. The Company accounts for income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment.

Holdings and its domestic subsidiaries file a consolidated U.S. federal income tax return and combined income tax returns in certain state jurisdictions. Foreign subsidiaries file income tax returns in foreign jurisdictions. Income taxes are determined based on separate Company computations of income or loss. Tax sharing arrangements are in place and utilized when tax benefits from affiliates in the consolidated group are used to offset what would otherwise be taxable income generated by Holdings or another affiliate.

Casualty Insurance. The Company is self-insured for general liability up to $1.0 million per occurrence and carries a $0.5 million deductible limit per occurrence for workers’ compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December 31, 2022 and December 31, 2021, the Company recorded casualty insurance reserves of $30.7 million and $34.6 million, respectively. The Company recorded expenses related to general liability and workers’ compensation claims of $49.8 million, $37.1 million, and $32.8 million for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively. Casualty insurance expense is recorded in operating expense.

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Government Assistance. The Company recognizes government assistance when the conditions of the grant have been met and there is reasonable assurance that the assistance will be received. Grants relating to specific costs are treated as a reduction of that cost in the consolidated statement of operations. General grants are recorded within other expense (income). Grants related to the construction of long-lived assets are treated as reductions to the cost of the associated assets. During the year ended December 31, 2022 the Company recognized government assistance in other income of $25.8 million, primarily related to grants in Italy and Germany. The general requirements of the grants were that the grantees must have lost income due to the COVID-19 pandemic. In Germany, the grants can potentially be subject to a final audit, however the Company believes the risk of claw-back is remote and therefore have recognized the entire award received. Additionally, the Company recognized $1.9 million of government assistance as reduction to property, net during the twelve months ended December 31, 2022. The assistance relates to the construction of capital assets related to the innovation, modernization, and digitalization of the theatrical exhibition industry.

Other Expense (Income): The following table sets forth the components of other expense (income):


	Year Ended
	December 31,		December 31,		December 31,
(In millions)	2022		2021		2020
Derivative liability fair value adjustment for embedded conversion feature in the Convertible Notes	$	—	$	—	$	89.4
Derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement		—		—		19.6
Credit losses (income) related to contingent lease guarantees		(0.2)		(5.7)		15.0
Governmental assistance due to COVID-19 - International markets		(23.0)		(81.5)		(38.6)
Governmental assistance due to COVID-19 - U.S. markets		(2.8)		(5.6)		—
Foreign currency transaction gains		(12.3)		(9.8)		(2.8)
Non-operating components of net periodic benefit cost (income)		(0.6)		(0.7)		1.1
Loss on extinguishment - First Lien Notes due 2025		47.7		—		—
Loss on extinguishment - First Lien Notes due 2026		54.4		—		—
Loss on extinguishment - First Lien Toggle Notes due 2026		32.9		14.4		—
Gain on extinguishment - Second Lien Notes due 2026		(75.0)		—		(93.6)
Gain on extinguishment - Senior Subordinated Notes due 2027		(3.7)		—		—
Loss on debt extinguishment - Odeon Term Loan Facility		36.5		—		—
Financing fees related to modification of debt		—		1.0		39.3
Business interruption insurance recoveries		(0.3)		—		(0.5)
Other expense (income)	$	53.6	$	(87.9)	$	28.9

Accounting Pronouncements Recently Adopted

Government Assistance. In November 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance (“ASU 2021-10”). The amendments in ASU 2021-10 require annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy, including (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. On January 1, 2022, the Company adopted ASU 2021-10. See Note 1 for further information regarding government assistance.

Accounting Pronouncements Issued Not Yet Adopted

None.

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NOTE 2—REVENUE RECOGNITION

Disaggregation of Revenue. Revenue is disaggregated in the following tables by major revenue types and by timing of revenue recognition:


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Major revenue types
Admissions	$	2,201.4	$	1,394.2	$	712.1
Food and beverage		1,313.7		857.3		362.4
Other theatre:
Advertising		122.7		95.3		80.5
Other theatre		273.6		181.1		87.4
Other theatre		396.3		276.4		167.9
Total revenues	$	3,911.4	$	2,527.9	$	1,242.4


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Timing of revenue recognition
Products and services transferred at a point in time	$	3,579.9	$	2,325.5	$	1,086.0
Products and services transferred over time (1)		331.5		202.4		156.4
Total revenues	$	3,911.4	$	2,527.9	$	1,242.4

(1)

Amounts primarily include subscription and advertising revenues.

The following tables provide the balances of receivables and deferred revenue income:


(In millions)	December 31, 2022		December 31, 2021
Current assets
Receivables related to contracts with customers	$	92.3	$	85.4
Miscellaneous receivables		74.3		83.1
Receivables, net	$	166.6	$	168.5


(In millions)	December 31, 2022		December 31, 2021
Current liabilities
Deferred revenue related to contracts with customers	$	398.8	$	405.1
Miscellaneous deferred income		3.9		3.5
Deferred revenue and income	$	402.7	$	408.6

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The significant changes in contract liabilities with customers included in deferred revenues and income are as follows:


	Deferred Revenues
	Related to Contracts
(In millions)	with Customers
Balance December 31, 2020	$	400.6
Cash received in advance (1)		186.1
Customer loyalty rewards accumulated, net of expirations:
Admission revenues (2)		11.0
Food and beverage revenues (2)		20.3
Other theatre revenues (2)		(0.2)
Reclassification to revenue as the result of performance obligations satisfied:
Admission revenues (3)		(127.4)
Food and beverage revenues (3)		(39.3)
Other theatre revenues (4)		(42.1)
Foreign currency translation adjustment		(3.9)
Balance December 31, 2021	$	405.1
Cash received in advance (1)		292.0
Customer loyalty rewards accumulated, net of expirations:
Admission revenues (2)		14.9
Food and beverage revenues (2)		22.7
Other theatre revenues (2)		(0.4)
Reclassification to revenue as the result of performance obligations satisfied:
Admission revenues (3)		(205.2)
Food and beverage revenues (3)		(57.5)
Other theatre revenues (4)		(66.7)
Foreign currency translation adjustment		(6.1)
Balance December 31, 2022	$	398.8

(1)

Includes movie tickets, food and beverage, ~~sales are received at the theatres~~gift cards, exchange tickets, and ~~are reported~~AMC Stubs^® and other loyalty membership fees.

(2)

Amount of rewards accumulated, net of ~~sales tax. The Company defers 100%~~expirations, that are attributed to AMC Stubs^® and other loyalty programs.

(3)

Amount of ~~the revenue associated with the sales of~~rewards redeemed that are attributed to gift cards, ~~and~~ exchange tickets, ~~until such time as the items are redeemed or income from non-redemption is recorded. The Company recognizes~~movie tickets, AMC Stubs^® loyalty programs and other loyalty programs.

(4)

Amounts relate to income from non-redeemed or partially redeemed gift cards, using the Proportional Method where it applies a non-redemption rate for its four gift card sales channels, which ranges from 15% to 21% of the current month sales, and the Company recognizes the total amount of income for that current month’s sales as income over the next 24 months in proportion to the pattern of actual redemptions. The Company has determined its non-redeemed rates and redemption patterns using data accumulated over ten years on a company-wide basis. Income for non-redeemed exchange tickets, ~~continues~~AMC Stubs^® loyalty membership fees and other loyalty programs.

The significant changes to contract liabilities included in the ESA in the consolidated balance sheets, are as follows:


	Exhibitor Services
(In millions)	Agreement (1)
Balance December 31, 2020	$	537.6
Negative Common Unit Adjustment–reduction of common units (1)		(9.2)
Reclassification of the beginning balance to other theatre revenue, as the result of performance obligations satisfied		(18.0)
Balance December 31, 2021	$	510.4
Common Unit Adjustment–additions of common units		15.0
Reclassification of portion of the beginning balance to other theatre revenue, as the result of performance obligations satisfied		(19.6)
Balance December 31, 2022	$	505.8

(1)

Represents the carrying amount of the NCM common units that were previously received under the annual Common Unit Adjustment. The deferred revenues are being amortized to be recognized as the redemption of these items is determined to be remote, that is if a ticket has not been used within 18 months after being purchased. During the years ended December 31, 2017, December 31, 2016, and December 31, 2015, the Company recognized $28.9 million, $22.9 million, and $22.9 million, of income, respectively, related to the derecognition of gift card liabilities, which was recorded in other theatre revenues inover the Consolidated Statements of Operations. During the years ended December 31, 2017, December 31, 2016, and December 31, 2015, the Company recognized $11.9 million, $13.6 million, and $12.1 million of income, respectively, related to the derecognition of exchange ticket liabilities, which was recorded in other theatre revenues in the Consolidated Statements of Operations.

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~~Film Exhibition Costs:~~ ~~Film exhibition costs are accrued based on the applicable box office receipts and estimates~~
remainder of the final settlement to the film licenses. Film exhibition costs include certain advertising costs. As of December 31, 2017 and December 31, 2016, the Company recorded film payables of $229.4 million and $203.6 million, respectively, which are included in accounts payable in the accompanying Consolidated Balance Sheets.
~~Food and Beverage Costs:~~ ~~The Company records rebate payments from vendors as a reduction of food and beverage costs when earned.~~
~~Screen Advertising:~~ ~~The Company records its share of on-screen advertising revenues generated in other theatre revenues.~~
~~Customer Frequency Program:~~ ~~AMC Stubs~~® is a customer loyalty program which allows members to earn rewards, receive discounts and participate in exclusive members-only offerings and services. In July 2016, the Company completed a national relaunch of its AMC Stubs® ~~loyalty program featuring both a traditional paid tier called AMC Stubs Premiere~~TM ~~and a new non-paid tier called AMC Stubs Insider~~TM~~. Both programs reward loyal guests for their patronage of AMC Theatres. The AMC Stubs Insider~~TM tier rewards guests for simply coming to the movies, and benefits include free refills on certain food items, discount ticket offers, a birthday gift and 20 reward points earned for every dollar spent. For a $15.00 annual membership fee, AMC Stubs PremiereTM members enjoy express service with specially marked shorter lines at the box office and concession stand, free size upgrades on certain food and beverage items, discount ticket offers, a birthday gift, discounted online ticketing fees and 100 reward points for every dollar spent. Some30-year term of the ~~rewards earned are redeemable on future purchases at AMC locations. Once an AMC Stubs Premiere~~TM ~~or AMC Stubs Insider~~TM ~~member accumulates 5,000 points they will earn a $5.00 virtual reward.~~
The portion of the admissions and food and beverage revenues attributed to the rewards is deferred as a reduction of admissions and food and beverage revenues and is allocated between admissions and food and beverage revenues based on expected member redemptions. Upon redemption, deferred rewards are recognized as revenues along with associated cost of goods. Converted rewards not redeemed within nine months are forfeited and recognized as admissions or food and beverage revenues. Progress rewards (member expenditures toward converted or earned rewards) for expired memberships are forfeited based upon specified periods of inactivity of the membership and recognized as admissions or food and beverage revenues. The program's annual membership fee is deferred, net of estimated refunds, and is recognized ratably over the one-year membership periodESA ending in ~~other revenues.~~
~~Advertising Costs:~~ The Company expenses advertising costs as incurred and does not have any direct-response advertising recorded as assets. Advertising costs were $39.9 million, $10.1 million, and $10.3 million for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively, and are recorded in operating expense in the accompanying Consolidated Statements of Operations.
~~Cash and Equivalents:~~ ~~All highly liquid debt instruments and investments purchased with an original maturity of three months or less are classified as cash equivalents.~~
~~Intangible Assets:~~ Intangible assets were recorded at fair value, in the case of intangible assets resulting from the acquisition of Holdings by Wanda on August 30, 2012 and other theatre acquisitions, and are comprised of amounts assigned to theatre leases acquired under favorable terms, management contracts, a contract with an equity method investee, and a non-compete agreement, each of which are being amortized on a straight-line basis over the estimated remaining useful lives of the assets, and trademark and trade names, which are considered either definite or indefinite-lived intangible assets. Indefinite-lived intangible assets are not amortized but rather evaluated for impairment annually.
The Company first assesses the qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. ForFebruary 2037.

Transaction Price Allocated to the Remaining Performance Obligations.The following table includes the amount of NCM ESA, included in exhibitor services agreement in the Company’s consolidated balance sheets, that is expected to be recognized as revenues in the future related to performance obligations that are unsatisfied as of December 31, 2022:


(In millions)	Exhibitor Services Agreement
Year ended 2023	$	21.1
Year ended 2024		22.6
Year ended 2025		24.4
Year ended 2026		26.2
Year ended 2027		28.2
Years ended 2028 through February 2037		383.3
Total	$	505.8

Gift Cards and Exchange Tickets. The total amount of non-redeemed gift cards and exchange tickets included in deferred revenues and income as of December 31, 2022 was $315.3 million. This will be recognized as revenues as the gift cards and exchange tickets are redeemed or as the non-redeemed gift card and exchange ticket revenues are recognized in proportion to the pattern of actual redemptions, which is estimated to occur over the next 24 months.

Loyalty Programs. As of December 31, 2022, the amount of deferred revenues allocated to the loyalty programs included in deferred revenues and income was $67.2 million. The earned points will be recognized as revenue as the points are redeemed, which is estimated to occur over the next 24 months. The AMC Stubs Premiere^TMannual membership fee is recognized ratably over the one-year membership period.

The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

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NOTE 3—LEASES

The Company leases theatres and equipment under operating and finance leases. The Company typically does not believe that exercise of the renewal options is reasonably certain at the lease commencement and, therefore, considers the initial base term as the lease term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index and other indexes not to exceed certain specified amounts and variable rentals based on a percentage of revenues. The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as an adjustment to the right-of-use asset and amortizes the balance as a reduction to rent expense over the base term of the lease agreement. Equipment leases primarily consist of food and beverage equipment.

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. In instances where there were no substantive changes to the lease terms, i.e., modifications that resulted in total payments of the modified lease being substantially the same or less than the total payments of the existing lease, the Company elected the relief as provided by the FASB staff related to the accounting for certain lease concessions. The Company elected not to account for these concessions as a lease modification, and therefore the Company has remeasured the related lease liability and right-of-use asset but did not reassess the lease classification or change the discount rate to the current rate in effect upon the remeasurement. The deferred payment amounts have been recorded in the Company’s lease liabilities to reflect the change in the timing of payments. The deferred payment amounts included in current maturities of operating lease liabilities and long-term operating lease liabilities are reflected in the consolidated statements of cash flows as part of the change in accrued expenses and other liabilities. Those leases that did not meet the criteria for treatment under the FASB relief were evaluated as lease modifications. The deferred payment amounts included in accounts payable for contractual rent amounts due and not paid are reflected in accounts payable on the consolidated balance sheets and in the consolidated statements of cash flows as part of the change in accounts payable. In addition, the Company included deferred lease payments in operating lease right-of-use assets as a result of lease remeasurements.

A summary of deferred payment amounts related to rent obligations for which payments were deferred to 2023 and future years are provided below:


	As of				As of
	December 31,		Decrease		December 31,
(In millions)	2021		in deferred amounts		2022
Fixed operating lease deferred amounts (1)	$	299.3	$	(149.0)	$	150.3
Finance lease deferred amounts		2.4		(1.5)		0.9
Variable lease deferred amounts		13.4		(7.4)		6.0
Total deferred lease amounts	$	315.1	$	(157.9)	$	157.2

(1)

During the year ended December 31, ~~2015,~~2022, the ~~Company recorded an intangible asset impairment charge~~decrease in fixed operating lease deferred amounts includes $144.6 million of $0.8 million related to a favorable lease on one theatre with six screens, recorded in impairment of long-lived assets. There were no intangible asset impairment charges incurred during the years ended December 31, 2017 and December 31, 2016.

~~Investments:~~ The Company accounts for its investments in non-consolidated entities using either the cost or equity methods of accounting as appropriate, and has recorded the investments within other long-term assets in its Consolidated Balance Sheets. Equity earnings and losses are recorded when the Company’s ownership interest provides

~~Table of Contents~~

the Company with significant influence. The Company follows the guidance in ASC 323-30-35-3, which prescribes the use of the equity method for investments where the Company has significant influence. The Company classifies gains and losses on sales of investments or impairments accounted for using the cost method in investment income. Gains and losses on cash sales are recorded using the weighted average cost of all interestsdecreases in the investments. Gains and losses related to non-cash negative common unit adjustments are recorded using the weighted average cost of those units in NCM. See Note 5 – Investments for further discussion of the Company’s investments in NCM. As of December 31, 2017, the Company holds equity method investments comprised of a 14.5% interest in NCM, a joint venture that markets and sells cinema advertising and promotions; a 15.8% interest in SV Holdco LLC (“SV Holdco”) Class C units and a 0.7% interest in SV Holdco Class A units, a joint venture that markets and sells cinema advertising and promotions through Screenvision; a 50% interest in Digital CineMedia Ltd. (“DCM”), a joint venture that provides advertising services in International markets; a 32.0% interest in AC JV, LLC (“AC JV”), a joint venture that owns Fathom Events offering alternative content for motion picture screens; a 29% interest in Digital Cinema Implementation Partners LLC (“DCIP”), a joint venture charged with implementing digital cinema in the Company’s theatres; a 14.6% interest in Digital Cinema Distribution Coalition, LLC (“DCDC”), a satellite distribution network for feature films and other digital cinema content; a 50% ownership interest in five U.S. motion picture theatres and one IMAX® ~~screen; and approximately 50% ownership interest in 57 theatres in Europe acquired in the Nordic acquisition. Indebtedness held by equity method investees is non-recourse to the Company.~~

~~Goodwill:~~ Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets related to the acquisition of Holdings by Wanda on August 30, 2012 and subsequent theatre business acquisitions. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of goodwill for impairment.

~~The Company’s recorded goodwill was $4,931.7 million and $3,933.0 million~~deferred balances as of December 31, ~~2017~~2021 related to payments and ~~December 31, 2016, respectively.~~ abatements.

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The following table reflects the lease costs for the years indicated below:


		Year Ended
		December 31,		December 31,		December 31,
(In millions)	Consolidated Statements of Operations	2022		2021		2020
Operating lease cost
Theatre properties	Rent	$	812.0	$	775.4	$	813.7
Theatre properties	Operating expense		5.4		1.1		2.8
Equipment	Operating expense		8.6		10.7		14.6
Office and other	General and administrative: other		5.3		5.4		5.4
Finance lease cost
Amortization of finance lease assets	Depreciation and amortization		2.6		4.6		6.7
Interest expense on lease liabilities	Finance lease obligations		4.1		5.2		5.9
Variable lease cost
Theatre properties	Rent		74.2		52.6		70.4
Equipment	Operating expense		60.0		43.4		6.4
Total lease cost		$	972.2	$	898.4	$	925.9

The following table represents the weighted-average remaining lease term and discount rate as of December 31, 2022:


	As of December 31, 2022
	Weighted Average		Weighted Average
	Remaining		Discount
Lease Term and Discount Rate	Lease Term (years)		Rate
Operating leases		9.4		10.0%
Finance leases		13.6		6.4%

Cash flow and supplemental information is presented below:


	Year Ended
	December 31,		December 31,		December 31,
(In millions)	2022		2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases	$	(3.8)	$	(2.9)	$	(3.2)
Operating cash flows used in operating leases		(1,032.4)		(883.2)		(446.5)
Financing cash flows used in finance leases		(9.4)		(9.0)		(6.2)

Landlord contributions:
Operating cashflows provided by operating leases		19.9		22.0		43.6
Supplemental disclosure of noncash leasing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)		277.3		196.6		201.5

(1)

Includes lease extensions and option exercises.

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Minimum annual payments required under existing operating and finance leases and the net present value thereof as of December 31, 2022 are as follows:


	Operating Lease		Financing Lease
(In millions)	Payments (2)		Payments (2)
2023 (1)	$	973.2		9.1
2024		862.1		8.2
2025		812.7		7.5
2026		748.0		7.3
2027		684.9		7.4
Thereafter		3,318.6		51.1
Total lease payments		7,399.5		90.6
Less imputed interest		(2,579.5)		(31.8)
Total operating and finance lease liabilities, respectively	$	4,820.0	$	58.8

(1)

The ~~Company evaluates goodwill~~minimum annual payments table above does not include contractual cash rent amounts that were due and its indefinite-lived trademark and trade names for impairment annually as of the beginning of the fourth quarter or more frequently as specific events or circumstances dictate. The Company’s goodwill isnot paid, which are recorded ~~in each of its three reporting units for its Domestic Theatres, Odeon Theatres, and Nordic Theatres.~~

The Company performed an interim impairment analysis during the third quarter of 2017 and reached a determination that there was no goodwill or trademark and tradename impairment. The Company performed its annual impairment analysis during the fourth quarter of calendar 2017 and the fourth quarter of calendar 2016, and reached a determination that there was no goodwill or trademark and trade name impairment. According to Accounting Standards Codification (“ASC”) 350-20, the Company has an option to first assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. During the fourth quarter of calendar 2017 and the fourth quarter of calendar 2016, the Company assessed qualitative factors and reached a determination that it is not more likely than not that the fair value of the Company’s reporting units are less than their carrying values, and therefore, no impairment charge was incurred.

~~Other Long-term Assets~~: Other long-term assets are comprised principally of investments in partnerships and joint ventures, costs incurred in connection with the Company’s line-of-credit revolving credit arrangement, which is being amortized to interest expense using the effective interest rate method over the respective life of the issuance, and capitalized computer software, which is amortized over the estimated useful life of the software. See Note 6 – Supplemental Balance Sheet Information.

~~Accounts Payable:~~ Under the Company’s cash management system, checks issued but not presented to banks frequently result in book overdraft balances for accounting purposes and are classified within accounts payable in the balance sheet. The change in book overdrafts are reported as a component of operating cash flows for accounts payable as they do not represent bank overdrafts. The amount of these checks included in accounts payable as ~~of December 31, 2017~~shown below, including estimated repayment dates:


	Accounts Payable
(In millions)	Lease Payments
Twelve months ended December 31, 2023	$	24.9

(2)

The minimum annual payments table above includes deferred undiscounted cash rent amounts that were due and ~~December 31, 2016 was $72.8 million~~not paid related to operating and ~~$60.3 million, respectively.~~finance leases, as shown below:


	Operating Lease		Financing Lease
(In millions)	Payments		Payments
2023	$	81.7	$	0.6
2024		15.9		—
2025		5.7		—
2026		4.2		—
2027		3.4		—
Thereafter		20.8		—
Total deferred lease amounts	$	131.7	$	0.6

As of December 31, 2022, the Company had signed additional operating lease agreements for three theatres that have not yet commenced of approximately $78.9 million, which are expected to commence between 2023 and 2024, and carry lease terms of approximately 10 to 20 years. The timing of lease commencement is dependent on the landlord providing the Company with control and access to the related facility.

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NOTE 4—PROPERTY

A summary of property is as follows:


(In millions)	December 31, 2022		December 31, 2021
Property owned:
Land	$	73.7	$	83.2
Buildings and improvements		209.4		215.1
Leasehold improvements		1,880.8		1,852.4
Furniture, fixtures and equipment		2,354.3		2,334.8
		4,518.2		4,485.5
Less: accumulated depreciation		2,838.4		2,572.0
		1,679.8		1,913.5

Property leased under finance leases:
Building and improvements		54.8		60.4
Less: accumulated depreciation and amortization		15.4		11.4
		39.4		49.0
	$	1,719.2	$	1,962.5

Property is recorded at cost or fair value, in the case of property resulting from acquisitions. The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes. The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the base terms of the corresponding lease agreements for these leases for assets placed in service subsequent to the lease inception. The estimated useful lives are as follows:

	~~Leases:~~ ~~The majority of the Company’s operations are conducted in premises occupied under lease agreements with initial base terms ranging generally from 12~~
Buildings and improvements		1 to 40 years
Leasehold improvements		1 to 20 years
Furniture, fixtures and equipment		1 to 15 years ~~with certain leases containing options to extend the leases for up to an additional 20 years.~~

Expenditures for additions (including interest during construction) and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. The cost of assets retired or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal. Gains or losses resulting from property disposals are included in operating expense in the accompanying consolidated statements of operations.

Depreciation expense was $359.0 million, $382.0 million, and $453.2 million for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, respectively.

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NOTE 5—GOODWILL AND INTANGIBLE ASSETS

The following table summarizes the changes in goodwill by reporting unit:


	U.S. Markets						International Markets						Consolidated Goodwill
(In millions)	Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount		Gross Carrying Amount		Accumulated Impairment Losses		Net Carrying Amount
Balance December 31, 2020	$	3,072.6	$	(1,276.1)	$	1,796.5	$	1,850.1	$	(1,099.3)	$	750.8	$	4,922.7	$	(2,375.4)	$	2,547.3
Currency translation adjustment		—		—		—		(86.2)		10.0		(76.2)		(86.2)		10.0		(76.2)
Baltics disposition-Estonia (1)		—		—		—		(3.7)		—		(3.7)		(3.7)		—		(3.7)
Baltics disposition-Lithuania (1)		—		—		—		(37.6)		—		(37.6)		(37.6)		—		(37.6)
Balance December 31, 2021		3,072.6		(1,276.1)		1,796.5		1,722.6		(1,089.3)		633.3		4,795.2		(2,365.4)		2,429.8
Currency translation adjustment		—		—		—		(200.8)		113.0		(87.8)		(200.8)		113.0		(87.8)
Balance December 31, 2022	$	3,072.6	$	(1,276.1)	$	1,796.5	$	1,521.8	$	(976.3)	$	545.5	$	4,594.4	$	(2,252.4)	$	2,342.0

(1)

See Note 1—The Company ~~typically does not believe that exercise of the renewal options are reasonably assured at the inception of the lease agreements~~ and ~~therefore, considers the initial base term as the lease~~

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term. Lease terms vary but generally the leases provide for fixed and escalating rentals, contingent escalating rentals based on the Consumer Price Index not to exceed certain specified amounts and contingent rentals based on revenues.

The Company records rent expense for its operating leases on a straight-line basis over the initial base lease term commencing with the date the Company has “control and access” to the leased premises, which is generally a date prior to the “lease commencement date” in the lease agreement. Rent expense related to any “rent holiday” is recorded as operating expense, until construction of the leased premises is complete and the premises are ready for their intended use. Rent charges upon completion of the leased premises subsequent to the date the premises are ready for their intended use are expensed as a component of rent expense.

The Company often receives contributions from landlords for renovations at existing locations. The Company records the amounts received from landlords as deferred rent and amortizes the balance as a reduction to rent expense over the base term of the lease agreement.

The Company evaluates the classification of its leases following the guidance in ASC 840-10-25. Leases that qualify as capital leases are recorded at the present value of the future minimum rentals over the base term of the lease using the Company’s incremental borrowing rate. Capital lease assets are assigned an estimated useful life at the inception of the lease that generally corresponds with the base term of the lease.

Occasionally, the Company or other theatre operators it has acquired are responsible for the construction of new leased theatres and for paying project costs that are in excess of an agreed upon amount to be reimbursed from the developer. ASC 840-40-05-5 requires the Company to be considered the owner (for accounting purposes) of these types of projects during the construction period and therefore it is required to account for these projects as sale and leaseback transactions. As a result, the Company has recorded financing lease obligations for failed sale leaseback transactions of $499.6 million and $533.6 million in its Consolidated Balance Sheets related to these types of projects as of December 31, 2017 and December 31, 2016, respectively.

~~Sale and Leaseback Transactions:~~ The Company accounts for the sale and leaseback of real estate assets in accordance with ASC 840-40. Losses on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is less than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. On September 14, 2017, the Company completed the sale and leaseback of the real estate assets associated with seven theatres for proceeds net of closing costs of $128.4 million. The gain on sale of approximately $78.2 million has been deferred and will be amortized over the remaining lease term. On December 18, 2017, the Company completed the sale and leaseback of the real estate assets associated with one theatre for proceeds net of closing costs of $7.8 million. The loss on sale of $0.5 million was recognized immediately.

~~Impairment of Long-lived Assets:~~ The Company reviews long-lived assets, including definite-lived intangibles, investments in non-consolidated equity method investees, and internal use software for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be fully recoverable. The Company identifies impairments related to internal use software when management determines that the remaining carrying value of the software will not be realized through future use. The Company reviews internal management reports on a quarterly basis as well as monitors current and potential future competition in the markets where it operates for indicators of triggering events or circumstances that indicate potential impairment of individual theatre assets. The Company evaluates theatres using historical and projected data of theatre level cash flow as its primary indicator of potential impairment and considers the seasonality of its business when making these evaluations. The Company performs its impairment analysis quarterly. Under these analyses, if the sum of the estimated future cash flows, undiscounted and without interest charges, are less than the carrying amount of the asset group, an impairment loss is recognized in the amount by which the carrying value of the asset group exceeds its estimated fair value. Assets are evaluated for impairment on an individual theatre basis, which management believes is the lowest level for which there are identifiable cash flows. The impairment evaluation is based on the estimated cash flows from continuing use until the expected disposal date for the fair value of furniture, fixtures and equipment. The expected disposal date does not exceed the remaining lease period unless it is probable existing renewal options will be exercised and may be less than the remaining lease period when the Company does not expect to operate the theatre to the end of its lease term. The fair value of assets is determined as either the expected selling price less selling costs (where appropriate) or the present value of the estimated future cash flows.

~~Table of Contents~~

~~Impairment losses in the Consolidated Statements of Operations are included in the following captions:~~

Year Ended

December 31,

December 31,

December 31,

(In millions)

2017

2016

2015

Impairment of long-lived assets

$
43.6

$
5.5

$
1.7

During calendar 2017, the Company recognized an impairment loss of $43.6 million on 12 theatres in the U.S. markets with 179 screens which was related to property, net. During calendar 2016, the Company recognized an impairment loss of $5.5 million on two theatres in the U.S. markets with 22 screens, which was related to property, net. During calendar 2015, the Company recognized an impairment loss of $1.7 million on three theatres in the U.S. markets with 15 screens, which was related to property, net of $0.9 million, and intangible assets, net of $0.8 million.

~~Foreign Currency Translation:~~ Operations outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities are translated at the rates of exchange at the balance sheet date. Income and expense items are translated at average rates of exchange. The resultant translation adjustments are included in foreign currency translation adjustment, a separate component of accumulated other comprehensive income (loss). Gains and losses from foreign currency transactions, except those intercompany transactions of a long-term investment nature, and the Company’s £500.0 million, 6.375% Senior Subordinated Notes due 2024, which have been designated as a non-derivative net investment hedge of the Company’s investment in Odeon and UCI Cinemas Holdings Limited (“Odeon”) are not included in net earnings. If the Company substantially liquidates its investment in a foreign entity, any gain or loss on currency translation balance recorded in accumulated other comprehensive income (loss) is recognized as part of a gain or loss on disposition.

~~Income and Operating Taxes:~~ The Company accounts for income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred income tax effects of transactions reported in different periods for financial reporting and income tax return purposes are recorded by the asset and liability method. This method gives consideration to the future tax consequences of deferred income or expense items and recognizes changes in income tax laws in the period of enactment. The statement of operations effect is generally derived from changes in deferred income taxes on the balance sheet.

~~Casualty Insurance:~~ The Company is self-insured for general liability up to $1.0 million per occurrence and carries a $0.5 million deductible limit per occurrence for workers’ compensation claims. The Company utilizes actuarial projections of its ultimate losses to calculate its reserves and expense. The actuarial method includes an allowance for adverse developments on known claims and an allowance for claims which have been incurred but which have not yet been reported. As of December 31, 2017 and December 31, 2016, the Company recorded casualty insurance reserves of $28.1 million and $23.8 million. The Company recorded expenses related to general liability and workers’ compensation claims of $22.1 million, of $15.6 million, and $18.5 million for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively.

~~Table of Contents~~

~~Other Expense (Income):~~ ~~The following table sets forth the components of other expense (income):~~

Year Ended

December 31,
(In millions)

2017

2016

2015
Loss on modification of Senior Secured Credit Facility-Term loan 2022

$
—

$
—

$
1.4
Loss on redemption of 9.75% Senior Subordinated Notes due 2020

—

—

9.3
Business interruption insurance recoveries

(0.4)

(0.4)

—
Financing related foreign currency transaction gains

(3.0)

—

—
Third party fees relating to Third Amendment to our Senior Secured Credit Agreement

1.0

—

—
Fees relating to redemption of Bridge Loan Facility

0.4

—

—
Miscellaneous

0.3

—

—
Other expense (income)

$
(1.7)

$
(0.4)

$
10.7

~~Policy for Consolidated Statements of Cash Flows:~~ The Company considers the amount recorded for corporate borrowings issued or acquired at a premium above the stated principal balance to be part of the amount borrowed and classifies the related cash inflows and outflows up to but not exceeding the borrowed amount as financing activities in its Consolidated Statements of Cash Flows. For amounts borrowed in excess of the stated principal amount, a portion of the semi-annual coupon payment is considered to be a repayment of the amount borrowed and the remaining portion of the semi-annual coupon payment is an interest payment flowing through operating activities based on the level yield to maturity of the debt.

~~Early Adoption of New~~Significant Accounting ~~Pronouncements:~~ The Company early adopted the provisions of Accounting Standards Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), as of the third quarter of 2017 on a prospective basis. The Company performed an interim goodwill impairment test during the third quarter of 2017 due to the recent declines in equity values of the Company’s publicly traded stock. As a result of this test, the Company did not record a goodwill impairment loss during the nine months ended September 30, 2017. See Note 4—Goodwill and Intangible AssetsPolicies for further information regarding the ~~interim goodwill impairment test.~~

~~In January 2017, the Financial Accounting Standards Board issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business.~~ Baltic theatre sale.

Detail of other intangible assets is presented below:


		December 31, 2022				December 31, 2021
		Gross				Gross
	Remaining	Carrying		Accumulated		Carrying		Accumulated
(In millions)	Useful Life	Amount		Amortization		Amount		Amortization
Amortizable Intangible Assets:
Management contracts and franchise rights	1 to 4 years	$	9.3	$	(9.2)	$	10.4	$	(9.8)
Starplex trade name	4 years		7.9		(5.0)		7.9		(4.1)
Carmike trade name	1 year		9.3		(8.0)		9.3		(6.7)
Total, amortizable		$	26.5	$	(22.2)	$	27.6	$	(20.6)
Non-amortizing Intangible Assets:
AMC trademark		$	104.4			$	104.4
Odeon trade names			35.8				38.9
Nordic trade names			2.8				3.1
Total, unamortizable		$	143.0			$	146.4

See the impairment table in Note 1—The Company and Significant Accounting Policies for information regarding indefinite and definite-lived intangible assets impairment amounts.

Amortization expense associated with the intangible assets noted above is as follows:


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Recorded amortization	$	2.6	$	3.5	$	4.5

Estimated annual amortization for the next five calendar years for intangible assets is projected below:


(In millions)	2023		2024		2025		2026
Projected annual amortization	$	2.1	$	0.8	$	0.8	$	0.6

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NOTE 6—INVESTMENTS

Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the consolidated balance sheets in other long-term assets. Investments in non-consolidated affiliates as of December 31, 2022, include interests in DCDC of 14.6%, AC JV, owner of Fathom Events, of 32.0%, SV Holdco, owner of Screenvision, of 18.3%, DCM of 50.0%, and SCC of 10.0%. The Company also has partnership interests in three U.S. motion picture theatres and approximately 50.0% interest in 57 theatres in Europe. Indebtedness held by equity method investees is non-recourse to the Company.

Investment in Hycroft

On March 14, 2022, the Company purchased 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. Hycroft filed a resale registration statement to register the common shares and warrant shares for the sale under Securities Act on April 14, 2022 which became effective on June 2, 2022. The Company accounts for the common shares of Hycroft under the equity method and we have elected the fair value option in accordance with ASC 825-10. The Company account for the warrants as derivatives in accordance with ASC 815. Accordingly, the fair value of the investments in Hycroft are remeasured at each subsequent reporting period and unrealized gains and losses are reported in investment income. 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.

NCM Transactions

Pursuant to the Company’s Common Unit Adjustment Agreement, from time to time common units of NCM held by the Founding Members will be adjusted up or down through a formula (“Common Unit Adjustment” or “CUA”), primarily based on increases or decreases in the number of theatre screens operated and theatre attendance generated by each Founding Member. The CUA is computed annually, except that an earlier CUA will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent CUA, will cause a change of 2% or more in the total annual attendance of all of the Founding Members. In the event that a CUA is determined to be a negative number, the Founding Member shall cause, at its election, either (a) the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member’s CUA or (b) pay to NCM an amount equal to such Founding Member’s CUA calculated in accordance with the CUA Agreement.

In March 2020, the NCM CUA resulted in a positive adjustment of 1,390,566 common units for the Company. The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at fair value of $4.8 million, based upon a price per share of National CineMedia, Inc. (“NCM, Inc.”) of $3.46 on March 12, 2020. In March 2021, the NCM CUA resulted in a negative adjustment of 3,012,738 common units for the Company, and therefore, the Company paid NCM cash of $9.2 million and recorded the amount as a reduction to deferred revenues for the ESA. During the year ended December 31, 2021, the Company sold its remaining approximately 1.4 million NCM shares and received net proceeds of $5.7 million, which were recorded in investment expense (income). In March 2022, the NCM CUA resulted in a positive adjustment of 5,954,646 common units for the Company. The Company received the units and recorded the common units as an addition to deferred revenues for the ESA at a fair value of $15.0 million, based upon a price per share of NCM, Inc. of $2.52 on March 30, 2022. During the year ended December 31, 2022, the Company sold its shares of NCM, Inc. for $1.5 million and recorded a realized loss in investment expense of $13.5 million. See Note 1—The Company and Significant Accounting Policies and Note 2—Revenue Recognition for further information regarding CUA and ESA.

DCIP Transactions

During the year ended December 31, 2021, the Company received cash distribution of $12.2 million from DCIP, which the Company recorded as a reduction to its investment in DCIP. The distribution reduced the Company’s recorded investment below $0 and therefore the Company recorded equity in earnings of $4.0 million to increase its investment to $0 as the Company has not guaranteed any of the liabilities of DCIP. During the year ended December 31, 2020, the Company received distributions from DCIP of digital projectors it had been leasing with an estimated fair value of $125.2 million, which the Company recorded as a reduction to its investment in DCIP. DCIP ceased operations

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during the year ended December 31, 2022. The Company received a liquidation distribution of $3.4 million from DCIP, which the Company recorded as equity in earnings. The Company will record any future liquidation distributions to equity in earnings.

AC JV Transactions

On December 26, 2013, the Company amended and restated its existing ESA with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the Founding Members and 4% by NCM. AC JV distributes alternative content to theatre exhibitors. As of December 31, 2019, Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off. The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the “Digital ESAs”) that were entered into on December 26, 2013 by NCM and each of the Founding Members. These Digital ESAs were then assigned by NCM to AC JV as part of the Fathom spin-off.

Summary Financial Information

Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2022, include interests in Hycroft, SV Holdco, DCM, AC JV, DCDC, SCC, 57 theatres in Europe, three U.S. motion picture theatres, and other immaterial investments.

Condensed financial information of the Company’s non-consolidated equity method investments is shown below with amounts presented under U.S. GAAP:


(In millions)	December 31, 2022		December 31, 2021
Current assets	$	411.5	$	265.6
Noncurrent assets		431.9		348.5
Total assets		843.4		614.1
Current liabilities		152.8		218.4
Noncurrent liabilities		452.9		208.7
Total liabilities		605.7		427.1
Stockholders’ equity		237.7		187.0
Liabilities and stockholders’ equity		843.4		614.1
The Company’s recorded investment		69.6		85.6

Condensed financial information of the Company’s non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company:


	Year Ended
	December 31,		December 31,		December 31,
(In millions)	2022		2021		2020
Revenues	$	412.8	$	285.1	$	162.7
Operating costs and expenses		498.2		287.6		347.9
Net loss	$	(85.4)	$	(2.5)	$	(185.2)

The components of the Company’s recorded equity in earnings (loss) of non-consolidated entities are as follows:


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
The Company’s recorded equity in earnings (loss)	$	(1.6)	$	11.0	$	(30.9)

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Related Party Transactions

The Company recorded the following related party transactions with equity method investees:


	As of		As of
(In millions)	December 31, 2022		December 31, 2021
Due from DCM for on-screen advertising revenue	$	2.2	$	2.2
Loan receivable from DCM		0.6		0.7
Due to AC JV for Fathom Events programming		(2.0)		(3.7)
Due from Screenvision for on-screen advertising revenue		—		2.3
Due from Nordic JVs		1.3		0.9
Due to Nordic JVs for management services		(1.1)		(1.1)
Due from SCC related to the joint venture		1.4		1.3
Due to U.S. theatre partnerships		(0.7)		—


		Year Ended
(In millions)	Consolidated Statements of Operations	December 31, 2022		December 31, 2021		December 31, 2020
DCM screen advertising revenues	Other revenues	$	17.0	$	7.8	$	3.8
DCIP equipment rental expense	Operating expense		-		0.2		1.0
Gross exhibition cost on AC JV Fathom Events programming	Film exhibition costs		11.6		10.4		3.9
Screenvision screen advertising revenues	Other revenues		6.9		4.6		2.6

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NOTE 7—SUPPLEMENTAL BALANCE SHEET INFORMATION

Other assets and liabilities consist of the following:


(In millions)	December 31, 2022		December 31, 2021
Other current assets:
Income taxes receivable	$	1.0	$	1.9
Prepaids		28.8		35.4
Merchandise inventory		36.4		31.3
Other		14.9		12.9
	$	81.1	$	81.5
Other long-term assets:
Investments in real estate	$	6.5	$	9.7
Deferred financing costs revolving credit facility		3.1		5.5
Investments in equity method investees		69.6		85.6
Computer software		74.2		83.7
Investment in common stock		11.3		11.4
Pension asset		16.6		21.1
Investment in Hycroft common stock (1)		12.5		—
Investment in Hycroft warrants (1)		9.2		—
Other		19.1		32.0
	$	222.1	$	249.0
Accrued expenses and other liabilities:
Taxes other than income	$	77.6	$	105.8
Interest		53.0		37.4
Payroll and vacation		45.8		44.4
Current portion of casualty claims and premiums		11.9		12.0
Accrued bonus		57.6		54.5
Accrued licensing and variable rent		23.7		23.5
Current portion of pension		0.7		0.8
Group insurance reserve		4.2		3.0
Accrued tax payable		4.9		4.7
Other		84.9		81.4
	$	364.3	$	367.5
Other long-term liabilities:
Pension	$	30.1	$	46.5
Casualty claims and premiums		19.8		24.4
Contingent lease liabilities		—		0.3
Other		55.2		93.8
	$	105.1	$	165.0

(1)

The ~~standard provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a~~ business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. The Company early adopted the standardequity method investment in ~~the third quarter of 2017 on a prospective basis and it did not have a material impact on the Company’s consolidated financial position, cash flows, or results of operations.~~

~~New Accounting Pronouncements:~~ In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases, (“ASC 842”) which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard is effective for the Company on January 1, 2019, with early adoption permitted. The Company plans to adopt the guidance on January 1, 2019. Unless an alternative adoption method has been approved by the FASB, a modified retrospective transition approach is required for leases existing at, or entered into after the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. In January 2018, the FASB issued ASU No. 2018-01, Leases, which permits an entity to elect an optional transition practical expedient to not evaluate under ASU 842 land easements that exist or expired before the entity’s adoption of ASC 842 and that were not previously accounted for as leases.

The Company expects that this standard will have a material effect on its consolidated financial statements. While the Company is continuing to assess the effect of adoption, the Company currently believes the most significant changes relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for theatres currently subject to operating leases; (2) the derecognition of existing assets and liabilities for certain sale-leaseback transactions (including those arising from build-to-suit lease arrangements for which construction is complete and the Company is leasing the constructed asset) that currently do not qualify for sale accounting; and (3) the derecognition of existing

~~Table of Contents~~

assets and liabilities for certain assets under construction in build-to-suit lease arrangements that the Company will lease when construction is complete. The Company does not expect a significant change in our leasing activity between now and adoption. The Company expects to elect all of the standard’s available practical expedients on adoption. However, the Company has not quantified the effects of these expected changes from the new standard.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASC 606 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from the contracts with customers. On July 9, 2015, the FASB decided to delay the effective date of ASC 606 by one year. The new standard is effective for the Company on January 1, 2018. The standard permits the use of either a retrospective or modified retrospective transition method. The Company has adopted the guidance on January 1, 2018 and has selected the modified retrospective transition method. The Company continues to evaluate and quantify the effect that ASC 606 will have on its consolidated financial statements. While the Company does not believe the adoption of ASC 606 will have a material impact to its results of operations or cash flows, the Company does expect ASC 606 to materially impact the classification of revenueHycroft and related ~~expenses. The Company currently expects the following impacts:~~

The Company believes its Exhibitor’s Services Agreement with NCM includes a significant financing component due to the significant length of time necessary to fulfill the performance obligation as compared to the advanced payment received. Upon adoption of ASC 606, the Company expects advertising revenues will significantly increase with a similar offsetting increase in noncash interest expense. Without giving effect to any annual Common Unit Adjustments during 2018, the Company expects an increase in advertising revenues of approximately $27.0 million, with an offsetting increase in noncash interest expense of $42.0 million. Upon adoption of ASC 606 and pursuant to the calculation requirements for the time value of money, the amortization method will reflect the front-end loading of the significant financing component where more interest expense is recognized earlier during the term of the agreement and the back-end recognition of the deferred revenue amortization. The Company is recognizing a cumulative effect transition adjustment of initially applying ASC 606 by decreasing retained earnings on January 1, 2018 by approximately $53.0 million prior to any income tax effect, as a result of the change in amortization methods. The Company does ~~not expect these changes to have any impact on its cash flows from operations.~~

The Company currently records online ticket fee revenues net of third-party commission or service fees. In accordance with ASC 606 guidance, the Company believes that it is a principal (as opposed to agent) in the arrangement with third-party internet ticketing companies in regard to sale of online tickets to customers, and therefore, the Company expects to recognize ticket fee revenues based on a gross transaction price. Based on current volume during 2017, the Company expects other revenues and other operating expense to increase by approximately $18.0 million to $21.0 million, but it will not have an impact on net income or cash flows from operations.

With respect to other areas impacted by ASC 606 such as the change of accounting for non-redeemed exchange tickets and certain loyalty programs using the proportional method versus the remote method, and gift card commission expenses being capitalized as opposed to expensed as incurred, the Company does not expect those accounting changes to have a material impact to its net income or cash flows from operations.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The amendments require that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee)warrants are ~~to be~~ measured at fair ~~value with changes~~value. See Note 6—Investments and Note 12—Fair Value Measurements for further information regarding the investment in ~~fair value recognized in~~Hycroft.

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NOTE 8—CORPORATE BORROWINGS AND FINANCE LEASE LIABILITIES

A summary of the carrying value of corporate borrowings and finance lease liabilities is as follows:


(In millions)	December 31, 2022		December 31, 2021
First Lien Secured Debt:
Senior Secured Credit Facility-Term Loan due 2026 (7.274% as of December 31, 2022)	$	1,925.0	$	1,945.0
10.75% in Year 1, 11.25% thereafter Cash/PIK Odeon Term Loan Facility due 2023 (£147.6 million and €312.2 million par value as of December 31, 2021)		—		552.6
12.75% Odeon Senior Secured Notes due 2027		400.0		—
7.5% First Lien Notes due 2029		950.0		—
10.5% First Lien Notes due 2025		—		500.0
10.5% First Lien Notes due 2026		—		300.0
15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026		—		73.5
Second Lien Secured Debt:
10%/12% Cash/PIK/Toggle Second Lien Subordinated Notes due 2026		1,389.8		1,508.0
Subordinated Debt:
6.375% Senior Subordinated Notes due 2024 (£4.0 million par value as of December 31, 2022)		4.8		5.4
5.75% Senior Subordinated Notes due 2025		98.3		98.3
5.875% Senior Subordinated Notes due 2026		55.6		55.6
6.125% Senior Subordinated Notes due 2027		125.5		130.7
Total principal amount of corporate borrowings	$	4,949.0	$	5,169.1
Finance lease liabilities		58.8		72.7
Deferred financing costs		(37.9)		(39.1)
Net premium (1)		229.7		298.0
Total carrying value of corporate borrowings and finance lease liabilities	$	5,199.6	$	5,500.7
Less:
Current maturities corporate borrowings		(20.0)		(20.0)
Current maturities finance lease obligations		(5.5)		(9.5)
Total noncurrent carrying value of corporate borrowings and finance lease liabilities	$	5,174.1	$	5,471.2

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(1)

The following table provides the net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identicalpremium (discount) amounts of corporate borrowings:


	December 31,		December 31,
(In millions)	2022		2021
10%/12% Cash/PIK/Toggle Second Lien Subordinated Notes due 2026	$	265.5	$	364.6
15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026		—		(16.8)
10.5% First Lien Notes due 2026		—		(24.5)
10.5% First Lien Notes due 2025		—		(7.2)
Senior Secured Credit Facility-Term Loan due 2026		(4.8)		(6.1)
10.75% in Year 1, 11.25% thereafter Cash/PIK Odeon Term Loan Facility due 2023		—		(12.1)
12.75% Odeon Senior Secured Notes due 2027		(31.1)		—
6.375% Senior Subordinated Notes due 2024		0.1		0.1
	$	229.7	$	298.0

The following table provides the principal payments required and maturities of corporate borrowings as of December 31, 2022:


	Principal
	Amount of
	Corporate
(In millions)	Borrowings
2023	$	20.0
2024		24.8
2025		118.3
2026		3,310.4
2027		525.5
Thereafter		950.0
Total	$	4,949.0

Odeon Secured Debt

Odeon Senior Secured Notes due 2027. On October 20, 2022, Odeon Finco PLC, a direct subsidiary of Odeon Cinemas Group Limited (“OCGL”) and an indirect subsidiary of 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 of guarantee indebtedness; (ii) create liens; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) enter into transactions with affiliates; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of their respective assets; and (vii) impair the security interest in the collateral. These covenants are subject to a number of important limitations and exceptions. The Company used the $363.0 million net proceeds from the Odeon Notes due 2027 and $146.7 million of existing cash to fund the repayment in full of the £147.6 million and €312.2 million ($167.7 million and $308.9 million, respectively using October 20, 2022 exchange rates) aggregate principal amounts of the Odeon Term Loan Facility and to pay related accrued interest, fees, costs, premiums and expenses. The Company recorded a loss on debt extinguishment related to this transaction of $36.5 million in other expense during the year ended December 31, 2022.

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Prior to November 1, 2024, up to 35% of the original aggregate principal amount of the Odeon Notes due 2027 may be redeemed at a price of 112.75% of the principal thereof with the net proceeds of one or more certain equity offerings provided that the redemption occurs with the 120 days after the closing of such equity offerings. On or after November 1, 2024, the Odeon Notes due 2027 will be redeemable, in whole or in part, at redemption prices equal to (i) 106.375% for the twelve-month period beginning on November 1, 2024; (ii) 103.188% for the twelve-month period beginning on November 1, 2025 and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest, if any. If the Company or its restricted subsidiaries sell assets under certain circumstances, the Company will be required to use the net proceeds to repay the Odeon Notes due 2027 or any additional First Lien Obligations at a price no less than 100% of the issue price of the Odeon Notes due 2027, plus accrued and unpaid interest, if any. Upon a Change of Control (as defined in the indenture governing the Odeon Notes due 2027), the Company must offer to purchase the Odeon Notes due 2027 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. On December 14, 2022, the Odeon Notes due 2027 were admitted to the official list of The International Stock Exchange (“TISE”). The Odeon Notes due 2027 will automatically delist from TISE on the business day following the maturity date of November 1, 2027, unless adequate notice is given together with supporting documents setting out any changes to the date of maturity or confirmation that the Odeon Notes due 2027 have not been fully repaid.

Odeon Term Loan Facility. On February 15, 2021, Odeon Cinemas Group Limited (“OCGL”), a wholly-owned subsidiary of the Company, entered into a new £140.0 million and €296.0 million term loan facility (the “Odeon Term Loan due 2023”) agreement (the “Odeon Term Loan Facility”), by and among Odeon, the subsidiaries of Odeon party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited as agent and Lucid Trustee Services Limited as security agent. Approximately £89.7 million and €12.8 million of the net proceeds from the Odeon Term Loan Facility were used to repay in full Odeon’s obligations (including principal, interest, fees and cash collateralized letters of credit) under its then-existing revolving credit facility and the remaining net proceeds will be used for general corporate purposes. The Company recorded deferred financing costs of $1.0 million in other expense during the year ended December 31, 2021. Borrowings under the Odeon Term Loan Facility bear interest at a rate equal to 10.75% per annum during the first year and 11.25% thereafter and each interest period is 3 months, or such other period agreed between the Company and the Agent. The interest is capitalized on the last day of each interest period and added to the outstanding principal amount, however, Odeon has the option to elect to pay interest in cash. For the first interest period ending May 2021 and the second interest period ending August 2021, Odeon elected to pay in PIK interest. Odeon paid cash interest with respect to the third interest period ending November 2021. The principal amount of new funding is prior to deducting discounts of $19.4 million and deferred financing costs of $16.5 million related to the Odeon Term Loan Facility. The discount and deferred financing costs will be amortized to interest expense over the term using the effective interest method. On October 20, 2022, the Company completely repaid the Odeon Term Loan Facility using existing cash and $363.0 million net proceeds from the issuance of the Odeon Notes due 2027.

First Lien Toggle Notes Due 2026

On January 15, 2021, the Company issued $100.0 million aggregate principal amount of its 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026 (the “First Lien Toggle Notes due 2026”) as contemplated by the previously disclosed commitment letter with Mudrick Capital Management, LP (“Mudrick”), dated as of December 10, 2020. The First Lien Toggle Notes due 2026 were issued pursuant to an indenture dated as of January 15, 2021 among the Company, the guarantors named therein and the U.S. bank National Association, as trustee and collateral agent. On September 30, 2021, the Company exercised an option to repurchase $35.0 million of its First Lien Toggle Notes due 2026. The total cost to exercise this repurchase option was $40.3 million, including principal, redemption price and accrued and unpaid interest. As a result of this debt reduction, the Company’s annual cash interest cost were reduced by $5.25 million. During the year ended December 31, 2021, the Company recorded loss on debt extinguishment of $14.4 million in other expense.

The First Lien Toggle Notes due 2026 bear cash interest at a rate of 15% per annum payable semi-annually in arrears on January 15 and July 15, beginning on July 15, 2021. Interest for the first three interest periods after the issue date may, at the Company’s option, be paid in PIK interest at a rate of 17% per annum, and thereafter interest shall be payable solely in cash. For the first interest period ended July 15, 2021, the Company elected to pay in PIK interest. The First Lien Toggle Notes due 2026 will mature on April 24, 2026. The indenture provides that the First Lien Toggle Notes due 2026 are general senior secured obligations of the Company and are secured on a pari passu basis with the Senior Secured Credit Facilities, the First Lien Notes due 2026, and the First Lien Notes due 2025.

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On December 14, 2020, Mudrick received a total of 21,978,022 shares of the Company’s common stock (“Common Stock”); of which 8,241,758 shares (“Commitment Shares”) relates to consideration received for a commitment fee and 13,736,264 shares (“Exchange Shares”) as consideration received for the second lien exchange. Mudrick exchanged $100 million aggregate principal amount of the Second Lien Notes due 2026 that were held by Mudrick for the Exchange Shares (the “Second Lien Exchange”) and waived its claim to PIK interest of $4.5 million principal amount. The fair value of 21,978,022 shares of the Company’s Common Stock was $70.1 million based on the market closing price of $3.19 per share on December 14, 2020. On December 14, 2020, the common shares issued were recorded by the Company in stockholders’ deficit. During the year ended December 31, 2021, the Company reclassified the prepaid commitment fee and deferred charges of $28.6 million to corporate borrowings from other long-term assets for the Commitment Shares and deferred charges. The prepaid commitment fee was recorded as a discount and, together with deferred charges, will be amortized to interest expense over the term of the First Lien Toggle Notes due 2026 using the effective interest method. During the year ended December 31, 2020, the Company recorded a gain on extinguishment of the Second Lien Notes due 2026 of $93.6 million based on the fair value of the Exchange Shares of $43.8 million and the carrying value of the $104.5 million principal amount of the Second Lien Notes exchanged of $137.4 million. The Company filed a shelf registration statement in December 2020, which was declared effective providing for the resale of the Exchange Shares.

First Lien Notes Due 2029

On February 14, 2022, the Company issued $950.0 million aggregate principal amount of its 7.5% First Lien Senior Secured Notes due 2029 (“First Lien Notes due 2029”), pursuant to an indenture, dated as of February 14, 2022, among the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The Company used the net proceeds from the sale of the notes, and cash on hand, to fund the full redemption of the then outstanding $500 million aggregate principal amount of the Company’s 10.5% First Lien Notes due 2025 (“First Lien Notes due 2025”), the then outstanding $300 million aggregate principal amount of the Company’s 10.5% First Lien Notes due 2026 (“First Lien Notes due 2026”), and the then outstanding $73.5 million aggregate principal amount of the Company’s 15%/17% Cash/PIK Toggle First Lien Secured Notes due 2026 (“First Lien Toggle Notes due 2026”) and to pay related accrued interest, fees, costs, premiums and expenses. The Company recorded a loss on debt extinguishment related to this transaction $135.0 million in other expense during the year ended December 31, 2022. The deferred charges will be amortized to interest expense over the term of the First Lien Notes due 2029 using the effective interest method.

The First Lien Notes due 2029 bear cash interest at a rate of 7.5% per annum payable semi-annually in arrears on February 15 and August 15, beginning on August 15, 2022. The First Lien Notes due 2029 have not been registered under the Securities Act of 1933, as amended, and will mature on February 15, 2029. The Company may redeem some or all of the First Lien Notes due 2029 at any time on or after February 15, 2025, at the redemption prices equal to (i) 103.750% for the twelve-month period beginning on February 15, 2025; (ii) 101.875% for the twelve-month period beginning on February 15, 2026, and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest. In addition, the Company may redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2029 using net proceeds from certain equity offerings completed prior to February 15, 2025 at a redemption price equal to 107.5% of their aggregate principal amount and accrued and unpaid interest to, but not including the date of redemption. The Company may redeem some or all of the First Lien Notes due 2029 at any time prior to February 15, 2025 at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium. Upon a Change of Control (as defined in the indenture governing the First Lien Notes due 2029), the Company must offer to purchase the First Lien Notes due 2029 at a purchase price equal to 101% of the principal amounts, plus accrued and unpaid interest.

The First Lien Notes due 2029 are general senior secured obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior secured basis by all of the Company’s existing and future subsidiaries that guarantee the Company’s other indebtedness, including the Company’s Senior Secured Credit Facilities. The First Lien Notes due 2029 are secured, on a pari passu basis with the Senior Secured Credit Facilities, on a first-priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure obligations under the Senior Secured Credit Facilities including pledges of capital stock of certain of the Company’s and the guarantor’s wholly-owned material subsidiaries (but limited to 65% of the voting stock of any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.

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The indentures governing the First Lien Notes due 2029 contain covenants that restrict the ability of the Company to, among other things: (i) incur additional indebtedness, including additional senior indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock; (iii) purchase or redeem capital stock or prepay subordinated debt or other junior securities (iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2029; (v) enter into certain transactions with its affiliates; and (vi) merge or consolidate with other companies or transfer all or substantially all of their respective assets. These covenants are subject to a number of important limitations and exceptions. The indentures governing the First Lien Notes due 2029 also provides for events of default, which, if any occur, would permit or require the principal, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately.

Senior Subordinated Debt Exchange Offers

On July 31, 2020, the Company consummated its previously announced private offers to exchange (the “Exchange Offers”) any and all of its outstanding 6.375% Senior Subordinated Notes due 2024, 5.75% Senior Subordinated Notes due 2025, 5.875% Senior Subordinated Notes due 2026 and 6.125% Senior Subordinated Notes due 2027 (together the “Existing Subordinated Notes”) for newly issued Second Lien Notes due 2026.

The aggregate principal amounts of the Existing Subordinated Notes set forth in the table below were validly tendered and subsequently accepted. Such accepted Existing Subordinated Notes were retired and cancelled.


(In thousands)	Total Aggregate Principal Amount Validly Tendered		Percentage of Outstanding Existing Subordinated Notes Validly Tendered
6.375% Senior Subordinated Notes due 2024 (£496,014 par value)	$	632,145	99.20	%
5.75% Senior Subordinated Notes due 2025	$	501,679	83.61	%
5.875% Senior Subordinated Notes due 2026	$	539,393	90.65	%
6.125% Senior Subordinated Notes due 2027	$	344,279	72.48	%

The Exchange Offers reduced the principal amounts of the Company’s debt by approximately $555 million, which represented approximately 23.9% of the principal amount of the Existing Subordinated Notes. The Company raised $300 million in additional cash from the issuance of the new First Lien Notes due 2026, prior to deducting $36 million related to discounts and deferred financing costs paid to the lenders. Additionally, certain holders of the Existing Subordinated Notes that agreed to backstop the rights offering for $200 million of the First Lien Notes due 2026 received five million common shares, or 4.6% of AMC’s outstanding shares as of July 31, 2020, worth $20.2 million at the market closing price on July 31, 2020. The closing of the Exchange Offers also allowed the Company 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 12 to 18 months after issuance 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 the Company of between approximately $120 million and $180 million. The Company realized $1.2 billion of cancellation of debt income (“CODI”) for tax purposes in connection with its debt restructuring. As a result of such CODI, $1.2 billion of its net operating losses were eliminated as a result of tax attribute reductions, see Note 10—Income Taxes for further information.

In connection with the Exchange Offers, the Company also received consents from eligible holders of the Existing Subordinated Notes to amend the indentures governing the Existing Subordinated Notes to among other things, (i) release the existing subsidiary guarantees of the Existing Subordinated Notes, (ii) eliminate substantially all of the restrictive covenants, certain affirmative covenants and certain events of default contained in the indentures governing the Existing Subordinated Notes, and (iii) make other conforming changes to internally conform to certain proposed amendments.

The Company performed an assessment on a lender-by-lender basis to identify certain lenders that met the criteria for a troubled debt restructuring (“TDR”) under ASC 470-60, Troubled Debt Restructurings by Debtors (“ASC 470-60”) as the Company was experiencing financial difficulties and the lenders granted a concession. The portion of the loans that did not meet the assessment of TDR under ASC 470-60 were treated as modifications. The Company accounted for the exchange of approximately $1,782.5 million principal amount of its Existing Senior Subordinated Notes for approximately $1,289.1 million principal amount of the Second Lien Notes due 2026 as TDR. The Company accounted for the exchange of the remaining approximately $235.0 million principal amount of its Existing Senior Subordinated Notes for approximately $173.2 million principal amount of the Second Lien Notes due 2026 as a

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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 the Company 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.

Second Lien Notes due 2026. In connection with the Second Lien Exchange on December 14, 2020, Mudrick exchanged $104.5 million aggregate principal amount of the Company’s Second Lien Notes due 2026 held by Mudrick for 13,736,264 shares of the Company’s Common Stock, see “First Lien Toggle Notes Due 2026” above for further information.

In connection with the Exchange Offers on July 31, 2020, the Company issued $1,462.3 million aggregate principal amount of the new Second Lien Notes due 2026 in exchange for the Existing Subordinated Notes. The Second Lien Notes due 2026 were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent. The Company has reflected a premium of $535.1 million on the Second Lien Notes due 2026 as the difference between the principal balance of the Second Lien Notes due 2026 and the $1,997.4 million carrying value of the Existing Subordinated Notes exchanged. The premium will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method.

In connection with the Exchange Offers and the First Lien Notes due 2026, the Company issued five million shares of Common Stock to certain holders of subordinated notes as consideration for their commitment to backstop the issuance of $200 million of the First Lien Notes due 2026. Pursuant to the Backstop Commitment Agreement dated July 10, 2020, certain of the actual or beneficial holders of Existing Subordinated Notes agreed to purchase 100% of the First Lien Notes due 2026 that were not subscribed for in connection with the $200 million rights offering to holders of the Existing Subordinated Notes participating in the Exchange Offers. Those providing a backstop commitment pursuant to the Backstop Commitment Agreement received their pro-rata share of five million shares of the Common Stock, or 4.6% of AMC’s outstanding shares as of July 31, 2020, worth $20.2 million at the market closing price on July 31, 2020. The equity issuance was recorded by the Company in stockholders’ deficit with an offset in corporate borrowings as a discount. The discount will be amortized to interest expense over the term of the Second Lien Notes due 2026 using the effective interest method. As part of the registration rights agreement related to the issuance of the Common Stock, the Company filed a shelf registration statement in August 2020 providing for the resale of the shares of Common Stock issued as consideration for the backstop commitment described above.

The Second Lien Notes due 2026 bear cash interest at a rate of 10% per annum payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2020. Subject to the limitation in the next succeeding sentence, interest for the first three interest periods after the issue date may, at the Company’s option, be paid in PIK interest at a rate of 12% per annum. For the first interest period ending December 15, 2020 and the second interest period ending June 15, 2021, the Company elected to pay in PIK interest. For the third interest period ending December 15, 2021, the Company paid cash interest with respect to the third interest period. For all interest periods after the first three interest periods, interest will be payable solely in cash at a rate of 10% per annum.

The Second Lien Notes due 2026 are redeemable at the Company’s option prior to June 15, 2023, at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium. On or after June 15, 2023, the Second Lien Notes due 2026 will be redeemable, in whole or in part, at a redemption price equal to (i) 106.0% for the twelve-month period beginning on June 15, 2023; (ii) 103.0% for the twelve-month period beginning on June 15, 2024 and (iii) 100.0% at any time thereafter, plus accrued and unpaid interest. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to apply the net proceeds to redeem the Second Lien Notes due 2026 at a price equal to 100% of the issue price of the Second Lien Notes due 2026, plus accrued and unpaid interest to, but excluding the redemption date. Upon a Change of Control (as defined in the indenture governing the Second Lien Notes due 2026), the Company must offer to purchase the Second Lien Notes due 2026 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest. The Second Lien Notes due 2026 have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and will mature on June 15, 2026.

The Second Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company’s subsidiaries that currently guarantee its obligations under the Company’s Senior Secured Credit

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Facilities. The Second Lien Notes due 2026 are secured on a second-priority basis by substantially all of the tangible and intangible assets owned by the Company and the guarantor subsidiaries that secure obligations under the Senior Secured Credit Facilities (“Collateral”). The Second Lien Notes due 2026 are subordinated in right of payment to all indebtedness of the Company that is secured by a first-priority lien on the Collateral.

The indenture governing the Second Lien Notes due 2026 contains covenants that restrict the ability of the Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of its capital stock or make other restricted payments; make certain investments; or transfer certain assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its subsidiaries to pay dividends or make other payments to the Company. The Second Lien Notes due 2026 Indenture also contains certain affirmative covenants and events of default.

During the year ended December 31, 2022, the Company repurchased $118.3 million aggregate principal amounts 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). Accrued interest of $4.5 million was paid in connection with the repurchases.

First Lien Notes due 2026. In connection with the Exchange Offers, certain holders of the Existing Subordinated Notes purchased 10.5% First Lien Notes due 2026 in an aggregate principal amount of $200 million. The 10.5% First Lien Notes due 2026 issued to certain holders of the Existing Subordinated Notes were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and GLAS Trust Company LLC, as trustee and collateral agent.

Separately, upon the closing of its private debt exchange, Silver Lake Alpine, L.P. and Silver Lake Alpine (Offshore Master), L.P., each affiliates of Silver Lake Group, L.L.C. (“Silver Lake”), purchased from the Company $100 million principal amount of First Lien Notes due 2026. The 10.5% First Lien Notes due 2026 issued to affiliates of Silver Lake were issued pursuant to an indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The terms of the 10.5% First Lien Notes due 2026 issued to the holders of the Existing Subordinated Notes and the 10.5% First Lien Notes due 2026 issued to Silver Lake are substantially identical. The $300 million principal amount of new funding is prior to deducting discounts of $30.0 million and deferred financing costs paid to lenders of $6.0 million related to the First Lien Notes due 2026. The discount and deferred financing costs will be amortized to interest expense over the term using the effective interest method. Silver Lake has sold the previously held $100 million aggregate principal amount of the First Lien Notes due 2026 previously held.

The First Lien Notes due 2026 bear interest at a rate of 10.5% per annum, payable semi-annually on June 15 and December 15, beginning on December 15, 2020. The First Lien Notes due 2026 are redeemable at the Company’s option prior to June 15, 2022, at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest, plus an applicable make-whole premium. On or after June 15, 2022, the First Lien Notes due 2026 will be redeemable, in whole or in part, at redemption prices equal to (i) 105.250% for the twelve-month period beginning on June 15, 2022; (ii) 102.625% for the twelve-month period beginning on June 15, 2023 and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest, if any. In addition, at any time on or prior to June 15, 2022, the Company may, subject to certain limitations specified in the First Lien Notes due 2026 Indenture, on one or more occasions, redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2026 at a redemption price equal to 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, with the net cash proceeds of certain equity offerings. If the Company or its restricted subsidiaries sell assets, under certain circumstances, the Company will be required to use the net proceeds to redeem the First Lien Notes due 2026 at a price equal to 100% of the issue price of the First Lien Notes due 2026, plus accrued and unpaid interest, if any. Upon a Change of Control (as defined in the indentures governing the First Lien Notes due 2026), the Company must offer to purchase the First Lien Notes due 2026 at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any. The First Lien Notes due 2026 have not been registered under the Securities Act and will mature on April 24, 2026.

The First Lien Notes due 2026 are fully and unconditionally guaranteed on a joint and several basis by each of the Company’s subsidiaries that currently guarantee its obligations under the Company’s Senior Secured Credit Facilities. The First Lien Notes due 2026 are secured by a first-priority lien on the Collateral.

The indentures governing the First Lien Notes due 2026 contain covenants that restrict the ability of the Company to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in

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respect of its capital stock or make other restricted payments; make certain investments; or transfer certain assets; create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into certain transactions with its affiliates; and allow to exist certain restrictions on the ability of its subsidiaries to pay dividends or make other payments to the Company. The indentures governing the First Lien Notes due 2026 also contain certain affirmative covenants and events of default.

Senior Secured Credit Facilities. The Company is party to that certain Credit Agreement, dated as of April 30, 2013 (as amended by that certain First Amendment to Credit Agreement, dated as of December 11, 2015, that certain Second Amendment to Credit Agreement, dated as of November 8, 2016, that certain Third Amendment to Credit Agreement, dated as of May 9, 2017, that certain Fourth Amendment to Credit Agreement, dated as of June 13, 2017, that certain Fifth Amendment to Credit Agreement, dated as of August 14, 2018, that certain Sixth Amendment to Credit Agreement, dated as of April 22, 2019, that certain Seventh Amendment to Credit Agreement, dated as of April 23, 2020, that certain Eighth Amendment to Credit Agreement, dated as of July 31, 2020, that certain Ninth Amendment to Credit Agreement, dated as of March 8, 2021, that certain Tenth Amendment to Credit Agreement, also dated as of March 8, 2021, that certain Eleventh Amendment to Credit Agreement, dated as of December 20, 2021 (the “Eleventh Amendment”), and that certain Twelfth Amendment to Credit Agreement, dated as of January 25, 2023 (the “Twelfth Amendment”), the “Credit Agreement”), with the issuing banks and lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (as successor to Citicorp North America, Inc., the “Administrative Agent”), pursuant to which the lenders have agreed to provide the Senior Secured Term Loan (as defined below) and the Senior Secured Revolving Credit Facility (as defined below). The Senior Secured Credit Facilities (as defined below) are provided by a syndicate of banks and other financial institutions.

On March 8, 2021, the Company entered into the Ninth Amendment to Credit Agreement (the “Ninth Amendment”), with the requisite revolving lenders party thereto and the Administrative Agent, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant applicable to the Senior Secured Revolving Credit Agreement under the Credit Agreement (the “Covenant Suspension Period”) from a period ending March 31, 2021, to a period ending on March 31, 2022, which was extended by the Eleventh Amendment to a period ending on March 31, 2023, which was further extended by the Twelfth Amendment to a period ending on March 31, 2024 (the Covenant Suspension Period as so extended, the “Extended Covenant Suspension Period”). During the Extended Covenant Suspension Period, the Company will not, and will not permit any of its restricted subsidiaries to, (i) make certain restricted payments, (ii) subject to certain exceptions, incur any indebtedness for borrowed money that is pari passu or senior in right of payment or security with the Revolving Loans (as defined in the Credit Agreement) or (iii) make any investment in or otherwise dispose of any assets to any subsidiary of the Company that is not a Loan Party (as defined in the Credit Agreement) to facilitate a new financing incurred by a subsidiary of the Company. In addition, as an ongoing condition to the suspension of the financial covenant, the Company also agreed to (i) a minimum liquidity test of $100 million, (ii) an anti-cash hoarding test at any time Revolving Loans are outstanding and (iii) additional reporting obligations. In addition, on March 8, 2021 the Company entered into the Tenth Amendment to the Credit Agreement (the “Tenth Amendment”), pursuant to which the Company agreed not to consent to certain modifications to the Credit Agreement described in the Tenth Amendment without the consent of the majority of the revolving lenders party to the Tenth Amendment.

On July 31, 2020, the Company entered into the Eighth Amendment to Credit Agreement (the “Eighth Amendment”) with Citicorp North America, Inc., as the administrative agent, pursuant to which certain restrictive provisions, including modifications to the covenants limiting indebtedness, liens, investments, asset sales and restricted payments, were added to the Credit Agreement to ensure that the terms and conditions of the First Lien Notes due 2026, the Convertible Notes due 2026 and the Second Lien Notes due 2026 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder. The Company accounted for this transaction as a modification of debt.

On April 23, 2020, the Company entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”) with the requisite revolving lenders party thereto and Citicorp North America, Inc., as administrative agent, pursuant to which the requisite revolving lenders party thereto agreed to suspend the financial covenant applicable to the Senior Secured Revolving Credit Facility for the period from and after the effective date of the Seventh Amendment to and including the earlier of (a) March 31, 2021 and (b) the day immediately preceding the last day of the Test Period (as defined in the Credit Agreement) during which the Company has delivered a Financial Covenant Election (as defined in the Credit Agreement) to the Administrative Agent (such period, the “Initial Covenant Suspension Period”). During the Initial Covenant Suspension Period, the Company will not, and will not permit any of its restricted

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subsidiaries to, make certain restricted payments, and such conditions were further amended by the Ninth Amendment. As an ongoing condition to the suspension of the financial covenant, the Company agreed to a minimum Liquidity (as defined in the Seventh Amendment) test, which was amended by the Ninth Amendment. In addition, the Seventh Amendment provides for certain changes to the covenants limiting indebtedness, liens and restricted payments that are intended to match corresponding restrictions under the 10.5% first lien notes due 2025 (the “First Lien Notes due 2025”) and to ensure that the terms and conditions of the First Lien Notes due 2025 (subject to certain exceptions) are not materially more favorable (when taken as a whole) to the noteholders than the terms and conditions of the Credit Agreement (when taken as a whole) are to the lenders thereunder. Pursuant to the terms of the Seventh Amendment, these more restrictive terms will be operative until the repayment, satisfaction, defeasance or other discharge of the obligations under the First Lien Notes due 2025 or an effective amendment of, other consent or waiver with respect to, or covenant defeasance pursuant to the Indenture as result of which the covenants limiting indebtedness, liens and restricted payments thereunder are of no further force or effect. Certain provisions of the Seventh Amendment are amended by the Ninth Amendment.

On April 22, 2019, the Company entered into the Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with each lender party thereto and Citicorp North America, Inc., as administrative agent. Pursuant to the Sixth Amendment, the lenders agreed to provide senior secured financing of $2,225.0 million in aggregate, consisting of (i) $2,000.0 million in aggregate principal amount of senior secured tranche B loans maturing April 22, 2026 (the “Senior Secured Term Loans”) and (ii) a $225.0 million senior secured revolving credit facility (which is also available for letters of credit and for swingline borrowings on same-day notice) maturing April 22, 2024 (the “Senior Secured Revolving Credit Facility” and, together with the Senior Secured Term Loan Loans, the “Senior Secured Credit Facilities”).

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material U.S. restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:

●

a ~~similar investment~~pledge of 100% of the same issuer. ASU 2016-01 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and is effective forequity interests directly held by the Company ~~on January 1, 2018. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements~~ and ~~related disclosures.~~

~~Table~~each guarantor in any wholly-owned material subsidiary of ~~Contents~~

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how the Company ~~determines its allowance for estimated uncollectible receivables~~or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such non-U.S. subsidiary), subject to certain exceptions; and ~~evaluates its available-for-sale investments for impairment. ASU 2016-13 is effective for~~

●

a security interest in substantially all other tangible and intangible assets of the Company ~~in the first quarter of 2020, with early adoption permitted in the first quarter of 2019. The Company is currently evaluating the effect that ASU 2016-13~~and each guarantor, subject to certain exceptions.

The Credit Agreement will require the Company to prepay outstanding term loans, subject to certain exceptions, with:

●

50% (which percentage will ~~have on its consolidated financial statements and related disclosures, and~~be reduced to 0% if the Company ~~has not determined if it will early adopt.~~

~~In August 2016,~~attains a certain secured net leverage ratio) of the ~~FASB issued ASU 2016-15, Statement~~Company’s annual excess cash flow;

●

100% of ~~Cash Flows (Topic 230): Classification~~the net cash proceeds of ~~Certain Cash Receipts and Cash Payments. The purpose of ASU 2016-15 is to reduce the diversity in practice in how~~ certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The new standard is effective fornon-ordinary course asset sales by the Company ~~on January 1, 2018. The~~and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100% of such proceeds, subject to certain qualifications; and

●

100% of the net proceeds of any issuance or incurrence of debt by the Company ~~is currently evaluating this new guidance to determine the impact it will have on~~or any of its ~~consolidated financial statements.~~

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires that an entity recognize the income tax consequences of intra-entity transfers of assetsrestricted subsidiaries, other than ~~inventory at~~certain debt permitted under the time of the transfer instead of deferring the tax consequences until the asset has been sold to an outside party, as current U.S. GAAP requires. ASU 2016-16 is effective for annual periods, and interim periods therein, beginningCredit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal payments on the Senior Secured Term Loan. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty, except for customary “breakage” costs with respect to LIBOR loans under the Senior Secured Credit Facilities.

The Senior Secured Term Loans bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) LIBOR determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) an applicable margin plus LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. Borrowings

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under the Senior Secured Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate, (b) the prime rate announced by the Administrative Agent from time to time and (c) LIBOR determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (2) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs. As of December 31, 2022, the applicable margins for borrowings under the Senior Secured Term Loan and the Senior Secured Revolving Credit Facility were 7.27% and 6.77%, respectively.

The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers and acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.

The availability of certain baskets and the ability to enter into certain transactions will also be subject to compliance with certain financial ratios. In addition, the Senior Secured Revolving Credit Facility includes a financial covenant that requires, in certain circumstances, compliance with a certain secured leverage ratio. As of December 31, 2022, the Company was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.

Convertible Notes due 2026. Concurrently with the Exchange Offers, to obtain the consent of the holders of the 2.95% Convertible Notes due 2024 (the “Convertible Notes due 2024”) to the transactions contemplated by the Exchange Offers, the Company restructured $600 million of Convertible Notes due 2024 issued in 2018 to Silver Lake and others pursuant to which the maturity of the Convertible Notes due 2024 was extended to May 1, 2026 (the “Convertible Notes due 2026”) (the “Convertible Notes” means the Convertible Notes due 2024 before July 31, 2020 and the Convertible Notes due 2026 after July 31, 2020), a first-priority lien on the Collateral was granted to secure indebtedness thereunder and certain covenants were modified. The Convertible Notes due 2026 were issued pursuant to an amended and restated indenture, dated as of July 31, 2020, among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The Company accounted for this transaction 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 modification did not result in the recognition of any gain or loss and the Company established new effective interest rates based on the carrying value of the Convertible Notes due 2024. Third party costs related to the transaction were expensed as incurred and amounts paid to lenders were capitalized and amortized through maturity of the debt. The Convertible Notes due 2026 are convertible at the option of the holders thereof on the same terms as the Convertible Notes due 2024. Upon maturity, the $600.0 million principal amount of the Convertible Notes due 2026 will be payable in cash. The Company will pay interest in cash on the Convertible Notes due 2026 at 2.95% per annum, semi-annually in arrears on September 15^th and March 15^th, commencing on September 15, 2020.

On January 27, 2021, affiliates of Silver Lake and certain co-investors (collectively, the “Noteholders”) elected to convert (the “Conversion”) all $600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock at a conversion price of $6.76 per share. The non-cash Conversion settled on January 29, 2021, and resulted in the issuance of 44,422,860 shares of the Company’s Common Stock and 44,422,860 of the Company’s AMC Preferred Equity Units to the Noteholders. The Company recorded approximately $71.0 million of non-cash interest expense during the year ended December 31, 2021 for unamortized discount and deferred charges at the date of conversion following the guidance in ASC 815-15-40-1. The non-cash Conversion reduced the Company’s first-lien indebtedness by $600.0 million. Pursuant to the Stock Repurchase and Cancellation Agreement with Dalian Wanda Group Co., Ltd. (“Wanda”) dated as of September 14, 2018, 5,666,000 shares of the Company’s Class B common stock and 5,666,000 AMC Preferred Equity Units held by Wanda were forfeited and cancelled in connection with the Conversion.

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The carrying value of the Convertible Notes is as follows:


	Carrying Value				Reclassification		Carrying Value		Conversion		Carrying Value
	as of		Increase		to Additional		as of		on		as of
(In millions)	December 31, 2019		to Expense		Paid-in Capital		December 31, 2020		January 29, 2021		January 29, 2021
Principal balance	$	600.0	$	—	$	—	$	600.0	$	(600.0)	$	—
Discount		(73.7)		12.2		—		(61.5)		61.5		—
Deferred financing costs		(11.2)		1.7		—		(9.5)		9.5		—
Derivative liability		0.5		89.4		(89.9)		—		—		—
Carrying value	$	515.6	$	103.3	$	(89.9)	$	529.0	$	(529.0)	$	—

On April 24, 2020, the Company entered into a supplemental indenture (the “Supplemental Indenture”) to the Convertible Notes due 2024 indenture, dated as of September 14, 2018. The Supplemental Indenture amended the debt covenant under the Convertible Notes due 2024 Indenture to permit the Company to issue the First Lien Notes due 2025, among other changes.

On September 14, 2018, the Company issued $600.0 million aggregate principal amount of its 2.95% Senior Unsecured Convertible Notes due 2024 to Silver Lake and others. The Convertible Notes due 2024 would have matured on September 15, 2024, subject to earlier conversion by the holders thereof, repurchase by the Company at the option of the holders or redemption by the Company upon the occurrence of certain contingencies, as discussed below.

On September 14, 2018, the Company bifurcated the conversion feature from the principal balance of the Convertible Notes due 2024 as a derivative liability because (1) a conversion feature was not clearly and closely related to the debt instrument and the reset of the conversion price caused the conversion feature to not be considered indexed to the Company’s equity, (2) the conversion feature standing alone met the definition of a derivative, and (3) the Convertible Notes due 2024 were not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statements of operations. The initial derivative liability of $90.4 million is offset by a discount to the principal balance and was amortized to interest expense resulting in an effective rate of 5.98% over the extended term of the Convertible Notes due 2024. The Company also recorded deferred financing costs of approximately $13.6 million related to the issuance of the Convertible Notes due 2024 and will amortize those costs to interest expense under the effective interest method over the extended term of the Convertible Notes due 2024. The Company recorded interest expense for the year ended December 31, 2020 $31.8 million.

The derivative liability was remeasured at fair value each reporting period, a Level 3 fair value estimate, until the conversion price reset on September 14, 2020, with changes in fair value recorded in the consolidated statements of operations as other expense or income. On September 14, 2020, the conversion price reset from $9.48 per share to $6.76 per share pursuant to the terms of the Indenture for the Convertible Notes due 2024 and the derivative liability as of September 14, 2020 was reclassified to permanent equity as the conversion feature is indexed to the Company’s equity. For the years ended December 31, 2020 and December 31, 2019, the Company recorded in other expense (income) of $89.4 million and $(23.5) million, respectively, related to the derivative liability fair value adjustments for embedded conversion feature in the Convertible Notes due 2024.

Pursuant to the Stock Repurchase and Cancellation Agreement between the Company and Wanda, the conversion feature of the Convertible Notes due 2024 would result in 5,666,000 shares of the Company’s Class B common stock and 5,666,000 AMC Preferred Equity Units held by Wanda being subject to forfeiture and retirement by the Company at no additional cost. This cancellation agreement was a contingent call option for the forfeiture shares, which was a freestanding derivative measured at fair value on a recurring basis, which was a Level 3 estimate of fair value. The initial derivative asset of $10.7 million was offset by a credit to stockholders’ equity related to the Class B common stock purchase and cancellation. The forfeiture shares feature was not clearly and closely related to the Convertible Notes due 2024 host and it was bifurcated and accounted for as a derivative asset measured at fair value through earnings each reporting period until the conversion feature reset on September 14, 2020, with changes in fair value recorded in the consolidated statements of operations as other expense or income. For the year ended December 31, 2020, this resulted in other expense (income) of $19.6 million related to the derivative asset fair value adjustment for contingent call option related to the Class B common stock purchase and cancellation agreement. On September 14, 2020, the conversion price reset from $9.48 per share to $6.76 per share pursuant to the terms of the Indenture for the Convertible Notes due 2024 and the derivative asset as of September 14, 2020 was reclassified to permanent equity as the number of shares that will be cancelled on conversion of the Convertible Notes due 2024 were known. The Company recorded an immaterial non-cash correction of $26.2 million recorded in other expense during the year ended December

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31, 2020. The adjustment related to the Company correcting the valuation methodology applied to the derivative asset related to the cancellation agreement entered into on September 14, 2018, a Level 3 estimate of fair value for a complex instrument developed in consultation with a third party specialist.

First Lien Notes Due 2025

On April 24, 2020, the Company issued $500.0 million aggregate principal amount of its 10.5% First Lien Notes due 2025, in a private offering, pursuant to an indenture, dated as of April 24, 2020 (the “First Lien Notes Indenture”), among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and collateral agent. The Company used the net proceeds from the First Lien Notes due 2025 private offering for general corporate purposes, including further increasing the Company’s liquidity. The First Lien Notes due 2025 were issued with a discount of $10.0 million and bear interest at a rate of 10.5% per annum, payable semi-annually on April 15 and October 15 each year, commencing October 15, 2020. The First Lien Notes due 2025 will mature on April 15, 2025. The Company recorded deferred financing costs of approximately $8.9 million related to the issuance of the First Lien Notes due 2025 and will amortize those costs to interest expense under the effective interest method over the term of the First Lien Notes due 2025.

The First Lien Notes due 2025 are general senior secured obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior secured basis by all of the Company’s existing and future subsidiaries that guarantee the Company’s other indebtedness, including the Company’s Senior Secured Credit Facilities. The First Lien Notes due 2025 are secured, on a pari passu basis with the Senior Secured Credit Facilities, on a first-priority basis by substantially all of the tangible and intangible assets owned by the Company and guarantors that secure obligations under the Senior Secured Credit Facilities including pledges of capital stock of certain of the Company’s and the guarantor’s wholly-owned material subsidiaries (but limited to 65% of the voting stock of any foreign subsidiary), subject to certain thresholds, exceptions and permitted liens.

The Company may redeem some or all of the First Lien Notes due 2025 at any time on or after April 15, 2022, at the redemption prices set forth in the First Lien Notes Indenture. In addition, the Company may redeem up to 35% of the aggregate principal amount of the First Lien Notes due 2025 using net proceeds from certain equity offerings on or prior to April 15, 2022 at a redemption price equal to 110.5% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption. The Company may redeem some or all of the First Lien Notes due 2025 at any time prior to April 15, 2022 at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium.

The First Lien Notes Indenture contains covenants that limit the Company’s ability to, among other things: (i) incur additional indebtedness, including additional senior indebtedness; (ii) pay dividends on or make other distributions in respect of its capital stock; (iii) purchase or redeem capital stock or prepay subordinated debt or other junior securities; (iv) create liens ranking pari passu in right of payment with or subordinated in right of payment to First Lien Notes due 2025; (v) enter into certain transactions with its affiliates; and (vi) merge or consolidate with other companies or transfer all or substantially all of its assets. These covenants are subject to a number of important limitations and exceptions. The First Lien Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding First Lien Notes due 2025 to be due and payable immediately.

Sterling Notes Due 2024

On November 8, 2016, the Company issued £250.0 million aggregate principal amount of its 6.375% Senior Subordinated Notes due 2024 (the "Sterling Notes due 2024") in a private offering. The Company recorded deferred financing costs of approximately $14.1 million related to the issuance of the Sterling Notes due 2024. The Sterling Notes due 2024 mature on November 15, 2024. The Company will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019 at 104.781% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date. On or prior to November 15, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the Sterling Notes due 2024 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition.

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On March 17, 2017, the Company issued £250.0 million additional aggregate principal amount of its Sterling Notes due 2024 at 106% plus accrued interest from November 8, 2016 in a private offering. These additional Sterling Notes due 2024 were offered as additional notes under an indenture pursuant to which the Company had previously issued and has outstanding £250.0 million aggregate principal amount of its 6.375% Sterling Notes due 2024. The Company recorded deferred financing costs of approximately $12.7 million related to the issuance of the additional Sterling Notes due 2024. The Sterling Notes due 2024 mature on November 15, 2024. The Company will pay interest on the Sterling Notes due 2024 at 6.375% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. Interest on the additional Sterling Notes will accrue from November 8, 2016. The Company may redeem some or all of the Sterling Notes due 2024 at any time on or after November 15, 2019, at 104.781% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November 15, 2022, plus accrued and unpaid interest to the redemption date. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Sterling Notes due 2024 using net proceeds from certain equity offerings completed on or prior to November 15, 2019. On or prior to November 15, 2019, the Company may redeem the Sterling Notes due 2024 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the additional Sterling Notes to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.

On March 17, 2017, in connection with the issuance of the additional Sterling Notes due 2024, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements with the SEC not later than 270 days from November 8, 2016 with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of November 8, 2016. The Company filed its Form S–4 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April 19, 2017, and it was declared effective June 7, 2017. All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Sterling Notes due 2024 by approximately $632.1 million (£496,014 par value), or 99.2% of the then outstanding Sterling Notes due 2024.

Notes Due 2025

On June 5, 2015, the Company issued $600.0 million aggregate principal amount of its 5.75% Senior Subordinated Notes due 2025 (the “Notes due 2025”) in a private offering. The Company capitalized deferred financing costs of approximately $11.4 million, related to the issuance of the Notes due 2025. The Notes due 2025 mature on June 15, 2025. The Company will pay interest on the Notes due 2025 at 5.75% per annum, semi-annually in arrears on June 15th and December 15th, commencing on December 15, 2015. The Company may redeem some or all of the Notes due 2025 at any time on or after June 15, 2020 at 102.875% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after June 15, 2023, plus accrued and unpaid interest to the redemption date. Prior to June 15, 2020, the Company may redeem the Notes due 2025 at par plus a make-whole premium. The Company used the net proceeds from the Notes due 2025 private offering and cash on hand, to pay the consideration for the tender offer for the Notes due 2020, plus any accrued and unpaid interest and related transaction fees and expenses.

On June 5, 2015, in connection with the issuance of the Notes due 2025, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company filed a registration statement on June 19, 2015 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2025 for exchange Notes due 2025 registered pursuant to an effective registration statement; the registration statement was declared effective on June 29, 2015, and the Company commenced the exchange offer. The exchange notes have terms substantially identical to the original notes except that the exchange notes do not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer within 210 days after the issue date. After the exchange offer expired on July 27, 2015, all of the original Notes due 2025 were exchanged.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2025 by approximately $501.7 million, or 83.61% of the then outstanding Notes due 2025.

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Notes Due 2026

On November 8, 2016, the Company issued $595.0 million aggregate principal amount of its 5.875% Senior Subordinated Notes due 2026 (the "Notes due 2026") in a private offering. The Company recorded deferred financing costs of approximately $27.0 million related to the issuance of the Notes due 2026. The Notes due 2026 mature on November 15, 2026. The Company will pay interest on the Notes due 2026 at 5.875% per annum, semi-annually in arrears on May 15th and November 15th, commencing on May 15, 2017. The Company may redeem some or all of the Notes due 2026 at any time on or after November 15, 2021, at 102.938% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after November 15, 2024, plus accrued and unpaid interest to the redemption date. On or prior to November 15, 2021, the Company may redeem the Notes due 2026 at par, including accrued and unpaid interest plus a make-whole premium. The Company used the net proceeds from the Notes due 2026 private offering to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition.

On November 8, 2016, in connection with the issuance of the Notes due 2026, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file a registration statement with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date. The Company filed its Form S–4 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April 19, 2017, and it was declared effective June 7, 2017. All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2026 by approximately $539.4 million, or 90.65% of the then outstanding Notes due 2026.

Notes Due 2027

On March 17, 2017, the Company issued $475.0 million aggregate principal amount of its 6.125% Senior Subordinated Notes due 2027 (the "Notes due 2027"). The Company recorded deferred financing costs of approximately $19.8 million related to the issuance of the Notes due 2027. The Notes due 2027 mature on May 15, 2027. The Company will pay interest on the Notes due 2027 at 6.125% per annum, semi-annually in arrears on May 15th and November 15th, commencing on November 15, 2017. The Company may redeem some or all of the Notes due 2027 at any time on or after May 15, 2022 at 103.063% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after May 15, 2025, plus accrued and unpaid interest to the redemption date. In addition, the Company may redeem up to 35% of the aggregate principal amount of the Notes due 2027 using net proceeds from certain equity offerings completed on or prior to May 15, 2020, at a redemption price as set forth in the indenture governing the Notes due 2027. The Company may redeem some or all of the Notes due 2027 at any time prior to May 15, 2022 at a redemption price equal to 100% of their aggregate principal amount and accrued and unpaid interest to, but not including, the date of redemption, plus an applicable make-whole premium. The Company used the net proceeds from the Notes due 2027 private offering to pay a portion of the consideration for the acquisition of Nordic plus related refinancing of Nordic debt assumed in the acquisition.

On March 17, 2017, in connection with the issuance of the Notes due 2027, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file one or more registration statements with the SEC not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 365 days of the issuance date. The Company filed its Form S–4 registration statement related to the registration rights agreement with the Securities and Exchange Commission on April 19, 2017, and it was declared effective June 7, 2017. All of the original notes were exchanged as of July 12, 2017.

On July 31, 2020, as part of the Exchange Offers, the Company reduced the aggregate principal amounts of Notes due 2027 by approximately $344.3 million, or 72.48% of the then outstanding Notes due 2027.

During the year ended December 31, 2022, the Company repurchased $5.3 million aggregate principal payments of Senior Subordinated Notes due 2027 for $1.6 million and recorded a gain on extinguishment of $3.7 million in other expense (income).

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Financial Covenants

The Company currently estimates that its existing cash and cash equivalents will be sufficient to comply with minimum liquidity and financial covenant requirements under its debt covenants related to borrowings pursuant to the Senior Secured Revolving Credit Facility, currently and through the next twelve months. The Company entered the Ninth Amendment 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 (the secured leverage ratio) applicable to the Senior Secured Revolving Credit Facility from March 31, 2021 to March 31, 2022, which was further extended by the Eleventh Amendment from March 31, 2022 to March 31, 2023 and further extended by the Twelfth Amendment from March 31, 2023 to March 31, 2024, in each case, as described, and on the terms and conditions specified, therein. The Company is currently subject to a minimum liquidity requirement of $100 million as a condition to the Extended Covenant Suspension Period. 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, the Company was in a covenant suspension period under the Senior Secured Revolving Credit Facility as described above.

NOTE 9—STOCKHOLDERS’ EQUITY

Share Rights and Privileges

Holders of Holdings’ Common Stock and AMC Preferred Equity Units are entitled to one vote per each share and holders of AMC Preferred Equity Units are entitled to one vote per unit. Holders of Common Stock and AMC Preferred Equity Units share ratably (based on the number of shares of Common Stock and/or AMC Preferred Equity Units held) in any dividend declared by its board of directors. AMC Preferred Equity Units are convertible into shares of Common Stock upon stockholder approval to authorize sufficient additional Common Stock to do so, otherwise the Common Stock and AMC Preferred Equity Units are not convertible into any other shares of Holdings’ capital stock.

Share Issuances

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company entered into various equity distribution agreement with sales agents to sell shares of the Company’s 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.

On December 22, 2022, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Antara pursuant to which the Company will (i) sell Antara 106,595,106 APEs for an aggregate purchase price of $75.1 million and (ii) simultaneously purchase from Antara $100 million aggregate principal amount of the Company's 10%/12% Cash/PIK Toggle Second Lien Notes due 2026 in exchange for 91,026,191 APEs. Immediately prior to entry into the Forward Purchase Agreement, Antara purchased 60,000,000 APEs (the “Initial APEs”) under the Company’s at-the-market program for $34.9 million. The Forward Purchase Agreement and Initial APEs were determined to be equity investments and the related $34.9 million is recorded into Additional Paid-in Capital at December 31, 2022.

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company paid fees to the sales agents of approximately $5.7 million, $40.3 million, $8.1 million, respectively. During the year ended December 31, 2021, the Company paid other fees of $0.8 million.

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"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
November 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 year 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
January 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 year ended December 31, 2021	241.62	241.62	$	1,611.8
September 26, 2022	Citigroup Global Markets Inc.	-	207.75		228.8
	Total year ended December 31, 2022	-	207.75	$	228.8

(1)

On December ~~15, 2017. The new standard is effective for~~11, 2020, the Company ~~on January 1, 2018. Early application is permitted in any interim or annual period. The Company is currently evaluating this new guidance~~entered into an equity distribution agreement with Goldman Sachs & Co. LLC and B. Riley Securities, Inc., as sales agents to ~~determine the impact it will have on its consolidated financial statements.~~

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changessell up to the terms or conditions of the share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, the ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. The new standard is effective for the Company on January 1, 2018. Early adoption is permitted, including adoption in any interim period. The amendments in ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The adoption of this standard is not expected to have a material impact on the consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments allow for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The amendments also require certain disclosures about stranded tax effects. ASU 2018-02 is effective for the Company on January 1, 2019 and early adoption of the amendments is permitted, including adoption in any interim period. The Company is currently evaluating the effect that ASU 2018-02 will have on its consolidated financial statements and related disclosures.

~~NOTE 2 – ACQUISITIONS~~

~~Odeon and UCI Cinemas Holdings Limited.~~

~~On November 30, 2016, the Company completed the acquisition of Odeon for approximately £510.4~~178.0 million ~~($637.1 million) comprised of cash of approximately £384.8 million ($480.3 million) and 4,536,466~~ shares of the Company’s ~~Class A common stock with a fair value~~Common Stock and 178.0 million AMC Preferred Equity Units, of ~~£125.6~~which approximately 40.93 million ~~($156.4 million) based on a closing share price of $34.55 per share on November 29, 2016. The amounts set forth above are based on a GBP/USD exchange rate of approximately 1.25 on November 30, 2016.~~

The acquisition was being treated as a purchase in accordance with ASC 805, Business Combinations, which required allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a

~~Table of Contents~~

valuation assessment. The Company finalized the appraisals for both tangible and intangible assets and liabilities during the fourth quarter of 2017. The following is a summary of the final allocation of the purchase price:

(In millions)

November 30, 2016

Changes

December 31, 2017
Cash

$
41.6

$
—

$
41.6
Receivables

26.2

—

26.2
Other current assets

58.1

—

58.1
Property (1)

755.9

(19.9)

736.0
Intangible assets (2)

112.1

2.3

114.4
Goodwill (3)

898.6

26.1

924.7
Deferred tax asset

18.7

4.6

23.3
Other long-term assets

29.6

—

29.6
Accounts payable

(78.9)

—

(78.9)
Accrued expenses and other liabilities

(118.2)

(2.1)

(120.3)
Deferred revenues and income

(20.4)

0.4

(20.0)
9% Senior Secured Note GBP due 2018

(382.9)

—

(382.9)
4.93% Senior Secured Note EUR due 2018

(213.7)

—

(213.7)
Capital lease and financing lease obligations (4)

(365.3)

(2.9)

(368.2)
Deferred tax liability

(21.3)

4.5

(16.8)
Other long-term liabilities (5)

(103.0)

(13.0)

(116.0)
Total estimated purchase price

$
637.1

$
—

$
637.1

~~(1)~~

~~Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment.~~ ~~During the year ended December 31, 2017, the Company recorded measurement period adjustments primarily related to the valuation of property and financing lease obligations.~~ ~~During the year ended December 31, 2017, the Company sold one theatre and reduced the carrying value to fair value.~~

~~(2)~~

~~Amounts recorded for intangible assets include favorable leases, management agreements and trade names.~~

~~(3)~~

~~Amounts recorded for goodwill are not deductible for tax purposes.~~

~~(4)~~

~~Including current portion of approximately $26.4 million.~~

~~(5)~~

~~Amounts recorded for other long-term liabilities include unfavorable leases of approximately $51.1 million.~~

The fair value measurement of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows, appraisals, and market comparables.

During the years ended December 31, 2017 and December 31, 2016, the Company incurred acquisition-related costs for Odeon of approximately $12.3 million and $20.9 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. Odeon was acquired on November 30, 2016 and the Company immediately began integrating the operations. The revenues for the years ended December 31, 2017 and December 31, 2016 were $1,089.1 million and $112.7 million, respectively, and the net earnings was $20.9 million and $16.8 million, respectively.

~~Carmike Cinemas, Inc.~~

~~On December 21, 2016, the Company completed the acquisition of Carmike Cinemas, Inc. (“Carmike”) for approximately $858.2 million comprised of cash of $584.3 million and 8,189,808~~ shares of ~~the Company’s Class A common stock with a fair value~~Common Stock and 40.93 million shares of ~~$273.5~~AMC Preferred Equity Units were sold and settled during December 2020 and approximately 137.07 million ~~(based on a closing share price~~shares of ~~$33.45 per share on December 20, 2016). The Company also assumed debt~~Common Stock and 137.0 million shares of ~~$230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”).~~

~~The acquisition was being treated as a purchase in accordance with ASC 805, Business Combinations, which required allocation of the purchase price to the estimated fair values of assets~~AMC Preferred Equity Units were sold and ~~liabilities acquired in the transaction.~~

~~Table of Contents~~

The allocation of purchase price is based on management’s judgment after evaluating several factors, including a valuation assessment. The Company finalized the appraisals for both tangible and intangible assets and liabilities during the fourth quarter of calendar 2017. The following is a summary of the final allocation of the purchase price:

(In millions)

December 21, 2016

Changes

December 31, 2017
Cash

$
86.5

$
—

$
86.5
Receivables

12.3

(0.3)

12.0
Other current assets

14.2

(0.7)

13.5
Property (1)

719.6

(82.3)

637.3
Intangible assets (2)

25.9

(5.5)

20.4
Goodwill (3)

624.8

27.8

652.6
Other long-term assets

19.4

—

19.4
Accounts payable

(37.0)

—

(37.0)
Accrued expenses and other liabilities

(53.0)

(0.3)

(53.3)
Deferred revenues and income

(19.9)

(0.7)

(20.6)
Deferred tax asset (liability)

(19.5)

88.2

68.7
6% Senior Secured Notes due 2023

(242.1)

—

(242.1)
Capital and financing lease obligations (4)

(222.0)

(1.7)

(223.7)
Other long-term liabilities (5)

(51.0)

(24.5)

(75.5)
Total estimated purchase price

$
858.2

$
—

$
858.2

~~(1)~~

Amounts recorded for property includes land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment. During the year ended December 31, 2017, the Company sold 13 theatres and reduced the carrying value to fair value.

~~(2)~~

~~Amounts recorded for intangible assets include favorable leases and trade name.~~

~~(3)~~

~~Amounts recorded for goodwill are not deductible for tax purposes.~~

~~(4)~~

~~Including current portion of approximately $30.4 million.~~

~~(5)~~

~~Amounts recorded for other long-term liabilities include unfavorable leases of approximately $75.5 million.~~

During the years ended December 31, 2017, and December 31, 2016, the Company incurred acquisition-related and transition costs for Carmike of approximately $39.6 million and $25.4 million, respectively, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. Carmike was acquired on December 21, 2016 and the Company immediately began integrating the operations. The revenues for the years ended December 31, 2017 and December 31, 2016 were $693.2 million and $46.5 million, respectively, and the net earnings (loss) was $(13.3) million and $16.2 million, respectively.

~~Department of Justice Final Judgment~~ - In connection with the acquisition of Carmike the Company entered into a Final Judgment with the United States Department of Justice (“DOJ”) on March 7, 2017, pursuant to which the Company agreed to take certain actions to enable it to complete its acquisition of Carmike, including the divestiture of 17 movie theatres (and certain related assets) in the 15 local markets where the Company and Carmike are direct competitors to one or more acquirers acceptable to the DOJ (the Company received gross proceeds of $25.1 million related to divested theatre assets that were held for sale and soldsettled during the year ended December 31, ~~2017); establish firewalls to ensure~~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 ~~does not obtain National CineMedia, LLC’s (“NCM LLC”), National CineMedia, Inc. (“NCM, Inc”~~reclassified amounts recorded in treasury stock to additional paid-in capital of $37.1 million and ~~collectively with NCM LLC “NCM”) Screenvision’s or other exhibitors competitively sensitive information; relinquish seats on NCM’s board~~loss of ~~directors and all other NCM governance rights; and transfer 24 theatres comprising 384 screens (which represent less than 2% of NCM’s total network)~~$19.3 million to the Screenvision network. This includes five Carmike theatres that implemented the Screenvision network prior to completion of the Carmike acquisition, an AMC theatre required to extend its existing term with the Screenvision network, and an AMC theatre that

~~Table of Contents~~

was also included in the divestitures. The settlement agreement also requires the Company to divest the majority of its equity interests in NCM, so that by June 20, 2019, it owns no more than 4.99% of NCM’s outstanding equity interests on a fully converted basis per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15% of NCM’s outstanding equity interests; (ii) on or before December 20, 2018, AMC must own no more than 7.5% of NCM’s outstanding equity interests; and (iii) on or before June 20, 2019 AMC must own no more than 4.99% of NCM’s outstanding equity interests. The Company sold 14,800,000 NCM, Inc. common sharesretained earnings during the year ended December 31, 2017 and has satisfied the DOJ divestiture requirements related to NCM for calendar 2017 as calculated pursuant to the Final Judgment. In addition, in accordance with the terms of the settlement, effective December 20, 2016, Craig R. Ramsey, executive vice president and Chief Financial Officer of the Company, resigned his position as a member of the Board of Directors of NCM, Inc.2021.

Transaction Related to Exchange Offers

Certain backstop purchasers of the First Lien Notes due 2026 that participated in the Exchange Offer received five million common shares and five million AMC Preferred Equity Units. See Note 8—Corporate Borrowings and Finance Lease Liabilities for further information.

Transactions with Mudrick

On June 1, 2021, the Company issued to Mudrick 8.5 million shares of the Company’s Common Stock, 8.5 million of AMC Preferred Equity Units and raised gross proceeds of $230.5 million and paid fees of approximately $0.1 million related to this transaction. The Company issued the shares in reliance on an exemption from registration provided by section 4(a)(2) of the Securities Act of 1933. The Company intends 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

~~NCM Agreement~~

On March 9, 2017, the Company reached an agreement with NCM to implement the requirements of the Final Judgment entered in connection with the DOJ approval of the Carmike transaction. Pursuant to the agreement, the Company received approximately 18,400,000 NCM common units related to annual attendance at the Carmike theatres. Because the Carmike theatres were subject to a pre-existing agreement with a third-party and will not receive advertising services from NCM, the Company will be obligated to make quarterly payments to NCM reflecting the estimated value of the advertising services at the Carmike theatres as if NCM had provided such services. The quarterly payments will continue until the earlier of (i) the date the theatres are transferred to the NCM network or (ii) expiration of the Exhibitors Services Agreement (“ESA”) with NCM. All calculations were be made pursuant to the terms of the existing ESA and Common Unit Adjustment Agreement with NCM. With regard to the existing AMC theatres on the NCM network that are required under the Final Judgment to be transferred to another advertising provider, the Company returned approximately 2,850,000 NCM common units to NCM, calculated under the Common Unit Adjustment Agreement as if such theatres had been disposed of on March 3, 2017. The Company is not obligated to make quarterly payments with respect to the transferred theatres. In addition, the Company returned 1,800,000 additional NCM common units (valued at approximately $25.0 million) in exchange for a waiver of exclusivity by NCM as to the required transferred theatres for the term of the Final Judgment, which was expensed as General and administrative: Merger, acquisition and transaction costs when the common units were returned to NCM. As a result of the agreement, the Company received approximately 13,750,000 net additional NCM common units, valued at approximately $175.0 million based on the market price of NCM, Inc. stock on March 8, 2017. Due to the structure of the transactions, the Company no longer anticipates recognizing taxable gain upon the receipt of the new NCM common units. The Company reimbursed NCM $1.0 million for expenses related to the negotiation of this agreement.

~~Nordic Cinema Group Holding AB~~

On March 28, 2017, the Company completed the acquisition of Nordic Cinema Group Holding AB (“Nordic”) for cash. The purchase price for Nordic was cash of SEK 5,756 million ($654.9 million), which includes payment of interest on the equity value and repayment of shareholder loans. As a result of the acquisition, the Company assumed the indebtedness of Nordic of approximately SEK 1,269 million ($144.4 million) and indebtedness of approximately €156 million ($169.5 million) as of March 28, 2017, which was refinanced subsequent to the acquisition. The Company also assumed approximately SEK 13.5 million ($1.6 million) and approximately €1.0 million ($1.1 million) of interest rate swaps related to the indebtedness, which were repaid following the acquisition. All amounts have been converted into US Dollar amounts assuming an SEK/USD exchange rate of 0.11378 and an EUR/USD exchange rate of 1.0865, which were the exchange rates on March 27, 2017.

The acquisition is being treated as a purchase in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805, Business Combinations”), which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. The allocation of purchase price is based on management’s judgment after evaluating several factors, including a preliminary valuation assessment. Because the values assigned to assets acquired and liabilities assumed are based on preliminary estimates of fair value available as of the date of this Annual Report on Form 10–K, amounts may be adjusted during the measurement period of up to twelve months from the date of acquisition or as further information becomes available. Any changes in the fair values of assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. The allocation of purchase price is preliminary and subject to changes as appraisals of tangible and intangible assets and liabilities including working capital are finalized, purchase price adjustments are completed and additional information regarding

~~Table of Contents~~

~~the tax bases of assets and liabilities at the acquisition date becomes available. The following is a summary of a preliminary allocation of the purchase price:~~

(In millions)

March 28, 2017

Changes

December 31, 2017
Cash

$
70.5

$
0.9

$
71.4
Restricted cash

—

5.9

5.9
Receivables

25.0

(11.6)

13.4
Other current assets

14.0

9.6

23.6
Property (1)

89.8

44.8

134.6
Intangible assets (1) (2)

—

23.8

23.8
Goodwill (3)

872.1

(72.8)

799.3
Deferred tax asset

5.5

(4.2)

1.3
Other long-term assets

41.0

28.0

69.0
Accounts payable

(30.3)

0.1

(30.2)
Accrued expenses and other liabilities

(26.5)

(9.6)

(36.1)
Deferred revenues and income

(43.5)

—

(43.5)
Term Loan Facility (SEK)

(144.4)

—

(144.4)
Term Loan Facility (EUR)

(169.5)

—

(169.5)
Capital lease and financing lease obligations (1)(4)

(29.2)

17.5

(11.7)
Deferred tax liability

(5.2)

(14.7)

(19.9)
Other long-term liabilities (5)

(14.4)

(17.7)

(32.1)
Total estimated purchase price

$
654.9

$
—

$
654.9

~~(1)~~

~~Amounts recorded for property include land, buildings, capital lease assets, leasehold improvements, furniture, fixtures and equipment.~~ During the year ended December 31, 2017, the Company recorded measurement period adjustments primarily related to the preliminary valuation of property, intangible assets, equity method investments, financing lease obligations and related tax adjustments.

~~(2)~~

~~Additional information for intangible assets acquired on March 28, 2017 is presented below:~~

Weighted Average

Gross
(In millions)

Amortization Period

Carrying Amount
Acquired intangible assets:

Amortizable intangible assets:

Favorable leases

7.0 years

$
3.2
Favorable subleases

4.5 years

1.3
Screen advertising agreement

5.0 years

8.3
Trade name agreement

4.0 years

1.0
Total, amortizable

5.3 years

$
13.8
Unamortized intangible assets:

Trade names

$
10.0

~~(3)~~

~~Amounts recorded for goodwill are not expected to be deductible for tax purposes.~~

~~(4)~~

~~Including current portion of approximately $1.9 million.~~

~~(5)~~

~~Amounts recorded for other long-term liabilities include unfavorable leases of approximately $18.5 million.~~

During the year ended December 31, 2017, the Company incurred acquisition-related and transition costs for Nordic of approximately $10.1 million, which were included in general and administrative expense: merger, acquisition and transaction costs in the Consolidated Statements of Operations. Nordic was acquired on March 28, 2017 and the Company immediately began integrating the operations. The revenues for Nordic during the year ended December 31, 2017 were $266.6 million, and net earnings was $22.7 million for the year ended December 31, 2017.

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~~Pro Forma Results of Operations (Unaudited)~~

The following selected comparative unaudited pro forma results of operation information for the years ended December 31, 2017 and December 31, 2016 assumes that the Odeon, Carmike, and Nordic acquisitions occurred at the beginning of 2016, and reflects the full results of operations for the years presented. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Odeon, Carmike, and Nordic to reflect the fair value adjustments to property and equipment and financing obligations. The pro forma financial information presented includes the effects of adjustments related to preliminary values assigned to long-lived assets, including depreciation charges from acquired property and equipment, interest expense and incremental shares issued from financing the acquisitions and the related income tax effects and the elimination of Carmike and AMC historical revenues and expenses for theatres in markets that were divested as required by the Department of Justice. Merger, acquisition and transaction costs directly related to the acquisitions have not been removed.

Pro Forma Year Ended

December 31,
(In millions)

2017

2016
Revenues

$
5,156.0

$
5,256.5
Operating income

$
108.8

$
191.8
Net loss

$
(497.1)

$
(88.0)
Income (loss) per share:

Basic

$
(3.88)

$
(0.67)
Diluted

$
(3.88)

$
(0.67)

~~NOTE 3 – PROPERTY~~

~~A summary of property is as follows:~~

(In millions)

December 31, 2017

December 31, 2016

Property owned:

Land

$
130.5

$
147.7

Buildings and improvements

949.9

987.2

Leasehold improvements

1,198.0

1,074.1

Furniture, fixtures and equipment

1,970.6

1,498.9

4,249.0

3,707.9

Less: accumulated depreciation

1,248.6

786.0

3,000.4

2,921.9

Property leased under capital leases:

Building and improvements

134.4

120.2

Less: accumulated depreciation and amortization

18.3

6.2

116.1

114.0

$
3,116.5

$
3,035.9

Property is recorded at cost or fair value, in the case of property resulting from acquisitions. The Company uses the straight-line method in computing depreciation and amortization for financial reporting purposes. The estimated useful lives for leasehold improvements and buildings subject to a ground lease reflect the shorter of the expected useful lives of the assets or the base terms of the corresponding lease agreements plus renewal options expected to be exercised for these leases for assets placed in service subsequent to the lease inception. The estimated useful lives are as follows:


~~Buildings and improvements~~		~~5 to 45 years~~
~~Leasehold improvements~~		~~1 to 20 years~~
~~Furniture, fixtures and equipment~~		~~1 to 11 years~~

~~Table of Contents~~

~~Depreciation expense was $495.2 million, $239.9 million, and $210.3 million for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively.~~

~~NOTE 4 – GOODWILL AND INTANGIBLE ASSETS~~

~~Activity of goodwill is presented below:~~

(In millions)

U.S.
Markets

International
Markets(2)

Total
Balance as of December 31, 2015

$
2,406.7

$
—

$
2,406.7
Acquisition of Odeon

—

898.6

898.6
Acquisition of Carmike

624.8

—

624.8
Adjustments to Starplex

13.3

—

13.3
Currency translation adjustment

—

(10.4)

(10.4)
Balance as of December 31, 2016

3,044.8

888.2

3,933.0
Acquisition of Nordic

—

872.1

872.1
Adjustments to acquisition of Nordic(1)

—

(72.8)

(72.8)
Adjustments to acquisition of Odeon(1)

—

26.1

26.1
Adjustments to acquisition of Carmike(1)

27.8

—

27.8
Currency translation adjustment

—

145.5

145.5
Balance as of December 31, 2017
$
3,072.6

$
1,859.1

$
4,931.7

~~(1)~~

~~Change in goodwill from purchase price allocation adjustments. See Note 2 – Acquisitions for further information.~~

~~(2)~~

~~As of December 31, 2017, the goodwill for the Odeon Theatres reporting unit and the Nordic Theatres reporting unit was $1,000.7 million and $858.4 million, respectively.~~

~~Detail of other intangible assets is presented below:~~

December 31, 2017

December 31, 2016




Gross



Gross


Remaining

Carrying

Accumulated

Carrying

Accumulated

(In millions)

Useful Life

Amount

Amortization

Amount

Amortization

Amortizable Intangible Assets:

Favorable leases

1 to 41 years

$
209.8

$
(42.1)

$
198.1

$
(27.9)

Management contracts and franchise rights

1 to 8 years

16.1

(5.5)

5.8

(3.2)

Non-compete agreement

3 years

2.6

(1.0)

2.6

(0.5)

Starplex trade name

9 years

7.9

(1.0)

7.9

(0.2)

Carmike trade name

6 years

9.3

(1.4)

10.0

(0.1)

NCM tax receivable agreement

19 years

20.9

(4.5)

20.9

(3.6)

Total, amortizable

$
266.6

$
(55.5)

$
245.3

$
(35.5)

Unamortized Intangible Assets:

AMC trademark

$
104.4

$
104.4

Odeon trade names

54.3

50.9

Nordic trade names

10.7

—

Total, unamortizable

$
169.4

$
155.3

~~100~~

~~Table of Contents~~

~~Amortization expense associated with the intangible assets noted above is as follows:~~

Year Ended

(In millions)

December 31, 2017

December 31, 2016

December 31, 2015

Recorded amortization

$
20.0

$
9.6

$
8.4

~~Estimated annual amortization for the next five calendar years for intangible assets is projected below:~~

(In millions)

2018

2019

2020

2021

2022

Projected annual amortization

$
20.0

$
17.9

$
16.7

$
15.2

$
13.4

~~NOTE 5 – INVESTMENTS~~

Investments in non-consolidated affiliates and certain other investments accounted for under the equity method generally include all entities in which the Company or its subsidiaries have significant influence, but not more than 50% voting control, and are recorded in the Consolidated Balance Sheets in other long-term assets. Investments in non-consolidated affiliates as of December 31, 2017, include interests in NCM of 14.5%, DCIP of 29.0%, DCDC of 14.6%, AC JV, owner of Fathom Events, of 32.0%, SV Holdco, owner of Screenvision, 16.5% and Digital Cinema Media (“DCM”) of 50.0%. The Company also has partnership interests in five U.S. motion picture theatres and one IMAX® screen of 50.0% (“Theatre Partnerships”) and approximately 50.0% interest in 57 theatres in Europe acquired in the Odeon and Nordic acquisitions. Indebtedness held by equity method investees is non-recourse to the Company.

At December 31, 2017, the Company’s recorded investments are greater than its proportional ownership of the underlying equity in its non-consolidated affiliates by approximately $24.4 million, excluding NCM.

~~Amounts payable to U.S. Theatre Partnerships were $2.8 million and $1.8 million as of December 31, 2017 and December 31, 2016, respectively.~~

~~RealD Inc. Common Stock~~

~~The Company sold all of its 1,222,780 shares in RealD Inc. during the year ended December 31, 2016 and recognized a gain on sale of $3.0 million.~~

~~Dreamscape and Central Services Studios Preferred Stock~~

During the year ended December 31, 2017, the Company invested $5.0 million in Dreamscape Immersive, Inc. and invested $5.0 million in Central Services Studios, Inc. as a part of its virtual reality technologies strategy. During January 2018, the Company invested an additional $5.0 million in Dreamscape and an additional $5.0 million in Central Services Studios. The Company does not have significant influence over these entities and will follow the cost method of accounting.

~~NCM Transactions~~

On March 29, 2005, the Company along with Regal combined their screen advertising operations to form NCM. On July 15, 2005, Cinemark joined the NCM joint venture by contributing its screen advertising business. The Company, Regal and Cinemark are the “Founding Members” of NCM. On February 13, 2007, NCM, Inc., a newly formed entity that now serves as the sole manager of NCM, closed its initial public offering, or IPO, of 42,000,000 shares of its common stock at a price of $21.00 per share.

As of December 31, 2017, the Company owns a 14.5% interest in NCM. The Company accounts for its investment following the equity method. All of the Company’s NCM LLC membership units are redeemable for, at the option of NCM, Inc., cash or shares of common stock of NCM, Inc. on a share-for-share basis. On September 7, 2017, the Company converted 14,600,000 common membership units in NCM LLC to common shares of NCM, Inc. No gain or loss was recorded on the exchange and the common stock investment in NCM, Inc. follows the equity method of accounting. On September 18, 2017, the Company entered into an agreement to sell 12,000,000 common shares in NCM Inc. for approximately $73.1 million, representing a price per share of $6.09. The sale was completed on September 20, 2017, and the Company recognized a loss on sale of approximately $17.9 million including transaction costs. On September 29, 2017, the Company sold its remaining 2,800,000 common shares of NCM, Inc. for

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~~Table of Contents~~

approximately $18.2 million, representing a price per share of $6.49. The Company recognized a loss on sale of approximately $3.1 million including transaction costs. On October 20, 2017, the Company converted 1,000,000 common membership units in NCM LLC to common shares of NCM, Inc. with no gain or loss recognized. As of December 31, 2017, the Company owned 22,392,630 common membership units in NCM LLC and 1,000,000 common shares of NCM, Inc. The estimated fair value of the common membership units in NCM LLC and common shares of NCM, Inc. was approximately $160.5 million based on the publicly quoted price per equivalent share of NCM, Inc. on December 31, 2017 of $6.86 per share.

Department of Justice Final Judgment - In connection with the acquisition of Carmike the Company entered into a Final Judgment with the United States Department of Justice (“DOJ”) on March 7, 2017, pursuant to which the Company agreed to take certain actions to enable it to complete its acquisition of Carmike. The settlement agreement requires the Company to divest the majority of its equity interests in National CineMedia, Inc. (“NCMI”) and NCM LLC (so that by June 20, 2019, it owns no more than 4.99% of NCM’s outstanding equity interests per the following schedule: (i) on or before December 20, 2017, AMC must own no more than 15% of NCM’s outstanding equity interests; (ii) on or before December 20, 2018, AMC must own no more than 7.5% of NCM’s outstanding equity interests; and (iii) on or before June 20, 2019, AMC must own no more than 4.99% of NCM’s outstanding equity interests. In addition, in accordance with the terms of the settlement, effective December 20, 2016, Craig R. Ramsey, executive vice president and Chief Financial Officer of the Company, resigned his position as a member of the Board of Directors of National CineMedia, Inc. As a result of this agreement, the Company has reclassified $44.6 million of carrying value of its investment in NCM as available for sale in other current assets as of December 31, 2017. The available for sale common units of NCM LLC and common shares of NCM, Inc. as of December 31, 2017 were valued using the publicly quoted price per share of NCM, Inc. of $6.86 on December 31, 2017.

~~NCM Agreement~~

On March 9, 2017, the Company reached an agreement with NCM to implement the requirements of the Final Judgment entered in connection with the DOJ approval of the Carmike transaction, as discussed in Note 2–Acquisitions. Pursuant to the agreement, the Company received 18,425,423 NCM LLC common units in March 2017 related to annual attendance at the Carmike theatres and 361,892 NCM LLC common units related to the 2016 common unit adjustment. Because the Carmike theatres were subject to a pre-existing agreement with a third-party and will not receive advertising services from NCM, the Company will be obligated to make quarterly payments to NCM reflecting the estimated value of the advertising services at the Carmike theatres as if NCM had provided such services. The quarterly payments will continue until the earlier of (i) the date the theatres are transferred to the NCM network or (ii) expiration of the ESA with NCM. All calculations will be made pursuant to the terms of the existing ESA and Common Unit Adjustment Agreement with NCM. With regard to the existing AMC theatres on the NCM network that are required under the Final Judgment to be transferred to another advertising provider, the Company returned 2,850,453 (valued at $36.4 million) NCM common units to NCM in March 2017, calculated under the Common Unit Adjustment Agreement as if such theatres had been disposed of on March 3, 2017. The Company is not obligated to make quarterly payments with respect to the transferred theatres. In addition, the Company returned 1,807,220 additional NCM LLC common units (valued at $22.6 million) in exchange for a waiver of exclusivity by NCM as to the required transferred theatres for the term of the Final Judgment, which was classified as general and administrative: Merger, acquisition and transaction costs when the common units were returned to NCM during the three months ended March 31, 2017. The Company recorded a loss of $1.2 million on the return of NCM LLC common units as per the Common Unit Adjustment Agreement and exclusivity waiver for the difference between the average carrying value of the units and the fair value on the date of return. As a result of the agreement, the Company received 14,129,642 net additional NCM LLC common units, valued at $176.9 million based on the market price of NCM, Inc. stock on March 16, 2017, of $12.52. Due to the structure of the transactions, the Company will no longer anticipate recognizing taxable gain upon receipt of new NCM common units. The Company also agreed to reimburse NCM up to $1.0 million for expenses related to the negotiation of this agreement. The Company sold 14,800,000 NCM, Inc. shares during the year ended December 31, 2017 and has satisfied the DOJ divestiture requirements related to NCM dispositions for 2017. The Company recorded in: Equity in (earnings) loss of non-consolidated entities an other-than-temporary impairment charge of $208.0 million to reduce the carrying value of its investment in NCM to Level 1 fair value during the year ended December 31, 2017.

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~~Table of Contents~~

will occur for a Founding Member if its acquisition or disposition of theatres, in a single transaction or cumulatively since the most recent common unit adjustment, will cause a change of 2% or more in the total annual attendance of all of the Founding Members. In the event that a common unit adjustment is determined to be a negative number, the Founding Member shall cause, at its election, either (a) the transfer and surrender to NCM of a number of common units equal to all or part of such Founding Member’s common unit adjustment or (b) pay to NCM an amount equal to such Founding Member’s common unit adjustment calculated in accordance with the Common Unit Adjustment Agreement.

In March 2013, the Company received 1,728,988 common membership units of NCM from the annual Common Unit Adjustment, primarily due to the increase in screens from the Rave theatre acquisitions in December 2012. The Company recorded the additional units received at a fair value of $26.3 million, based on a price for shares of NCM, Inc. on March 14, 2013, of $15.22 per share, and as a new investment (Tranche 2 Investment), with an offsetting adjustment to the Exhibitor Services Agreement (“ESA”) to be amortized to revenues over the remaining term of the ESA following the units-of-revenue method. The Rave theatre screens were under a contract with another screen advertising provider and the Company will continue to receive its share of the advertising revenues. During the remainder of the Rave screen contract, the Company will pay a screen integration fee to NCM in an amount that approximates the EBITDA that NCM would have generated if it had been able to sell advertising on the Rave theatre screens. In March 2014, the Company received 141,731 membership units recorded at a fair value of $2.1 million ($15.08 per unit), and in March 2015, the Company received 469,163 membership units recorded at a fair value of $6.8 million ($14.52 per unit). In December 2015, the Company received 4,399,324 membership units recorded at a fair value of $69.3 million ($15.75 per unit), primarily due to the increase in screens from the Starplex Cinemas acquisition in December 2015.

The NCM, Inc. IPO and related transactions have the effect of reducing the amounts NCM, Inc. would otherwise pay in the future to various tax authorities as a result of an increase in its proportionate share of tax basis in NCM’s tangible and intangible assets. On the IPO date, NCM, Inc. and the Founding Members entered into a tax receivable agreement. Under the terms of this agreement, NCM, Inc. will make cash payments to the Founding Members in amounts equal to 90% of NCM, Inc.’s actual tax benefit realized from the tax amortization of the NCM intangible assets. For purposes of the tax receivable agreement, cash savings in income and franchise tax will be computed by comparing NCM, Inc.’s actual income and franchise tax liability to the amount of such taxes that NCM, Inc. would have been required to pay had there been no increase in NCM, Inc.’s proportionate share of tax basis in NCM’s tangible and intangible assets and had the tax receivable agreement not been entered into. The tax receivable agreement shall generally apply to NCM, Inc.’s taxable years up to and including the 30th anniversary date of the NCM, Inc. IPO and related transactions. As a result of Wanda acquiring Holdings on August 30, 2012, the Company recorded an intangible asset of $20.9 million as the fair value of the tax receivable agreement. The tax receivable agreement intangible asset is amortized on a straight-line basis against investment income over the remaining life of the ESA. Cash receipts from NCM, Inc. for the tax receivable agreement are recorded to the investment expense (income) account.

During the years ended December 31, 2017, December 31, 2016, and December 31, 2015, payments received of $6.0 million, $7.8 million, and $6.6 million, respectively, related to the NCM tax receivable agreement were recorded in investment expense (income), net of related amortization for the NCM tax receivable agreement intangible asset.

~~The Company’s recorded investment in NCM exceeds its proportional ownership in the equity of NCM by approximately $497.1 million as of December 31, 2017.~~

~~The Company recorded the following related party transactions with NCM:~~

As of

As of

(In millions)

December 31, 2017

December 31, 2016

Due from NCM for on-screen advertising revenue

$
2.5

$
2.6

Due to NCM for Exhibitor Services Agreement

9.4

1.4

Promissory note payable to NCM

2.8

4.2

Year Ended

Year Ended

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Net NCM screen advertising revenues

$
32.8

$
41.0

$
35.9
NCM beverage advertising expense

7.2

6.0

8.3

~~103~~

~~Table of Contents~~

~~SV Holdco. (“Screenvision”)~~

The Company acquired its investment in SV Holdco on December 21, 2016, in connection with the acquisition of Carmike. SV Holdco is a holding company that owns and operates the Screenvision advertising business through a subsidiary entity. SV Holdco has elected to be taxed as a partnership for U.S. federal income tax purposes.

As of December 31, 2017, the Company held Class C and Class A membership units representing 15.8% and 0.7%, respectively, of the total issued and outstanding membership units of SV Holdco. As of December 31, 2017, the carrying value of the Company’s ownership interest in Screenvision is $15.3 million. For book purposes, the Company has accounted for its investment in SV Holdco, a limited liability company for which separate accounts of each investor are maintained, as an equity method investment.

The Company’s Class C membership units are intended to be treated as a “profits interest” in SV Holdco for U.S. federal income tax purposes and thus do not give the Company an interest in the other members’ initial or subsequent capital contributions. As a profits interest, the Company’s Class C membership units are designed to represent an equity interest in SV Holdco’s future profits and appreciation in assets beyond a defined threshold amount, which equaled $85.0 million as of October 14, 2010. The $85.0 million threshold amount represented the agreed upon value of initial capital contributions made by the members to SV Holdco and is subject to adjustment to account for future capital contributions made to SV Holdco. Accordingly, the threshold amount applicable to the Company’s Class C membership units equaled $68.1 million as of December 31, 2017.

The Company will also receive additional Class C membership units (“bonus units”), all of which will be subject to forfeiture, or may forfeit some of its initial Class C membership units, based upon changes in the Company’s future theatre and screen count. However, the Company will not forfeit more than 25% of the Class C membership units it acquired in December 2016, and the Company will not receive bonus units in excess of 33% of the Class C membership units it acquired in December 2016. Any bonus units and the initial Class C membership units subject to forfeiture will each become non-forfeitable on the Expiration Date, or upon the earlier occurrence of certain events, including (1) a change of control or liquidation of SV Holdco or (2) the consummation of an initial public offering of securities of SV Holdco. The Company’s Class C units in SV Holdco that are subject to forfeiture, and any bonus units that may be awarded in future periods, will not be recognized in its consolidated financial statements until such units become non-forfeitable. Upon recognition, the Company will record its investment in any additional Class C and bonus units and will recognize revenue equal to the then estimated fair value of such units. Upon the acquisition of Carmike in December 2016, the non-forfeitable ownership interest in SV Holdco was recorded at an estimated fair value of $9.8 million for Class C units and $1.2 million for Class A units based on Level 3 fair value. The Company has applied the equity method of accounting for the non-forfeitable units and began recording the related percentage of the earnings or losses of SV Holdco in its consolidated statement of operations since December 21, 2016. The Company’s non-forfeitable Class C and Class A membership units represented 16.5% of the total issued and outstanding membership units of SV Holdco as of December 31, 2017.

~~The Company recorded the following related party transactions with Screenvision:~~

As of

As of
(In millions)

December 31, 2017

December 31, 2016
Due from Screenvision for on-screen advertising revenue

$
3.1

$
1.7

Year Ended

Year Ended

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Screenvision screen advertising revenues

$
14.0

$
1.6

$
1.0

~~Digital Cinema Media~~

The Company acquired its equity investment in DCM on November 30, 2016, in connection with the acquisition of Odeon. The Company receives advertising services from DCM for its Odeon Theatres in International markets through a joint venture in which it has a 50% ownership interest. During the year ended December 31, 2017, the Company recorded revenue of $91.2 million, and a recorded receivable as of December 31, 2017 of $4.6 million for cinema advertising.

~~104~~

~~Table of Contents~~

~~DCIP Transactions~~

The Company will make capital contributions to DCIP for projector and installation costs in excess of an agreed upon cap. The Company pays equipment rent monthly and records the equipment rental expense on a straight-line basis over 12 years.

~~The Company recorded the following related party transactions with DCIP:~~

As of

As of

(In millions)

December 31, 2017

December 31, 2016

Due from DCIP for equipment and warranty purchases

$
2.8

$
2.1

Deferred rent liability for digital projectors

8.1

8.4

Year Ended

Year Ended

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Digital equipment rental expense

$
5.7

$
5.0

$
5.0

~~Open Road Films Transactions~~

Open Road Films was launched by the Company and Regal in March 2011, as an acquisition-based domestic theatrical distribution company that concentrates on wide-release movies. Open Road titles are also distributed in the pay-TV and home entertainment markets.

During the year ended December 31, 2017, the Company recorded additional equity earnings (loss) in Open Road Releasing, LLC (“Open Road”) of $(8.0) million, related to certain advances to and on behalf of Open Road.

On August 4, 2017, the Company and Regal Entertainment Group consummated a transaction for the sale of all the issued and outstanding ownership interests in Open Road for total proceeds of $28.8 million of which the Company received $14.0 million in net proceeds after transaction expenses for its 50% investment including collection of amounts due from Open Road of $4.8 million and recognized a gain on sale of $17.2 million. The Company and Open Road have entered into a new marketing agreement with respect to films released by Open Road after the closing date.

~~AC JV Transactions~~

On December 26, 2013, the Company amended and restated its existing Exhibitor Services Agreement (“ESA”) with NCM in connection with the spin-off by NCM of its Fathom Events business to AC JV, a newly-formed company owned 32% by each of the Founding Members and 4% by NCM. In consideration for the spin-off, NCM received a total of $25.0 million in promissory notes from its Founding Members (approximately $8.3 million from each Founding Member). Interest on the promissory note is at a fixed rate of 5% per annum, compounded annually. Interest and principal payments are due annually in six equal installments commencing on the first anniversary of the closing. Cinemark and Regal also amended and restated their respective ESAs with NCM in connection with the spin-off. The ESAs were modified to remove those provisions addressing the rights and obligations related to digital programing services of the Fathom Events business. Those provisions are now contained in the Amended and Restated Digital Programming Exhibitor Services Agreements (the “Digital ESAs”) that were entered into on December 26, 2013 by NCM and each of the Founding Members. These Digital ESAs were then assigned by NCM to AC JV as part of the Fathom spin-off.

~~105~~

~~Table of Contents~~

~~The Company recorded the following related party transactions with AC JV:~~

As of

As of

(In millions)

December 31, 2017

December 31, 2016

Due from AC JV

$
—

$
0.1

Due to AC JV for Fathom Events programming

0.5

0.6

Year Ended

Year Ended

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Film exhibition costs:

Gross exhibition cost on Fathom Events programming

$
12.5

$
8.0

$
8.5

~~The Company recorded the following related party transactions with the Nordic theatre JV’s:~~

As of

As of
(In millions)

December 31, 2017

December 31, 2016
Due from Nordic JVs

$
5.7

$
—
Due to Nordic JVs for management services

2.5

—

~~Summary Financial Information~~

Investments in non-consolidated affiliates accounted for under the equity method as of December 31, 2017, include interests in NCM, SV Holdco, DCM, DCIP, AC JV, DCDC, 51 theatres in Europe acquired in the Nordic acquisition, two U.S. motion picture theatres and one IMAX® ~~screen, and other immaterial investments.~~

~~Condensed financial information of the Company’s significant non-consolidated equity method investments is shown below with amounts presented under U.S. GAAP.~~

December 31, 2017
(In millions)

NCM

DCIP

Other

Total
Current assets

$
173.5

$
56.3

$
172.6

$
402.4
Noncurrent assets

759.2

771.3

226.5

1,757.0
Total assets

932.7

827.6

399.1

2,159.4
Current liabilities

125.4

52.5

117.5

295.4
Noncurrent liabilities

923.3

302.4

70.5

1,296.2
Total liabilities

1,048.7

354.9

188.0

1,591.6
Stockholders’ equity (deficit)

(116.0)

472.7

211.1
��

567.8
Liabilities and stockholders’ equity (deficit)

932.7

827.6

399.1

2,159.4
The Company’s recorded investment (1)

$
167.9

$
129.6

$
92.0

$
389.5

December 31, 2016
(In millions)

NCM

DCIP

Other

Total
Current assets

$
180.9

$
45.1

$
182.7

$
408.7
Noncurrent assets

607.6

858.6

187.7

1,653.9
Total assets

788.5

903.7

370.4

2,062.6
Current liabilities

121.1

40.8

144.5

306.4
Noncurrent liabilities

924.3

465.6

201.1

1,591.0
Total liabilities

1,045.4

506.4

345.6

1,897.4
Stockholders’ equity (deficit)

(256.9)

397.3

24.8

165.2
Liabilities and stockholders’ equity (deficit)

788.5

903.7

370.4

2,062.6
The Company’s recorded investment (1)

323.9

106.2

30.9

461.0

~~(1)~~

Certain differences in the Company’s recorded investments, and its proportional ownership share resulting from the acquisition of Holdings by Wanda on August 30, 2012, where the investments were recorded at fair value, are amortized to equity in (earnings) losses of non-consolidated entities over the estimated useful lives of the underlying assets and liabilities. Other non-amortizing differences are considered to represent goodwill and are evaluated for impairment annually.

~~106~~

Table of Contents

Condensed financial information of the Company’s significant non-consolidated equity method investments is shown below and amounts are presented under U.S. GAAP for the periods of ownership by the Company:

Year Ended December 31, 2017
(In millions)

NCM

DCIP

Other

Total
Revenues

$
426.1

$
177.4

$
581.9

$
1,185.4
Operating costs and expenses

324.2

84.3

550.9

959.4
Net earnings

$
101.9

$
93.1

$
31.0

$
226.0

Year Ended December 31, 2016
(In millions)

NCM

DCIP

Other

Total
Revenues

$
447.6

$
178.9

$
494.7

$
1,121.2
Operating costs and expenses

338.3

89.7

533.8

961.8
Net earnings (loss)

$
109.3

$
89.2

$
(39.1)

$
159.4

Year Ended December 31, 2015
(In millions)

NCM

DCIP

Other

Total
Revenues

$
446.5

$
172.3

$
203.2

$
822.0
Operating costs and expenses

359.0

93.0

227.2

679.2
Net earnings (loss)

$
87.5

$
79.3

$
(24.0)

$
142.8

~~The components of the Company’s recorded equity in earnings (losses) of non-consolidated entities are as follows:~~

Year Ended

Year Ended

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
National CineMedia (1)

$
(216.3)

$
17.6

$
11.2
Digital Cinema Implementation Partners, LLC

28.6

27.5

24.5
Other

2.5

2.6

1.4
The Company’s recorded equity in earnings

$
(185.2)

$
47.7

$
37.1

appeal of its theatres. In addition, with these funds, the Company intends to continue exploring deleveraging opportunities.

On December 14, 2020, Mudrick received a total of 21,978,022 shares of the Company’s Common Stock and 21,978,022 of AMC Preferred Equity Units; of which 16,483,516 shares and units relates to consideration received for a commitment fee and 27,472,528 shares and units as consideration received for (i) the commitment provided with respect to the First Lien Toggle Notes due 2026 and (ii) the Second Lien Exchange. See Note 8—Corporate Borrowings and Finance Lease Liabilities for further information.

Class B Common Stock

On January 27, 2021, pursuant to the Stock Repurchase and Cancellation Agreement with Wanda dated as of September 14, 2018, and in connection with the Conversion of the Convertible Notes due 2026 into shares of the Company’s Common Stock by Silver Lake and certain co-investors, 5,666,000 shares of the Company’s Class B common stock and 5,666,000 AMC Preferred Equity Units held by Wanda were forfeited and cancelled.

On February 1, 2021, Wanda exercised their right to convert all outstanding Class B common stock of 46,103,784 and 46,103,784 of AMC Preferred Equity Units to Common Stock thereby reducing the number of outstanding Class B common stock to zero, which resulted in the retirement of Class B common stock. The Third Amended and Restated Certificate of Incorporation of the Corporation provides that Class B common stock may not be reissued by the Company.

Dividends

Since April 24, 2020, the Company has been prohibited from making dividend payments in accordance with the covenant suspension conditions in its Credit Agreement (for further information see Note 8—Corporate Borrowings and Finance Lease Liabilities to the Consolidated Financial Statements included in Part II, Item 8 on this Annual Report on Form 10-K). The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2020:

Amount per

Total Amount

Share of

Share of AMC

Declared

Declaration Date

Record Date

Date Paid

Common Stock

Preferred Equity Units

(In millions)

February 26, 2020

March 9, 2020

March 23, 2020

0.015

3.2

During the year ended December 31, 2020, the Company paid dividends and dividend equivalents of $6.5 million and accrued $0.4 million for the remaining unpaid dividends at December 31, 2020. The aggregate dividends paid for Common Stock, AMC Preferred Equity Units, Class B common stock, and dividend equivalents were approximately $0.8 million, $0.8 million, $1.6 million, and $3.3 million, respectively.

Related Party Transactions

On September 14, 2018, the Company entered into the Investment Agreement with Silver Lake, relating to the issuance to Silver Lake (or its designated affiliates) of $600.0 million principal amount of the Convertible Notes due 2024 and entered into an amended and restated investment agreement with Silver Lake, relating to the issuance of the Convertible Notes due 2026 on August 31, 2020. See Note 8—Corporate Borrowings and Finance Lease Liabilities for information regarding the conversion of the $600.0 million principal amount of the Company’s Convertible Notes due 2026 into shares of the Company’s Common Stock in January 2021. As a result of the conversion, Silver Lake was no longer a related party of the Company.

During the year ended December 31, 2022, the Company repurchased $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 recorded a gain on extinguishment of $12.0 million. See Note 16—Subsequent Events for more information on transactions with Antara.

Treasury Stock

On February 27, 2020, the Company announced that its Board of Directors authorized a share repurchase program for an aggregate purchase of up to $200.0 million shares of Common Stock and up to $200.0 million shares of

~~(1)~~

~~Includes both NCM, LLC and NCM, Inc.~~

~~107~~

~~Table of Contents~~

The Company recorded the following changes in the carrying amount of its investment in NCM LLC and equity in earnings of NCM LLC during the years ended December 31, 2017, December 31, 2016, and December 31, 2015:

G&A: Mergers




Exhibitor

Other



Equity in

and


Investment

Services

Comprehensive

Cash

(Earnings)

Acquisitions

Advertising
(In millions)

in NCM(1)

Agreement(2)

(Income)

Received

Losses

Expense

(Revenue)
Ending balance at December 31, 2014

$
265.8

$
(316.8)

$
(3.8)

$
21.5

$
(11.3)

$
—

$
(15.2)
Receipt of common units

76.1

(76.1)

—

—

—

—

—
Exchange of common units

(3.1)

—

—

—

—

—

—
Receipt of excess cash distributions

(22.7)

—

—

22.7

—

—

—
Amortization of ESA

—

15.3

—

—

—

—

(15.3)
Unrealized gain from cash flow hedge

0.2

—

(0.2)

—

—

—

—
Equity in earnings

14.4

—

—

—

(14.4)

—

—
Equity in loss from amortization of basis difference (3)

(3.2)

—

—

—

3.2

—

—
Ending balance at December 31, 2015

$
327.5

$
(377.6)

$
(4.0)

$
22.7

$
(11.2)

$
—

$
(15.3)
Exchange of common units

0.4

—

—

—

—

—

—
Receipt of excess cash distributions

(21.6)

—

—

21.6

—

—

—
Amortization of ESA

—

18.4

—

—

—

—

(18.4)
Equity in earnings

19.0

—

—

—

(19.0)

—

—
Equity in loss from amortization of basis difference (3)

(1.4)

—

—

—

1.4

—

—
Ending balance at December 31, 2016

$
323.9

$
(359.2)

$
(4.0)

$
21.6

$
(17.6)

$
—

$
(18.4)
Receipt of common units

235.2

(235.2)

—

—

—

—

—
Receipt of excess cash distributions

(28.6)

—

—

28.6

—

—

—
Surrender of common units for transferred theatres

(36.4)

35.7

—

—

0.7

—

—
Surrender of common units for make whole agreement

(23.1)

—

—

—

0.5

22.6

—
Other-than-temporary impairment loss - held for sale (4)

(206.3)

—

—

—

206.3

—

—
Units exchanged for NCM, Inc. common shares

(116.5)

—

—

—

—

—

—
Equity in earnings

15.3

—

1.5

—

(16.8)

—

—
Equity in loss from amortization of basis difference (3)

(2.4)

—

—

—

2.4

—

—
Amortization of ESA

—

27.8

—

—

—

—

(27.8)
Ending balance at December 31, 2017

$
161.1

$
(530.9)

$
(2.5)

$
28.6

$
193.1

$
22.6

$
(27.8)

~~(1)~~

~~Amounts represent AMC’s investment in common membership units including units received under the Common Unit Adjustment Agreement dated as of February 13, 2007:~~

~~108~~

133

~~Table of Contents~~

Common

Membership Units

Common Shares
(5)

Tranche 1

Tranche 2 (a)

NCM, Inc.
Beginning balance at December 31, 2012

17,323,782

—

—
Additional units received in the quarter ended June 30, 2013

—

1,728,988

—
Additional units received in the quarter ended June 30, 2014

—

141,731

—
Additional units received in the quarter ended June 30, 2015

—

469,163

—
Additional units received in the quarter ended December 31, 2015

—

4,399,324

—
Units exchanged for NCM, Inc. shares in December 2015

—

(200,000)

200,000
Additional units received in the quarter ended March 31, 2017

—

18,787,315

—
Surrender of units for transferred theatres in March 2017

—

(2,850,453)

—
Surrender of units for exclusivity waiver in March 2017

—

(1,807,220)

—
Conversion of units to NCM, Inc. common shares in September 2017

—

(14,600,000)

14,600,000
Sale of NCM, Inc. common shares in September 2017

—

—

(14,800,000)
Conversion of units to NCM, Inc. common shares in October 2017

—

(1,000,000)

1,000,000
Ending balance at December 31, 2017

17,323,782

5,068,848

1,000,000

(a)The additional units received in March 2013, March 2014, March 2015, December 2015, and March 2017 were measured at fair value (Level 1) using NCM, Inc.’s stock price of $15.22, $15.08, $14.52, $15.75, and $12.52, respectively.

~~(2)~~

Represents the unamortized portion of the ESA with NCM. Such amounts are being amortized to other theatre revenues over the remainder of the 30-year term of the ESA ending in 2036, using a units-of-revenue method, as described in ASC 470-10-35 (formerly EITF 88-18, ~~Sales of Future Revenues).~~

~~(3)~~

Certain differences between the Company’s carrying value and the Company’s share of NCM’s membership equity have been identified and are amortized to equity in (earnings) losses in non-consolidated entities over the respective lives of the assets and liabilities.

~~(4)~~

~~The Company recorded an~~ ~~other-than-temporary~~ ~~impairment loss for NCM, Inc. of $1.8 million and NCM LLC of $206.3 million for a total~~ ~~other-than-temporary~~ ~~impairment of $208.1 million during the year ended December 31, 2017. The~~ ~~other-than-temporary~~ impairment charges reflect recording our units and shares at the publicly quoted per share price on June 30, 2017, of $7.42 and adjusting the Company’s units and shares held for sale at year end at the publicly quoted per share price on December 31, 2017 of $6.86 based on the Company’s determination that the decline in the price per share during the second quarter and fourth quarter was other than temporary. See Note 14–Fair Value Measurements for further information regarding an other-than-temporary impairment loss.

~~(5)~~

~~The following table represents AMC’s investment in NCM, Inc. common shares:~~

Cash

NCM Inc.

Investment in

Received

Equity in
(In millions)

NCM Inc.

(Paid)

Loss
Ending balance at December 31, 2014

$
—

$
—

$
—
Exchange of common units for NCM Inc. common shares

3.2

—

—
Ending balance at December 31, 2015

3.2

$
—

$
—
Adjustment to exchange of common units for NCM Inc. common shares

(0.4)

—

—
Receipt of cash dividends

(0.2)

0.2

—
Equity in earnings

0.1

—

0.1
Ending balance at December 31, 2016

2.7

$
0.2

$
0.1
Receipt of cash dividends

(0.1)

0.1

—
Other-than-temporary impairment loss

(1.8)

—

1.8
Exchange of common units for NCM Inc. common shares

116.5

—

—
Net proceeds from sale of NCM Inc. common shares

—

89.1

(89.1)
Carrying value of NCM Inc. shares sold

(110.5)

—

110.5
Ending balance December 31, 2017

$
6.8

$
89.2

$
23.2

~~109~~

~~Table of Contents~~

~~NOTE 6 - SUPPLEMENTAL BALANCE SHEET INFORMATION~~

~~Assets held for sale, other assets and liabilities consist of the following:~~

(In millions)

December 31, 2017

December 31, 2016

Assets held for sale

$
80.0

$
70.4

$
80.0

$
70.4

Other current assets:

Prepaid rent

$
63.9

$
73.0

Income taxes receivable

26.5

8.7

Prepaid insurance and other

50.2

20.3

Merchandise inventory

34.0

29.0

Other

28.0

38.4

$
202.6

$
169.4

Other long-term assets:

Investments in real estate

$
7.6

$
8.6

Deferred financing costs revolving credit facility

9.5

7.7

Investments in equity method investees

389.5

461.0

Less: Reclassified to held for sale (1)

(80.0)

(44.6)

Computer software

83.7

53.6

Investment in common stock

15.0

5.0

Pension

26.9

18.9

Other

23.7

23.6

$
475.9

$
533.8

Accrued expenses and other liabilities:

Taxes other than income

$
87.6

$
72.2

Interest

27.5

22.1

Payroll and vacation

30.4

39.6

Current portion of casualty claims and premiums

11.0

8.4

Accrued bonus

18.5

37.9

Theatre and other closure

8.8

7.9

Accrued licensing and percentage rent

20.4

21.8

Current portion of pension

0.3

0.2

Other

146.6

118.9

$
351.1

$
329.0

Other long-term liabilities:

Unfavorable lease obligations

$
221.3

$
216.6

Deferred rent

467.7

325.2

Pension

62.7

44.4

Deferred gain

76.8

0.6

RealD deferred lease incentive

8.2

10.8

Casualty claims and premiums

17.1

15.4

Theatre and other closure

18.7

26.7

Other

31.3

66.8

$
903.8

$
706.5

~~(1)~~

As of December 31, 2017, assets held for sale includes the fair market value of NCM units of $80.0 million. As of December 31, 2016, assets held for sale includes historical cost of NCM units of $44.6 million, Carmike property, net for divestiture theatres of $17.2 million and AMC property, net of $8.6 million related to the United States Department of Justice Final Judgment (See Note 5. – Investments).

~~110~~

~~Table of Contents~~

~~NOTE 7 – CORPORATE BORROWINGS AND CAPITAL AND FINANCING LEASE OBLIGATIONS~~

~~A summary of the carrying value of corporate borrowings and capital and financing lease obligations is as follows:~~

(In millions)

December 31, 2017

December 31, 2016

Revolving Credit Facility Due 2020 (3.74% as of December 31, 2017)

$
—

$
—

Senior Secured Credit Facility-Term Loan due 2022 (3.727% as of
December 31, 2017)

863.0

871.8

Senior Secured Credit Facility-Term Loan due 2023 (3.727% as of
December 31, 2017)

496.3

500.0

Bridge Loan Agreement due 2017 (7%)

—

350.0

Odeon Revolving Credit Facility (2.5% + IBOR as of December 31, 2017)

—

—

5.0% Promissory Note payable to NCM due 2019

2.8

4.2

5.875% Senior Subordinated Notes due 2022

375.0

375.0

6.0% Senior Secured Notes due 2023

230.0

230.0

6.375% Senior Subordinated Notes due 2024 (£500 million par value)

675.1

308.4

5.75% Senior Subordinated Notes due 2025

600.0

600.0

5.875% Senior Subordinated Notes due 2026

595.0

595.0

6.125% Senior Subordinated Notes due 2027

475.0

—

Capital and financing lease obligations, 5.75% - 11.5%

651.4

675.4

Deferred charges

(103.7)

(82.9)

Net premiums

26.8

9.4

4,886.7

4,436.3

Less: current maturities

(87.7)

(81.2)

$
4,799.0

$
4,355.1

~~Minimum annual payments required under existing capital and financing lease obligations (net present value thereof) and maturities of corporate borrowings as of December 31, 2017 are as follows:~~

Principal

Capital and Financing Lease Obligations

Amount of

Minimum Lease

Corporate

(In millions)

Payments

Less Interest

Principal

Borrowings

Total

2018

$
111.8

$
39.3

$
72.5

$
15.2

$
87.7

2019

103.5

34.8

68.7

15.2

83.9

2020

99.2

30.4

68.8

13.8

82.6

2021

90.4

26.1

64.3

13.8

78.1

2022

85.1

21.9

63.2

1,207.8

1,271.0

Thereafter

419.3

105.4

313.9

3,046.4

3,360.3

Total

$
909.3

$
257.9

$
651.4

$
4,312.2

$
4,963.6

~~Odeon Revolving Credit Facility~~

On December 7, 2017, the Company entered into a Revolving Credit Facility Agreement with Citigroup Global Markets Limited, Lloyds Bank PLC, Barclays Bank PLC and Bank of America Merrill Lynch International Limited as arrangers. The lenders make available a multicurrency revolving credit facility in an aggregate amount of £100.0 million ($134.1 million as of December 31, 2017). As of December 31, 2017, there were no borrowings outstanding and Odeon had £84.3 million ($113.0 million) available for borrowing, net letters of credit. The interest rate on each loan when drawn down under the revolving credit facility is 2.5% plusIBOR (meaning LIBOR, EURIBOR, CIBOR or STIBOR as applicable) per annum. The undrawn commitment fee is 0.5% of the undrawn amount per annum. All assets located in England and Wales have been pledged as collateral.

~~Bridge Loan Agreement~~

On December 21, 2016, the Company entered into a bridge loan agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the “Bridge Loan Agreement”). The Company borrowed $350.0 million of interim bridge loans (the “Interim Bridge Loans”) on December 21, 2016 under the Bridge Loan

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~~Agreement and recorded approximately $4.4 million in deferred financing costs. The proceeds of the Interim Bridge Loans were used to partially finance the acquisition of Carmike.~~

On February 13, 2017, the Company repaid the aggregate principal amount of Interim Bridge Loans of $350.0 million with a portion of the proceeds from its public offering of shares of Holdings Class A common stock, as discussed in Note 8–Stockholders’ Equity. The Company recorded a loss of $0.4 million in other income, which included a write-off of deferred financing costs of $3.7 million, partially offset by a refund of fees of $3.3 million on the extinguishment of indebtedness related to the redemption of the interim bridge loan.

~~Senior Secured Credit Facility~~

The Senior Secured Credit Facility is with a syndicate of banks and other financial institutions. The Senior Secured Credit Facility also provides for a Revolving Credit Facility, including a borrowing capacity which is available for letters of credit and for swingline borrowings on same-day notice.

~~Senior Secured Credit Facility.~~ On April 30, 2013, the Company entered into a $925.0 million Senior Secured Credit Facility pursuant to which the Company borrowed term loans and used the proceeds to fund the redemption of the former Senior Secured Credit Facility term loans. The Senior Secured Credit Facility was comprised of a $150.0 million Revolving Credit Facility, which matured on April 30, 2018 (the “Revolving Credit Facility”), and a $775.0 million term loan, which matures on April 30, 2020 (the “Term Loan due 2020”). The Term Loan due 2020 required repayments of principal of 0.25% of the original principal amount, or $1.9 million, per quarter, with the remaining principal payable upon maturity. The term loan was issued at a 0.25% discount, which was amortized to interest expense over the term of the loan. The Company capitalized deferred financing costs of approximately $6.9 million related to the issuance of the Revolving Credit Facility and approximately $2.2 million related to the issuance of the Term Loan due 2020.

~~First Amendment.~~ On December 11, 2015, the Company entered into a first amendment to its Senior Secured Credit Agreement dated April 30, 2013 (“First Amendment”). The First Amendment provides for the incurrence of $125.0 million incremental term loans (“Incremental Term Loan”). In addition, the First Amendment, among other things, (a) extends the maturity date with respect to (i) the existing Term Loan due 2020 and the Incremental Term Loan (together “Term Loan due 2022”) to December 15, 2022 and (ii) the Revolving Credit Facility from April 30, 2018 to December 15, 2020 and (b)increases the applicable margin for the Term Loan due 2022 from 1.75% with respect to base rate borrowings to 2.25% and 2.75% with respect to LIBOR borrowings to 3.25%. The Company capitalized additional deferred financing costs of approximately $6.5 million related to the modification of the Revolving Credit Facility and approximately $3.3 million related to the modification of the term loans under the Senior Secured Credit Facility. The proceeds of the Incremental Term Loan were used by the Company to pay expenses related to the First Amendment transactions and the Starplex Cinemas acquisition. The Company recorded a loss of approximately $1.4 million in other expense (income) during the year ended December 31, 2015, which consisted of third-party costs, deferred financing costs, and discount write-off incurred in connection with the modification of the Senior Secured Credit Facility.

~~Second Amendment.~~ On November 8, 2016, the Company amended its Senior Secured Credit Agreement dated April 30, 2013, as previously amended, to among other things, lower the applicable margin on base rate borrowings from 2.25% to 2.00% and the applicable margin on LIBOR borrowings from 3.25% to 2.75%, to reduce the minimum rate for base rate borrowings from 1.75% to 1.00% and the minimum rate for LIBOR rate borrowings to 0.0% and to allow for additional term loan borrowings of $500 million. On November 29, 2016, the Company borrowed $500.0 million additional Term loans due on December 15, 2023 (“Term Loan due 2023”). The Company recorded deferred financing costs of approximately $18.8 million and a discount of 0.25%, or $1.3 million, related to the Term Loan due 2023. The Company used the net proceeds from the Term Loan due 2023 to pay the consideration for the Odeon acquisition and the related refinancing of Odeon debt assumed in the acquisition.

Borrowings under the Senior Secured Credit Facility bear interest at a rate equal to an applicable margin plus, at the Company’s option, either a base rate or LIBOR. The minimum rate for base rate borrowings is 1.00% and the minimum rate for LIBOR-based borrowings is 0%. The applicable margin for the Terms loan due 2022 and 2023 is 2.00% for base rate borrowings and 2.75% for LIBOR based loans. The applicable margin for the Revolving Credit Facility ranges from 1.25% to 1.5% for base rate borrowings and from 2.25% to 2.5% for LIBOR based borrowings. The Revolving Credit Facility also provides for an unused commitment fee of 0.50% per annum and for letter of credit fees of up to 0.25% per annum plus the applicable margin for LIBOR-based borrowings on the undrawn amount of the letter of credit. The applicable rate for borrowings under the Term Loans due 2022 and 2023 at December 31, 2017 were each

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3.727% based on LIBOR (2.75% margin plus 0% minimum LIBOR rate). The Term Loans due 2022 and 2023 requires repayments of principal of 0.25% of the original principal amount, or $3.5 million per quarter, with any remaining balance due on December 15, 2022 or December 15, 2023, as applicable. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facility at any time without premium or penalty, other than (i) customary “breakage” costs with respect to LIBOR loans and (ii) in connection with a repricing transaction closed (a) in respect of the Term Loans due 2022, within six months from the date the Second Amendment becomes effective or (b) in respect of the Term Loans due 2023, within six months from the date on which the available commitments of the relevant lenders in respect of the Term Loans due 2023 are reduced to zero, in which case the Company must pay a 1% premium on the amount of Term Loans repaid.

The Senior Secured Credit Facility contains a number of covenants that, among other things, restrict, subject to certain exceptions, the ability of the Company and its subsidiaries, to sell assets; incur additional indebtedness; prepay other indebtedness (including the notes); pay dividends and distributions or repurchase their capital stock; create liens on assets; make investments; make acquisitions; engage in mergers or consolidations; engage in transactions with affiliates; amend constituent documents and material agreements governing subordinated indebtedness, including the 5.875% Senior Subordinated Notes due 2022, the 5.75% Senior Subordinated Notes due 2025; the 6.375% Senior Subordinated Notes due 2024, and the 5.875 Senior Subordinated Notes due 2024; change the business conducted by it and its subsidiaries; and enter into agreements that restrict dividends from subsidiaries. In addition, the Senior Secured Credit Facility requires the Company and its subsidiaries to maintain, on the last day of each fiscal quarter, a net senior secured leverage ratio, as defined in the Senior Secured Credit Facility, of no more than 3.25 to 1 as long as the commitments under the Revolving Credit Facility remain outstanding. The Senior Secured Credit Facility also contains certain customary affirmative covenants and events of default, including the occurrence of (i) a change in control, as defined in the Senior Secured Credit Facility, (ii) defaults under other indebtedness of the Company, any guarantor or any significant subsidiary having a principal amount of $25.0 million or more, and (iii) one or more uninsured judgments against the Company, any guarantor, or any significant subsidiary for an aggregate amount exceeding $25.0 million with respect to which enforcement proceedings are brought or a stay of enforcement is not in effect for any period of 60 consecutive days.

~~Third Amendment.~~On May 9, 2017, the Company entered into the Third Amendment to Credit Agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the Third Amendment”), amending the Credit Agreement dated as of April 30, 2013. The Third Amendment decreased the applicable margin for the term loans outstanding under the Credit Agreement from 1.75% to 1.25% with respect to base rate borrowings and 2.75% to 2.25% with respect to LIBOR borrowings. The Company expensed $1.0 million during the year ended December 31, 2017 for third-party fees related to the Third Amendment to the Company’s Senior Secured Credit Agreement.

~~Fourth Amendment to Credit Agreement.~~ On June 13, 2017, the Company entered into the Fourth Amendment to Credit Agreement with Citicorp North America, Inc., as administrative agent and the other lenders party thereto (the “Fourth Amendment”), amending the Credit Agreement dated as of April 30, 2013. The Fourth Amendment increased the revolving loan commitment under the Credit Agreement from $150.0 million to $225.0 million.

All obligations under the Senior Secured Credit Facility are guaranteed by each of the Company’s wholly-owned domestic subsidiaries. All obligations under the Senior Secured Credit Facility, and the guarantees of those obligations (as well as cash management obligations), are secured by substantially all of the Company’s assets as well as those of each subsidiary guarantor.

~~Senior Secured Notes due 2023~~

On December 21, 2016, the Company assumed $230.0 million aggregate principal amount of 6.00% Senior Secured Notes due June 15, 2023 (the “Senior Secured Notes due 2023”) in connection with the acquisition of Carmike. Interest is payable on the Senior Secured Notes due 2023 on June 15th and December 15th of each year beginning. The Company recorded the debt at estimated fair value of $242.1 million based on a closing price for the Senior Secured Notes due 2023 of 105.25 on December 21, 2016. Pursuant to a supplemental indenture, dated as of February 17, 2017, among AMC, Carmike, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee to the indenture, dated as of June 17, 2015, providing for the issuance of the Senior Secured Notes due 2023, the Company agreed to provide a guarantee of Carmike’s obligations under the Senior Secured Notes due 2023. The Company provided such guarantee solely for purposes of assuming the reporting obligations of Carmike under the indenture

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~~governing the Senior Secured Notes due 2023 and not for the purposes of compliance with any other covenant contained in such indenture.~~

~~Notes Due 2022~~

On February 7, 2014, the Company completed an offering of $375.0 million aggregate principal amount of its Senior Subordinated Notes due 2022 (the “Notes due 2022”) in a private offering. The Company capitalized deferred financing costs of approximately $7.7 million, related to the issuance of the Notes due 2022. The Notes due 2022 mature on February 15, 2022. The Company pays interest on the Notes due 2022 at 5.875% per annum, semi-annually in arrears on February 15th and August 15th, commencing on August 15, 2014. The Company may redeem some or all of the Notes due 2022 at any time on or after February 15, 2017 at 104.406% of the principal amount thereof, declining ratably to 100% of the principal amount thereof on or after February 15, 2020, plus accrued and unpaid interest to the redemption

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AMC Preferred Equity Units. As of April 24, 2020, the Company is prohibited from making purchases under its authorized stock repurchase program in accordance with the covenant suspension conditions in its Credit Agreement. As of December 31, 2022, $200.0 million remained available for repurchase under this plan. A three-year time limit had been set for the completion of this program, expiring February 26, 2023.

Special Dividend

On August 4, 2022 the Company announced that its Board of Directors declared a special dividend for one AMC Preferred Equity Unit for each share of Class A common stock outstanding at the close of business August 15, 2022, the record date. The dividend was paid at the close of business August 19, 2022 to investors who held Class A common shares 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 (1/100th) of a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement. The Company has 50,000,000 Preferred Stock shares authorized, 10,000,000 of which have currently have been allocated and 7,245,872 have been issued under the depositary agreement as a 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 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 stock dividend as a stock split.

Stock-Based Compensation

2013 Equity Incentive Plan

The 2013 Equity Incentive Plan, as amended (“EIP”), provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), performance stock units (“PSUs), stock awards, and cash performance awards. The maximum number of equity interests in Holdings available for delivery pursuant to awards granted under the EIP is 15 million shares of Common Stock and 7,306,354 AMC Preferred Equity Units. At December 31, 2022, the aggregate number of equity interests in Holdings available for grant was 4,293,562 shares and 4,293,562 units, respectively.

The following table presents the stock-based compensation expense recorded within general and administrative: other:


	Year Ended
	December 31,		December 31,		December 31,
(In millions)	2022		2021		2020
Board of director stock award expense	$	0.8	$	0.9	$	0.5
Restricted stock unit expense		13.3		12.6		9.7
Performance stock unit expense		8.4		24.5		1.2
Special performance stock unit expense		—		5.1		14.0
Total stock-based compensation expense	$	22.5	$	43.1	$	25.4

As of December 31, 2022, the estimated remaining unrecognized compensation cost related to stock-based compensation arrangements was approximately $15.1 million. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.3 years. The Company accounts for forfeitures when they occur.

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Plan Amendment due to stock split

The 2013 Plan contemplates equitable adjustments for certain transactions such as a stock split. On August 19, 2022, the Compensation Committee approved an adjustment to the 2013 Equity Incentive Plan to entitle each participant one AMC Preferred Equity Unit and one share of Common Stock for each RSU or PSU that vests. The Company determined that this modification was a Type 1 (probable-to-probable) modification that did not increase the fair value of the award and therefore did not require additional stock-based compensation expense to be recognized. References made to share, per share, or common share amounts have been retroactively adjusted to reflect the effects of the stock split.

Awards Granted in 2022, 2021, and 2020 and Other Activity

AMC’s Board of Directors approved awards of stock, RSUs, and PSUs to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. During years 2022, 2021, and 2020, the grant date fair value of these awards was based on the closing price of AMC’s stock on the date of grant, which ranged from $1.18 to $9.84 per share.

A dividend equivalent for restricted stock units and performance stock units equal to the amount paid in respect of one share of Common Stock and one AMC Preferred Equity Unit underlying the unit began to accrue with respect to the unit on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the units. Each unit represents the right to receive one share of Common Stock and one AMC Preferred Equity Unit at a future date. Prior to February 15, 2017, the Company may redeem the Notes due 2022 at par plus a make-whole premium. The Company used the net proceeds from the Notes due 2022 private offering, together with a portion of the net proceeds from the Holdings’ IPO, to pay the consideration and consent payments for the tender offer for the Notes due 2019, plus any accrued and unpaid interest and related transaction fees and expenses.

The Notes due 2022 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several unsecured senior subordinated basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness.

~~The indenture governing the Notes due 2022 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates and mergers and sales of assets.~~

The Company filed a registration statement on April 1, 2014 pursuant to the Securities Act of 1933, as amended, relating to an offer to exchange the original Notes due 2022 for exchange Notes due 2022. The registration statement was declared effective on April 9, 2014. After the exchange offer expired on May 9, 2014, all of the original Notes due 2022 were exchanged.

~~Sterling Notes Due 2024~~

The Sterling Notes due 2024 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. Following the closing of the Odeon acquisition on November 30, 2016 and the Carmike acquisition on December 21, 2016, neither Odeon or Carmike or any of its subsidiaries will guarantee the Sterling Notes due 2024.

The indenture governing the Sterling Notes due 2024 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.

On November 8, 2016, in connection with the issuance of the Sterling Notes due 2024, the Company entered into a registration rights agreement. Subject to the terms of the registration rights agreement, the Company is required to (1) file a registration statement with the Securities and Exchange Commission (“SEC”) not later than 270 days from the issuance date with respect to the registered offer to exchange the notes for new notes of the Company having terms

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identical in all material respects to the notes and (2) use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective under the Securities Act of 1933 within 365 days of the issuance date.

~~Notes Due 2025~~

The Notes due 2025 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness.

~~The indenture governing the Notes due 2025 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.~~

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~~consummate the exchange offer within 210 days after the issue date. After the exchange offer expired on July 27, 2015, all of the original Notes due 2025 were exchanged.~~

~~Notes Due 2026~~

The Notes due 2026 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. Following the closing of the Odeon acquisition on November 30, 2016 and the Carmike acquisition on December 21, 2016, neither Odeon or Carmike or any of its subsidiaries will guarantee the Notes due 2026.

~~The indenture governing the Notes due 2026 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.~~

~~Notes Due 2027~~

The Notes due 2027 are general unsecured senior subordinated obligations of the Company and are fully and unconditionally guaranteed on a joint and several senior subordinated unsecured basis by all of its existing and future domestic restricted subsidiaries that guarantee its other indebtedness. Following the closing of the Nordic acquisition on March 28, 2017, neither Nordic nor any of its subsidiaries guaranteed the Notes due 2027.

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~~The indenture governing the Notes due 2027 contains covenants limiting other indebtedness, dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of assets.~~

~~Promissory Note~~

~~See Note 5 – Investments for information regarding the 5% Promissory Note payable to NCM.~~

~~Financial Covenants~~

Each indenture relating to the Notes due 2022, the Sterling Notes due 2024, the Notes due 2025, the Notes due 2026, and the Notes due 2027 allows the Company to incur specified permitted indebtedness (as defined therein) without restriction. Each indenture also allows the Company to incur any amount of additional debt as long as it can satisfy the coverage ratio of each indenture, after giving effect to the indebtedness on a pro forma basis. Under the indentures for the Notes due 2022, the Sterling Notes due 2024, the Notes due 2025, the Notes due 2026, and the Notes due 2027 at December 31, 2017, the Company could borrow approximately $2.2 billion (assuming an interest rate of 6.5% per annum on the additional indebtedness) in addition to specified permitted indebtedness. If the Company cannot satisfy the coverage ratios of the indentures, generally it can borrow an additional amount under the Senior Secured Credit Facility. The indentures also contain restrictions on the Company’s ability to pay dividends. Under the most restrictive provision set forth in the note indenture for the Notes due 2022, as of December 31, 2017, the amount of dividends which the Company could not exceed was approximately $2.7 billion in the aggregate.

As of December 31, 2017, the Company was in compliance with all financial covenants relating to the Senior Secured Credit Facility, Odeon’s Revolving Credit Facility Agreement, the Senior Secured Notes due 2023, the Notes due 2022, the Sterling Notes due 2024, the Notes due 2025, the Notes due 2026 and the Notes due 2027.

~~NOTE 8 – STOCKHOLDERS’ EQUITY~~

~~Common Stock Rights and Privileges~~

The rights of the holders of Holdings’ Class A common stock and Holdings’ Class B common stock are identical, except with respect to voting and conversion applicable to the Class B common stock. Holders of Holdings’ Class A common stock are entitled to one vote per share and holders of Holdings’ Class B common stock are entitled to three votes per share. Holders of Class A common stock and Class B common stock will share ratably (based on the number of shares of common stock held) in any dividend declared by its board of directors, subject to any preferential rights of any outstanding preferred stock. The Class A common stock is not convertible into any other shares of Holdings’ capital stock. Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock shall convert automatically into one share of Class A common stock upon any transfer, whether or not for value, except for certain transfers described in Holdings’ certificate of incorporation.

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~~Dividends~~

~~The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2017:~~

During the year ended December 31, 2017, the Company paid dividends and dividend equivalents of $104.6 million and accrued $1.1 million for the remaining unpaid dividends at December 31, 2017. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $43.9 million, $60.6 million, and $0.2 million, respectively.

On February 28, 2018, the Company declared a cash dividend in the amount of $0.20 per share of Class A and Class B common stock, payable on March 26, 2018 to stockholders of record on March 12, 2018.

~~The following is a summary of dividends and dividend equivalents declared to stockholders during the year ended December 31, 2016:~~

Amount per

Total Amount






Share of

Declared
Declaration Date

Record Date

Date Paid

Common Stock

(In millions)
February 25, 2016

March 7, 2016

March 21, 2016

0.20

19.8
April 27, 2016

June 6, 2016

June 20, 2016

0.20

19.8
July 25, 2016

September 6, 2016

September 19, 2016

0.20

19.8
November 3, 2016

December 5, 2016

December 19, 2016

0.20

20.7

During the year ended December 31, 2016, the Company paid dividends and dividend equivalents of $79.6 million and accrued $0.5 million for the remaining unpaid dividends at December 31, 2016. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $18.2 million, $60.6 million, and $0.8 million, respectively.

During the year ended December 31, 2015, the Company paid dividends and dividend equivalents of $78.6 million and accrued $0.2 million for the remaining unpaid dividends at December 31, 2015. The aggregate dividends paid for Class A common stock, Class B common stock, and dividend equivalents were approximately $17.3 million, $60.6 million, and $0.7 million, respectively.

~~Related Party Transactions~~

As of December 31, 2017 and December 31, 2016, the Company recorded a receivable due from Wanda of $0.6 million and $10.6 million, respectively for reimbursement of general administrative and other expense incurred on behalf of Wanda and a pledged capital contribution. In December 2016, Wanda agreed to make a capital contribution of $10.0 million to AMC (without any increase in Wanda’s economic interest or voting rights in the Company) for payment to certain officer, directors, and other personnel for extraordinary services rendered in connection with merger and acquisition activity in 2016. This contribution was received in February 2017. Total reimbursements of other expenses from Wanda were $0.6 million, $0.5 million and $0.7 million for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively. The Company’s majority shareholder, Wanda, owns Legendary Entertainment, a motion picture production company. The Company will occasionally play Legendary’s films in its theatres, as a result of transactions with independent film distributors.

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~~Temporary Equity~~

Certain members of management have the right to require Holdings to repurchase the Class A common stock held by them under certain limited circumstances pursuant to the terms of a stockholders agreement. Beginning on January 1, 2016 and ending on January 1, 2019 (or upon the termination of a management stockholder’s employment by the Company without cause, by the management stockholder for good reason, or due to the management stockholder’s death or disability) management stockholders will have the right, in limited circumstances, to require Holdings to purchase shares that are not fully and freely tradeable at a price equal to the price per share paid by such management stockholder with appropriate adjustments for any subsequent events such as dividends, splits, or combinations. The shares of Class A common stock subject to the stockholder agreement are classified as temporary equity, apart from permanent equity, as a result of the contingent redemption feature contained in the stockholder agreement. The Company determined the amount reflected in temporary equity for the Class A common stock based on the price paid per share by the management stockholders and Wanda on August 30, 2012, the date Wanda acquired Holdings.

During the year ended December 31, 2017, a former employee who held 27,197 shares, relinquished his put right, therefore the related amount of $0.3 million was reclassified to additional paid-in capital, a component of stockholders’ equity.

During the year ended December 31, 2016, a former employee who held 27,197 shares, relinquished his put right, therefore the related amount of $0.2 million was reclassified to additional paid-in capital, a component of stockholders’ equity.

During the year ended December 31, 2015, a former employee who held 5,939 shares, relinquished his put right, therefore the related amount of $0.1 million was reclassified to additional paid-in capital, a component of stockholders’ equity.

~~Additional Public Offering~~

On February 13, 2017, the Company completed an additional public offering of 20,330,874 shares of Class A common stock at a price of $31.50 per share ($640.4 million), resulting in net proceeds of $616.8 million after underwriters commission and other professional fees. The Company used a portion of the net proceeds to repay the aggregate principal amount of the Interim Bridge Loan of $350.0 million and general corporate purposes.

~~Treasury Stock~~

~~On August 3, 2017, the Company announced that its Board of Directors had approved a $100.0 million share repurchase program to repurchase its Class A common stock over a two-year period.~~

Repurchases may be made at management's discretion from time to time through open-market transactions including block purchases, through privately negotiated transactions, or otherwise until mid-August 2019 in accordance with all applicable securities laws and regulations. The extent to which AMC repurchases its shares, and the timing of such repurchases, will depend upon a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations, as determined by AMC’s management team. Repurchases may be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when the Company’s management might otherwise be precluded from doing so under insider trading laws. The repurchase program does not obligate the Company to repurchase any minimum dollar amount or number of shares and may be suspended for periods or discontinued at any time. During the year ended December 31, 2017 the Company repurchased 3,195,856 shares of Class A common stock at a cost of $47.5 million.

~~Stock-Based Compensation~~

~~Holdings adopted a stock-based compensation plan in December of 2013.~~

The Company recorded stock-based compensation expense of $5.7 million, and $4.9 million, and $10.5 million within general and administrative: other during the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively. The Company’s financial statements reflect an increase to additional paid-in capital

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related to stock-based compensation of $3.9 million, $4.9 million, and $10.5 million during the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively. As of December 31, 2017, there was approximately $8.9 million of total unrecognized compensation cost, assuming attainment of the performance targets at 100%, related to stock-based compensation arrangements expected to be recognized during the years ending December 31, 2018 and December 31, 2019. The Company expects to recognize compensation cost of $5.6 million and $3.3 million in years ending December 31, 2018 and December 31, 2019, respectively.

~~2013 Equity Incentive Plan~~

The 2013 Equity Incentive Plan provides for grants of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSU’s”), performance stock units (“PSU’s), stock awards, and cash performance awards. The maximum number of shares of Holdings’ common stock available for delivery pursuant to awards granted under the 2013 Equity Incentive Plan is 9,474,000 shares. At December 31, 2017, the aggregate number of shares of Holdings’ common stock available for grant was 7,303,271 shares.

~~Awards Granted in 2017, 2016, and 2015~~

AMC’s Board of Directors approved awards of stock, RSU’s, and PSU’s to certain of the Company’s employees and directors under the 2013 Equity Incentive Plan. During years 2017, 2016, and 2015, the grant date fair value of these awards was based on the closing price of AMC’s stock on the date of grant, which ranged from $20.18 to $33.96 per share.

The award agreements generally had the following features:

~~Stock Award Agreement: The Company granted 13,684, 21,342, and 15,312 fully vested shares of Class A common stock~~
● Board of Director Stock Award Agreement: The Company granted fully vested shares of Common Stock and AMC Preferred Equity Units to its independent members of AMC’s Board of Directors during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. In connection with these share grants, the Company recognized approximately $0.4, million, $0.5 million, and $0.4 million of expense in general and administrative: other expense during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively.

Restricted Stock Unit Award Agreement: The Company granted 201,726, 145,739, and 84,649 RSU awards to certain members of management during the years ended on December 31, 2017, December 31, 2016 and December 31, 2015, respectively. Each RSU represents the right to receive one share of Class A common stock at a future date. During 2015, the RSUs were fully vested at the date of grant. These RSUs will not be settled, and will be non-transferable, until the third anniversary of the date of grant. Under certain termination scenarios defined in the award agreement, the RSUs may be settled within 60 days following termination of service. The RSUs granted during 2016 and 2017 vest over three years with 1/3 vesting in each year. These RSUs will be settled within 30 days of vesting. A dividend equivalents equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The Company recognized approximately $3.3 million, $1.2 million, and $2.9 million of expense in general and administrative: other expense during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. The Company expects to recognize compensation cost of $3.3 million in both the years ending December 31, 2018 and December 31, 2019 related to the 2017 RSU grants.

~~During the year~~ ended December 31, ~~2017,~~2022, Decembers 31, 2021, and December 31, 2020 as follows:


	Year Ended
	December 31, 2022	December 31, 2021	December 31, 2020
Common Stock	41,650	124,054	77,090
AMC Preferred Equity Units	41,650	124,054	77,090

●

Restricted Stock Unit Award Agreement: The Company granted RSU awards of ~~129,214 units were granted~~1,394,270, 5,375,626, 3,022,594 to certain ~~executive officers covered by Section 162(m)~~members of ~~the Internal Revenue Code. The RSUs will be forfeited if AMC does not achieve a specified cash flow from operating activities target for each of~~management during the years ended on December 31, ~~2017, 2018~~2022, December 31, 2021, and ~~2019.~~December 31, 2020, respectively. The Company records stock-based compensation expense on a straight-line recognition method over the requisite vesting period. The RSUs granted during 2022, 2021, and 2020 vest over three years with 1/3 vesting in each ~~of 2017, 2018 and 2019 if the cash flow from operating activities target is met. The vested~~year. These RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The grant date fair value was $4.1 million based on the probable outcome of the performance targets and a stock price of $31.45 on March 31, 2017. The Company recognized expense for these awards of $1.4 million in general and

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~~administrative: other expense, during the year ended December 31, 2017, based on achievement of the performance condition for 2017.~~

●

Restricted Stock Unit Award Executive Agreement:During the year ended December 31, ~~2016,~~2019, the Company granted RSU awards of ~~135,981 units were granted~~400,000 to ~~certain~~an executive ~~officers covered by Section 162(m)~~officer (“2019 RSU executive”) of the ~~Internal Revenue Code. The~~Company with one-half vesting on the first anniversary of employment on December 2, 2020 and the remaining one-half vesting ratably over a three year period ending on December 2, 2022. All unvested RSUs ~~will~~shall be forfeited ~~if AMC does not achieve a specified cash flow from operating activities target for each~~upon termination of ~~the years ending December 31, 2016, 2017 and 2018. The RSUs vest over three years with 1/3 vesting in each of 2016, 2018 and 2019 if the cash flow from operating activities target is met. The vested~~services. These RSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. The grant date fair value was $3.4 million based on the probable outcome of the performance targets and a stock price of $24.88 on March 1, 2016. The Company recognized expense for these awards of $1.1 million in general and administrative: other expense, during each the years ended December 31, 2016 and December 31, 2017, based on achievement of the performance conditions for 2016 and 2017.

During the year ended December 31, 2015, RSU awards of 58,749 units were granted to certain executive officers. The RSUs granted would have been forfeited if AMC did not achieve a specified annual cash flow from operating activities target for the calendar year. These awards did not contain a service condition. The vested RSUs will not be settled, and will be non-transferable, until the third anniversary of the date of grant. Under certain termination scenarios defined in the award agreement, the RSUs may be settled within 60 days following termination of service. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the RSUs. Thereafter, dividend equivalents are paid to the holder whenever dividends are paid on the Class A common stock. The Company recognized expense for these awards of $2.0 million, within general and administrative: other expense, during the year ended December 31, 2015, due to the achievement of the performance condition.

On August 7, 2015, a RSU award of 19,226 units was granted to the Interim Chief Executive Officer and President, with a grant date fair value of approximately $0.6 million. Each RSU converted into one share of Class A common stock immediately upon vesting which occurred upon the first day of employment of a replacement Chief Executive Officer, January 4, 2016. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the RSUs began to accrue with respect to the RSUs on the date of grant. Such accrued dividend equivalents were paid to the holder upon vesting of the RSUs. The Company recognized $0.1 million and $0.5 million in general and administrative: other expense during the years ended December 31, 2016 and December 31, 2015, respectively, in connection with this award.

~~Performance Stock Unit Award Agreement: During the year ended December 31, 2017,~~ PSU awards were granted to certain members of management and executive officers with three-year cumulative net profit, adjusted EBITDA, and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January 1, 2017 and ending on December 31, 2019. If the net profit threshold is achieved, 70% of the PSUs granted will vest based upon achievement of a cumulative adjusted EBITDA target and 30% of the PSUs will vest based upon achievement of a cumulative diluted earnings per share target. PSUs vest based upon achieving between 80% to 120% of the applicable performance target during the performance period with the corresponding vested amount ranging ratably from 30% to 200% of the grant at target. Performance below 80% of the performance targets will result in forfeiture of the PSUs. Additionally, unvested PSU’s shall be ratably forfeited upon termination of service prior to December 31, 2019. If service terminates prior to January 2, 2018, all unvested PSU’s shall be forfeited, if service terminates prior to January 2, 2019, 2/3 of unvested PSU’s shall be forfeited and if service terminates prior to January 2, 2020, 1/3 of unvested PSU’s shall be forfeited. The vested PSUs will be settled within 30 days of vesting which will occur upon certification of performance results. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs.

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~~During the year ended December 31, 2017, the Company determined that achieving the three-year performance thresholds of the 2017~~
● Performance Stock Units was improbable and reversed $1.8 million of stock-based compensation expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds of the 2017 Performance Stock Units is probable, then historical expense would be reinstated and accruals would resume.
·
During the year ended December 31, 2016, PSU awards were granted to certain members of management and executive officers, with both a three-year cumulative adjusted free cash flow and net earnings performance target condition and a service condition, covering a performance period beginning January 1, 2016 and ending on December 31, 2018. The PSUs will vest based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%. If the performance target is met at 100%, the PSU awards granted on March 1, 2016 will be 278,255 units. No PSUs will vest if AMC does not achieve the three-year cumulative adjusted free cash flow and net earnings minimum performance target or the participant’s service does not continue through the last day of the performance period. The vested PSUs will be settled within 30 days of vesting. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs. Assuming attainment of the performance target at 100%, the Company recognized expense for these awards of approximately $2.0 million during the year ended December 31, 2016. The grant date fair value was $7.0 million based on the probable outcome of the performance conditions and a stock price of $24.88 on March 1, 2016.
Unit Award Agreement:2022 PSU Awards. During the year ended December 31, 2017, the Company determined that achieving the three-year performance thresholds of the 2016 Performance Stock Units was improbable and reversed $2.0 million of stock-based compensation expense and ceased accruing any additional expense on these units. If the Company later determines that the performance thresholds of the 2016 Performance Stock Units becomes probable, then historical expense would be reinstated and accruals would resume.
~~During 2015,~~2022, 1,394,270 total PSUs were awarded (“2022 PSU ~~awards were granted~~award”) to certain members of management and executive officers, with ~~both~~the total PSUs divided into three separate year tranches, with each tranche allocated to a ~~specified annual~~fiscal year within the performance period (“Tranche Year”). The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance ~~target condition and a one year service condition, ending on December 31, 2015.~~target. The ~~PSUs would have vested~~2022 PSU awards will vest based on ~~a scale ranging from~~achieving 80% to 120% of the performance ~~target~~targets, with the corresponding vested unit amount ranging from ~~30%~~50% to 150%. No PSUs would vest if AMC did not achieve the adjusted free cash flow minimum performance target or the participant’s service did not continue through the last day of the performance period, during the year ended December 31, 2015. The vested PSUs will not be settled, and will be non-transferable, until the third anniversary of the date of grant. Under certain termination scenarios defined in the award agreement, the vested PSUs may be settled within 60 days following termination of service. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs. Thereafter, dividend equivalents are paid to the holder whenever dividends are paid on the Class A common stock. The PSU awards were granted on March 6, 2015. As a result of the one-year service condition being met and attainment of the target performance condition at 122.8%, the gross number of PSUs granted was 168,949 units. The Company recognized expense of $4.7 million, net of forfeitures, within general and administrative: other expense during the year ended December 31, 2015.
·
~~Performance Stock Unit Transition Award:~~ In recognition of the shift in 2016 from one-year to three-year performance periods for annual equity awards, on March 31, 2017, PSU transition awards were granted to certain members of management and executive officers, with net profit, adjusted EBITDA, and diluted earnings per share performance target conditions and a service condition, covering a performance period beginning January 1, 2017 and ending on December 31, 2017. If the net profit threshold was not achieved, all of the PSUTs were forfeited. If the net profit threshold was achieved, 70% of the PSUTs granted would vest based upon a 2017 adjusted EBITDA target and 30% would vest based upon a 2017 diluted earnings per share target. PSUTs were to vest based upon achieving between 80% to 120% of the applicable performance target with the corresponding vested amount ranging ratably from 30% to 150% of the grant at target. Performance below 80% of the performance targets would result in forfeiture of the PSUTs. If the performance target is met at 100%, the transition PSU awards granted on March 31, 2017 will vest at 39,908 units. No PSUs will vest if Holdings does not achieve the adjusted EBITDA, diluted earnings per
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share, and net profit performance target conditions or the participant’s service does not continue through the last day of the performance period. The vested PSUs will be settled within 30 days of vesting which will occur upon certification of performance results. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents are paid to the holder upon vesting of the PSUs.
The PSUTs granted on March 31, 2017 did not meet the fiscal year 2017 net profit threshold, and as a result, all of the PSUTs were forfeited and the units were returned to the 2013 Employee Incentive Plan pool.
In recognition of the shift from one year to three year performance periods for annual equity awards, during the year ended December 31, 2016, PSU transition awards were granted to certain members of management and executive officers, with both a 2016 adjusted free cash flow and net earnings performance target condition and a service condition, covering a performance period beginning January 1, 2016 and ending on December 31, 2016. The PSUs were to vest based on a scale ranging from 80% to 120% of the performance target with the vested amount ranging from 30% to 150%200%. If the performance ~~target was~~targets are met at 100%, the ~~transition~~2022 PSU awards ~~granted on March 1, 2016 would have been 53,815 units.~~will vest at 1,394,270 units in the aggregate. No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the ~~adjusted~~Tranche Year’s Adjusted EBITDA and free cash flow or net earnings minimum performance target or the participant’s service does not continue through the last day of the performance period. If the PSUs vested, the PSUs would have been settled within 30 days. A dividend equivalent equal to the amount paid in respect of one share of Class A common stock underlying the PSUs began to accrue with respect to the PSUs on the date of grant. Such accrued dividend equivalents would have been paid to the holder upon vesting of the PSUs, assuming attainment of the performance target at 100%. No PSU Transition Awards vested as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target.targets.

The Compensation Committee establishes the annual performance targets at the beginning of each year.

~~The following table represents the nonvested RSU and PSU activity for the years ended December 31, 2017, December 31, 2016 and December 31, 2015:~~

Weighted

Average

Shares of RSU

Grant Date

and PSU

Fair Value
Beginning balance at January 1, 2015

—

—
Granted

331,573

33.71
Vested (1)

(280,844)

33.96
Forfeited

(31,503)

33.96
Beginning balance at January 1, 2016

19,226

29.59
Granted

618,092

24.88
Vested

(19,226)

29.59
Forfeited

(7,767)

24.88
Cancelled (2)

(53,815)

24.88
Beginning balance at January 1, 2017

556,510

$
24.88
Granted

701,788

31.23
Vested

(92,722)

24.88
Forfeited

(44,309)

28.68
Cancelled (2)

(37,426)

31.45
Nonvested at December 31, 2017

1,083,841

$
28.61

~~(1)~~

~~Includes vested units of 3,131 that were withheld to cover tax obligations and were subsequently canceled. As a result of this transaction, additional paid-in capital decreased by $0.1 million~~

~~(2)~~

~~No PSU Transition Awards vested as the Company did not achieve the adjusted free cash flow or net earnings minimum performance target.~~

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~~NOTE 9 – INCOME TAXES~~

Current income tax expense represents the amounts expected to be reported on the Company’s income tax returns, and deferred tax expense or benefit represents the change in net deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are recorded as appropriate to reduce deferred tax assets to the amount considered likely to be realized.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2017. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections for future taxable income.

On the basis of this evaluation, for the year ended December 31, 2017, a valuation allowance of $221.6 million was established domestically on the Company’s net deferred tax assets and considering indefinite-lived intangibles. The amount of deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income is reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as the Company’s projections for future taxable income.

On December 22, 2017, the President of the United States signed into law H.R. 1 (the “Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, limiting the amount of deductible interest expense, limiting executive compensations, implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018.

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets and related valuation allowance at December 31, 2017. As a result, the Company recognized a tax benefit of $121.8 million in the consolidated statement of operations for the year ended December 31, 2017. This tax benefit is comprised of $88.6 million of deferred tax expense associated with the revaluation of the Company’s net deferred tax assets, as reflected in the rate reconciliation, and $210.4 million of deferred tax benefit associated with the partial release of the Company’s valuation allowance as a result of the Tax Reform Act.

The Company has provisionally assessed the deemed mandatory repatriation provisions of the Tax Reform Act, and is projecting no impact to current year domestic taxable income as it relates to undistributed earnings of its foreign subsidiaries. The Company does not intend to distribute earnings in a taxable manner, and therefore intends to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction provided for in the Tax Reform Act, and earnings that would not result in any significant foreign taxes. As a result, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.

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While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) provisions.

The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Company does not expect it will be subject to this tax and therefore has not included any tax impacts of GILTI in its consolidated financial statements for the year ended December 31, 2017.

The BEAT provisions in the Tax Reform Act eliminates the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. The Company does not expect it will be subject to this tax and therefore has not included any tax impacts of BEAT in its consolidated financial statements for the year ended December 31, 2017.

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company has recognized the provisional tax impact of zero expense related to deemed repatriated earnings and approximately $13 million of tax benefit related to state taxes as included in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from this provisional amount, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018. The Company’s assertion regarding permanent reinvestment of earnings for foreign subsidiaries is also provisional at December 31, 2017.

~~The Income tax provision reflected in the Consolidated Statements of Operations consists of the following components:~~

Year Ended

(In millions)

December 31, 2017

December 31, 2016

December 31, 2015

Current:

Federal

$
(13.4)

$
0.4

$
10.3

Foreign

5.3

1.5

—

State

4.4

2.0

(2.2)

Total current

(3.7)

3.9

8.1

Deferred:

Federal

116.4

37.8

46.9

Foreign

(5.5)

(4.1)

—

State

46.9

0.4

4.7

Total deferred

157.8

34.1

51.6

Total provision

$
154.1

$
38.0

$
59.7

The Company expects to generate alternative minimum taxes for the year ended December 31, 2017, but will fully offset the taxes due to the utilization of tax credits. Under the Tax Reform Act, alternative minimum tax credit will be refundable in the future. The Company has reclassed the alternative minimum tax credits from deferred tax assets to a long-term tax receivable.

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~~Pre-tax income (losses) consisted of the following:~~

Year Ended

(In millions)

December 31, 2017

December 31, 2016

December 31, 2015

Domestic

$
(362.3)

$
135.4

$
163.6

Foreign

29.2

14.3

—

Total

$
(333.1)

$
149.7

$
163.6

~~The difference between the effective tax rate on earnings from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows:~~

Year Ended

(In millions)

December 31, 2017

December 31, 2016

December 31, 2015

Income tax expense at the federal statutory rate

$
(116.6)

$
52.4

$
57.2

Effect of:

State income taxes

(17.6)

6.5

6.2

Increase (decrease) in reserve for uncertain tax positions

2.1

(19.2)

(1.0)

Federal and state credits

(5.2)

(2.7)

(2.7)

Permanent items - transaction costs

2.0

5.7

0.1

Permanent items - other

(9.4)

4.4

—

Foreign rate differential

(15.3)

(2.2)

—

Change in legislation

88.6

(9.9)

—

Other

4.9

0.2

0.2

Valuation allowance

220.6

2.8

(0.3)

Income tax expense (benefit)

$
154.1

$
38.0

$
59.7

Effective income tax rate

(46.3)
%

25.4
%

36.5
%

~~The significant components of deferred income tax assets and liabilities as of December 31, 2017 and December 31, 2016 are as follows:~~

December 31, 2017

December 31, 2016

Deferred Income Tax

Deferred Income Tax

(In millions)

Assets

Liabilities

Assets

Liabilities

Tangible assets

$
—

$
(209.7)

$
—

$
(374.2)

Accrued liabilities

17.0

—

27.8

—

Intangible assets

—

(126.4)

—

(159.6)

Receivables

—

(9.1)

—

(4.9)

Investments

—

(149.7)

—

(256.4)

Capital loss carryforwards

—

—

4.0

—

Pension, postretirement and deferred compensation

22.0

—

38.2

—

Corporate borrowings

—

(5.1)

0.2

—

Deferred revenue

187.0

—

175.9

—

Lease liabilities

165.7

—

168.1

—

Capital and financing lease obligations

144.7

—

191.1

—

Other credit carryovers

16.6

—

28.0

—

Other comprehensive income

—

(0.4)

—

—

Net operating loss carryforwards

265.1

—

343.4

—

Total

$
818.1

$
(500.4)

$
976.7

$
(795.1)

Less: Valuation allowance

(338.4)

—

(112.2)

—

Net deferred income taxes

$
479.7

$
(500.4)

$
864.5

$
(795.1)

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~~Table of Contents~~

~~A rollforward of the Company’s valuation allowance for deferred tax assets is as follows:~~

Additions

Charged

Balance at

Charged

Charged

(Credited) to

Beginning of

(Credited) to

(Credited) to

Other

Balance at
(In millions)

Period

Expenses

Goodwill

Accounts(1)

End of Period
Calendar Year 2017

Valuation allowance-deferred income tax assets

$
112.2

220.6

(9.1)

14.7

$
338.4
Calendar Year 2016

Valuation allowance-deferred income tax assets

$
0.5

2.8

108.9

—

$
112.2
Calendar Year 2015

Valuation allowance-deferred income tax assets

$
0.8

(0.3)

—

—

$
0.5

~~(1)~~

Primarily relates to amounts resulting from the Company’s tax sharing arrangement, changes in deferred tax assets and associated valuation allowance that are not related to income statement activity as well as amounts charged to other comprehensive income.

The Company’s federal income tax loss carryforward of $443.9 million will begin to expire in 2018 and will completely expire in 2035 and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code. The Company’s foreign net operating losses of $638.6 million can be used indefinitely except for approximately $12.9 million, which will expire in varying amounts between 2018 and 2028. The Company also has state income tax loss carryforwards of $404.0 million, which may be used over various periods ranging from 1 to 20 years.

In 2015 and 2016, the Company identified a prudent and feasible tax planning strategy which involves the conversion of NCM units into NCM, Inc. common stock that, when executed, generates significant taxable income. The conversion is within the control of the Company and the Company executes the conversion when it becomes necessary to prevent its net operating loss and / or capital loss carryforwards from expiring unrealized.

On December 30, 2015, the Company converted 200,000 of its NCM units to NCM, Inc. shares and recognized approximately $4.6 million of capital gain pursuant to the tax planning strategy described above. See Note 5 – Investments for additional information.

~~A reconciliation of the change in the amount of unrecognized tax benefits was as follows:~~

Year Ended

(In millions)

December 31, 2017

December 31, 2016

December 31, 2015

Balance at beginning of period

$
12.7

$
30.1

$
30.5

Gross increases—current period tax positions

3.2

1.7

1.7

Gross increases—prior period tax positions

0.3

0.1

1.1

Favorable resolutions with authorities

—

(19.2)

(2.2)

Lapse of statute of limitations

—

—

(1.0)

Impact of legislation change

(0.9)

—

—

Balance at end of period

$
15.3

$
12.7

$
30.1

The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. The amount of interest and penalty expense related to foreign uncertain tax positions recognized for the year ended December 31, 2017 was $0.1 million. No interest expense related to federal uncertain tax positions have been recognized for the year ended December 31, 2017 and December 31, 2016, respectively.

The Company analyzed and reviewed the remaining state uncertain tax positions to determine the necessity of accruing interest and penalties. The amount of interest related to state uncertain tax positions recognized for the year ended December 31, 2017 was $0.1 million. The total amount of accrued interest and penalties for state uncertain tax positions at December 31, 2017 and December 31, 2016 was $0.1 million and $0.1 million, respectively. The $0.1 million represents the total amount of interest and penalties accrued at December 31, 2017 for all uncertain tax positions.

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Therefore, the grant date (and fair value measurement date) for each Tranche Year is the date at the beginning of each year when a mutual understanding of the key terms and conditions are reached per ASC 718, Compensation - Stock Compensation. The 2022 PSU award grant date fair value for the 2022 Tranche Year award was approximately $4.5 million and the 2021 PSU award grant date fair value for the 2022 Tranche Year award of 1,757,080 units was approximately $17.3 million, measured using performance targets at 100%. The 2020 PSU Award for the 2022 Tranche Year was previously granted in 2020, and was subsequently modified on October 30, 2020 where the grant date fair value was not determined until February 16, 2022 when the performance targets were established. As a result, the 2020 PSU award grant date for the 2022 Tranche Year award of 859,366 units was approximately $8.5 million, measured using performance targets at 100%. At December 31, 2022, the 2022 Tranche Year target performance conditions for both the annual Adjusted EBITDA and free cash flow were achieved at 0% and 79%, respectively.

2021 PSU Awards. On February 23, 2021, 5,375,626 total PSUs were awarded (“2021 PSU award”) to certain members of management and executive officers, with the total PSUs divided into three separate year tranches, with each tranche allocated to a fiscal year within the performance period (“Tranche Year”). The PSUs within each Tranche Year are further divided between two performance targets; the Adjusted EBITDA performance target and free cash flow performance target. The 2021 PSU awards will vest based on achieving 80% to 120% of the performance targets, with the corresponding vested unit amount ranging from 50% to 200% (or 30% to 200% for PSU awards granted prior to year 2020). If the performance targets are met at 100%, the 2021 PSU awards will vest at 5,375,626 units in the aggregate. No PSUs will vest for each Tranche Year if the Company does not achieve 80% of the Tranche Year’s Adjusted EBITDA and free cash flow targets.

November 3, 2021 modification. On November 3, 2021, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the PSUs for the awards granted in 2021 and 2020. The service condition modification included separating the vesting period subject to the participant’s continued employment through the end of the three-year cumulative period into three separate year service periods applicable to each tranche year. The Company accounted for the modification in accordance with ASC 718-20, Compensation-Stock Compensation, as a Type I modification (probable-to-probable) with no change to the fair value measurement of the awards.

2020 PSU Awards: During the year ended December 31, 2020, PSU awards of 2,872,594 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and free cash flow target conditions and service conditions, covering a performance period beginning January 1, 2020 and ending on December 31, 2022, prior to the service condition and performance condition modifications on November 3, 2021 and October 30, 2020, respectively.

2019 PSU Awards: During the year ended December 31, 2019, PSU awards of 1,460,334 were granted to certain members of management and executive officers, with three-year cumulative Adjusted EBITDA and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January 1, 2019 and ending on December 31, 2021, prior to the service condition and performance condition modifications on November 3, 2021 and October 30, 2020, respectively.

2018 PSU Awards: During the year ended December 31, 2018, PSU awards of 1,307,338 were granted to certain members of management and executive officers with three-year cumulative net profit, Adjusted EBITDA, and diluted earnings per share performance target conditions and service conditions, covering a performance period beginning January 1, 2018 and ending on December 31, 2020, prior to the performance condition modification on October 30, 2020.

October 30, 2020 modification. On October 30, 2020, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the PSUs for the awards granted in 2018, 2019, and 2020. The modification included separating the three-year cumulative performance targets into three separate year performance targets applicable to each tranche year. Due to the dramatic impact of the COVID-19 pandemic on the Company’s business, the Board of Directors waived attainment of the 2020 tranche year performance targets and established a vesting level for such PSUs at 90%. In addition, the service conditions were modified, and vesting is now subject to the participant’s continued employment through the end of the three-year cumulative period. The Company accounted for the modification in accordance with ASC 718-20, Compensation-Stock Compensation, as an

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exchange of the original award, that was not expected to vest, for a new award. The Company measured the fair value of the new award on the modification date, October 30, 2020, because the Company determined that achieving performance thresholds were probable for certain tranche awards.

●

Special Performance Stock Unit Executive Award Agreement: During the year ended December 31, ~~2015,~~2019, a PSU market condition award of 600,000 was granted to an executive officer of the Company ~~received a favorable~~that would vest based upon achieving target prices for the Company’s Common Stock. This award was subsequently cancelled and replaced with the PSU market condition award granted on February 26, 2020.

On February 26, 2020 and March 5, 2020, special performance stock unit awards (“SPSUs”), totaling 7,140,000 units were granted to certain executive officers that will vest based upon achieving target prices for the Company’s Class Common Stock. The SPSUs are eligible to vest in tranches contingent upon (i) the attainment of certain 20 trading day volume weighted average closing prices and (ii) fulfillment of the three-year service requirement from the date of grant. The vested SPSUs will be settled within 30 days of vesting. Any unvested SPSUs remaining after 10 years will be forfeited. If service is terminated prior to the three year anniversary from the date of grant, unvested SPSUs shall be forfeited. The target prices and vesting tranches are set forth in the table below:


Tranche	Target Stock Price	SPSUs Vesting
1	$12.00	1,190,006
2	$16.00	1,190,006
3	$20.00	1,190,006
4	$24.00	1,190,006
5	$28.00	1,189,988
6	$32.00	1,189,988

The Company used the Monte Carlo simulation model to estimate the fair value of the SPSUs. This model utilizes multiple input variables to estimate the probability that the market conditions will be achieved. The Company used the following assumptions in determining the fair value of the SPSUs:


		Assumptions
Expected stock price volatility		45.0%
Expected dividend yield		2.02% and 2.44%
Risk-free interest rate		1.33% and 0.92%
Grant-date stock price		$5.93 and $4.92

The expected stock price volatility was based on the historical volatility of the Company’s stock for a period equivalent to the derived service period. The expected dividend yield is based on annual expected dividend payments. The risk-free interest rate was based on the treasury yield rates as of the date of grant for a period equivalent to the performance measurement period. The fair value of each SPSU is amortized over the requisite or derived service period, which is up to 6.4 years. The SPSUs granted on February 26, 2020 and March 5, 2020 have a grant date fair value of approximately $12.2 million.

On October 30, 2020, based upon the recommendation of the Compensation Committee, the Board of Directors of the Company approved a modification to the SPSUs for the awards. Each SPSU award agreement was amended as follows:

●

The stock price thresholds (ranging from $12 to $24) and service requirement for tranches 1 through 4 of the SPSUs were eliminated and such SPSUs vested on October 30, 2020;

●

Participants shall be prohibited from selling the shares of Common Stock issued upon the foregoing vesting until October 30, 2021;

●

The stock price threshold for tranche 5 of the SPSUs was changed to $4 from $28 and the stock price threshold for tranche 6 of the SPSUs was changed to $8 from $32; and

●

The service requirement for tranches 5 and 6 was shortened to end on October 30, 2021.

As a result of the SPSU modification of market conditions, the incremental fair value amount assigned to the grant date fair value was approximately $7.3 million in accordance with ASC 718-20, Compensation-Stock Compensation. In January 2021, the market condition requirement for SPSUs was met as a result of

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exceeding the 20-day trailing volume weighted average stock price threshold target for tranche 5 and tranche 6 of $4 and $8, respectively. The stock-based compensation costs for SPSUs were recorded on a straight-line basis through October 30, 2021, which was the end of the service requirement period.

The following table represents the nonvested RSU and PSU activity for the years ended December 31, 2022, December 31, 2021 and December 31, 2020:


		Weighted
		Average
	Shares of RSU	Grant Date
	and PSU	Fair Value
Beginning balance at January 1, 2020	6,540,186	$	7.94
Granted	13,035,188		2.33
Vested	(4,944,750)		4.31
Forfeited	(2,040,244)		8.49
Cancelled (1)	(4,271,858)		3.61
Beginning balance at January 1, 2021 (2)	8,318,522	$	2.76
Granted	10,178,468		3.85
Vested	(1,297,720)		1.41
Forfeited	(433,546)		5.37
Cancelled (1)	(1,082,258)		1.41
Nonvested at January 1, 2022	15,683,466	$	3.96
Granted (3)	1,674,802		9.75
Vested	(5,636,324)		3.59
Forfeited	(716,872)		5.86
Cancelled (1)	(4,746,590)		3.59
Nonvested at December 31, 2022 (4)	6,258,482	$	5.91
Tranche Years 2023 and 2024 awarded under the 2022 PSU award and Tranche Year 2023 awarded under the 2021 PSU award with grant date fair values to be determined in years 2023 and 2024, respectively	2,523,692
Total Nonvested at December 31, 2022	8,782,174

(1)

Represents vested RSUs, PSUs, and SPSUs surrendered in lieu of taxes and cancelled awards returned to the 2013 Equity Incentive Plan.

(2)

Includes awards modified during 2020 where grant date fair value was not determined until 2021.

(3)

The number of PSU shares granted under the Tranche Year 2022 is based on attainment of performance targets at 0% for the Adjusted EBITDA target and 79% for the free cash flow target.

(4)

See Note 16—Subsequent Events for information regarding vesting modifications to the 2022 PSUs.

NOTE 10—INCOME TAXES

The Company evaluates its deferred tax assets each period to determine if a valuation allowance is required based on whether it is “more likely than not” that some portion of the deferred tax assets would not be realized. The ultimate realization of these deferred tax assets is dependent upon the generation of sufficient taxable income during future periods on a federal, state and foreign jurisdiction basis. The Company conducts its evaluation by considering all available positive and negative evidence, including historical operating results, forecasts of future profitability, the

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duration of statutory carryforward periods, and the outlooks for the U.S. motion picture and broader economy, among others. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2022 for each taxing jurisdiction. Such objective evidence limits the ability to consider other subjective evidence, such as the Company’s projections of future taxable income. For the year ended December 31, 2022, the Company remained in a cumulative loss over the past three-year period for the U.S. and international jurisdictions except for Finland.

The Company maintains a valuation allowance against U.S. deferred tax assets as well as international jurisdictions in which it operates, with the exception of Finland. During the first quarter of 2020, the severe impact of COVID-19 on operations in Germany and Spain caused the Company 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.

On July 31, 2020, the Company consummated previously announced private offers to exchange its Existing Subordinated Notes for newly issued Second Lien Notes due 2026. See Note 8—Corporate Borrowings and Finance Lease Liabilities for further information. For US tax purposes the Company was required to recognize CODI on the difference between the face value of debt exchanged and the fair market value of the new debt issued. The Company recognized $1.2 billion of CODI for tax purposes for the year ended December 31, 2020.

IRS §108 provides relief from recognizing CODI as current taxable income to the extent that the tax paying legal entity is insolvent as defined by the US Tax Code. The Company determined that the level of its insolvency at July 31, 2020 exceeded the indicated amount of CODI resulting from the debt exchange. To the extent that an entity is insolvent, rather than recognize current taxable income, the entity may reduce its tax attributes including net operating losses, capital losses, tax credits, depreciable assets, investment in subsidiaries and other investments in the amount of the excluded CODI. The Company determined that $1.2 billion of its federal net operating losses would be eliminated as a result of the tax attribute reduction.

The actual effective rate for the year ended December 31, 2022 was (0.3)%. The Company’s consolidated tax rate for the year ended December 31, 2022 differs from the U.S. statutory tax rate primarily due to the valuation allowances in U.S. and foreign jurisdictions, foreign tax rate differences, and federal and state tax credits, partially offset by permanent differences related to interest, compensation, and other discrete items. Additionally, the Company recorded an immaterial error correction resulting in a $152.5 million net increase in deferred tax assets which were fully reserved with a valuation allowance during the year ended December 31, 2022. The adjustment related to deferred tax assets associated with the cancellation of debt transactions which occurred during the period ended December 31, 2020. No tax impact was recorded on the $2,306.4 million goodwill impairment charge incurred during the year ended December 31, 2020, as the portion impaired was permanently non-deductible. At December 31, 2022 and December 31, 2021, the Company has recorded net deferred tax liabilities of $32.1 million and of $30.7 million, respectively.

The income tax provision (benefit) reflected in the consolidated statements of operations consists of the following components:


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Current:
Federal	$	—	$	—	$	0.1
Foreign		0.9		1.3		(0.1)
State		(0.1)		(3.9)		(4.1)
Total current		0.8		(2.6)		(4.1)
Deferred:
Federal		0.3		(3.8)		2.7
Foreign		0.7		(2.1)		57.6
State		0.7		(1.7)		3.7
Total deferred		1.7		(7.6)		64.0
Total provision (benefit)	$	2.5	$	(10.2)	$	59.9

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Pre-tax losses consisted of the following:


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Domestic	$	(685.8)	$	(1,029.5)	$	(3,036.4)
Foreign		(285.3)		(250.5)		(1,493.1)
Total	$	(971.1)	$	(1,280.0)	$	(4,529.5)

The difference between the effective tax rate on net loss from continuing operations before income taxes and the U.S. federal income tax statutory rate is as follows:


	Year Ended
(In millions)	December 31, 2022			December 31, 2021			December 31, 2020
Income tax expense (benefit) at the federal statutory rate	$	(203.9)		$	(268.8)		$	(951.2)
Effect of:
State income taxes		(30.9)			(46.9)			(89.5)
Increase in reserve for uncertain tax positions		—			(3.3)			(1.9)
Federal and state credits		(2.5)			(2.3)			(3.6)
Permanent items - goodwill impairment		—			—			456.3
Permanent items - other		5.2			(3.1)			13.2
Foreign rate differential		(11.0)			4.3			19.7
Original issue discount		(152.5)			—			—
Other		(14.2)			(5.0)			1.7
Impact of UK tax rate change		—			(34.3)			—
Valuation allowance		412.3			349.2			615.2
Income tax expense (benefit)	$	2.5		$	(10.2)		$	59.9
Effective income tax rate		(0.3)	%		0.8	%		(1.3)	%

The significant components of deferred income tax assets and liabilities as of December 31, 2022 and December 31, 2021 are as follows:


	December 31, 2022				December 31, 2021
	Deferred Income Tax				Deferred Income Tax
(In millions)	Assets		Liabilities		Assets		Liabilities
Tangible assets	$	—	$	(111.7)	$	—	$	(131.7)
Right-of-use assets		—		(935.3)		—		(1,023.4)
Accrued liabilities		13.6		—		17.1		—
Intangible assets		—		(113.9)		—		(111.9)
Receivables		18.2		—		7.8		—
Investments		45.9		—		51.8		—
Capital loss carryforwards		2.0		—		1.6		—
Pension and deferred compensation		18.3		—		23.3		—
Corporate borrowings		121.9		—		35.2		—
Disallowed interest		337.1		—		170.6		—
Deferred revenue		172.6		—		180.6		—
Lease liabilities		1,208.0		—		1,304.9		—
Finance lease obligations		0.4		—		1.2		—
Other credit carryovers		27.7		—		25.4		—
Net operating loss carryforwards		676.1		—		530.9		—
Total	$	2,641.8	$	(1,160.9)	$	2,350.4	$	(1,267.0)
Less: Valuation allowance		(1,513.0)		—		(1,114.1)		—
Net deferred income taxes	$	1,128.8	$	(1,160.9)	$	1,236.3	$	(1,267.0)

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A rollforward of the Company’s valuation allowance for deferred tax assets is as follows:


			Additions	Charged
	Balance at		Charged	(Credited)
	Beginning of		to	to Other	Balance at
(In millions)	Period		Expenses(1)	Accounts(2)	End of Period
Calendar Year 2022
Valuation allowance-deferred income tax assets	$	1,114.1	412.3	(13.4)	$	1,513.0
Calendar Year 2021
Valuation allowance-deferred income tax assets	$	764.9	349.2	—	$	1,114.1
Calendar Year 2020
Valuation allowance-deferred income tax assets	$	312.8	615.2	(163.1)	$	764.9

(1)

The 2022 valuation allowance primarily relates to the Company’s increase in the current year’s federal, state, ~~ruling that resulted in a reduction of uncertain tax positions~~international net operating losses and ~~as a result,~~ the ~~Company recorded a net discrete tax~~$152.5 million immaterial error correction, for which no benefit ~~of approximately $2.9 million. The $2.9 million consisted of $2.1 million net discrete benefit for reduction of uncertain tax positions and $0.8 million related~~has been recognized.

(2)

Primarily relates to ~~establishing a receivable for~~ amounts ~~previously paid. During the year ended December 31, 2015, the Company received a notice of proposed adjustment~~resulting from the ~~Internal Revenue Service based upon its ongoing review of the~~ Company’s tax return for the fiscal period ended March 29, 2012. As a result of this notification, the Company recorded a net discrete tax provision of $1.0 million for interest on the proposed adjustment ($0.6 million net of tax), reinstated approximately $9.2 million ofchanges in deferred tax assets and ~~recorded current interest and taxes payable of $10.2 million.~~

~~The total amount of net unrecognized tax benefits at December 31, 2017 and December 31, 2016~~associated valuation allowance that ~~would impact the effective tax rate, if recognized, would be $12.6 million and $9.3 million, respectively. There~~ are ~~currently, unrecognized tax benefits which the Company anticipates will be resolved in the next 12 months; however, the Company is unable at this time~~not related to ~~estimate what the impact on its unrecognized tax benefits will be.~~

~~The Company or one of its subsidiaries files~~ income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. An IRS examination of the tax year March 29, 2012 is currently ongoing. Generally, tax years beginning after March 28, 2002 are still openstatement activity as well as amounts charged to examination by various taxing authorities. Additionally, as discussed above, the Company has net operating loss (“NOL”) carryforwards for tax years ended December 31, 2000, through December 20, 2016, in the U.S. and various state jurisdictions which have carryforwards of varying lengths of time. These NOLs are subject to adjustment based on the statute of limitations applicable to the return in which they are utilized, not the year in which they are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its consolidated financial statements.

~~NOTE 10 – LEASES~~

The following table sets forth the future minimum rental payments, by calendar year, required under existing operating leases and digital projector equipment leases payable to DCIP that have initial or remaining non-cancelable terms in excess of one year as of December 31, 2017:

Minimum operating

(In millions)

lease payments

2018

$
748.6

2019

743.3

2020

711.6

2021

660.5

2022

600.5

Thereafter

3,532.2

Total minimum payments required

$
6,996.7

~~As of December 31, 2017, the Company has lease agreements for 32 theatres with 289 screens which are under construction or development and are expected to open from 2018 to 2020.~~

Included in other long-term liabilities as of December 31, 2017 and December 31, 2016 was $467.7 million and $325.2 million respectively, of deferred rent representing future minimum rental payments for leases with scheduled rent increases and landlord contributions, and $221.3 million and $216.6 million, respectively, for unfavorable lease liabilities.

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~~Rent expense is summarized as follows:~~

Year Ended

Year Ended

Year Ended

(In millions)

December 31, 2017

December 31, 2016

December 31, 2015

Minimum rentals

$
682.7

$
440.5

$
405.4

Common area expenses

97.4

51.0

48.0

Percentage rentals based on revenues

14.3

14.0

14.4

Rent

794.4

505.5

467.8

General and administrative and other

26.3

7.6

7.2

Total

$
820.7

$
513.1

$
475.0

~~NOTE 11 – EMPLOYEE BENEFIT PLANS~~

The Company sponsors frozen non-contributory qualified and non-qualified defined benefit pension plans generally covering all employees in the U.S. who, prior to the freeze, were age 21 or older and had completed at least 1,000 hours of service in their first year of employment, or in a calendar year ending thereafter, and who were not covered by a collective bargaining agreement. The Company sponsors frozen defined benefit pension plans in the U.K. that were acquired from Odeon on November 30, 2016. The Company sponsors a frozen defined benefit pension plan in Sweden that were acquired from Nordic on March 28, 2017. The Company also offered eligible retirees the opportunity to participate in a health plan. Certain employees were eligible for subsidized postretirement medical benefits. The eligibility for these benefits was based upon a participant’s age and service as of January 1, 2009. The Company also sponsors a postretirement deferred compensation plan.

On December 31, 2013, the Company’s Board of Directors approved revisions to the Company’s Postretirement Medical and Life Insurance Plan effective April 1, 2014 and the changes were communicated to the plan participants. As a result of these revisions, the Company recorded a prior service credit of approximately $15.2 million through other comprehensive ~~income to be amortized over nine years starting in 2014, based on expected future service of the remaining participants.~~income.

The Company has federal income tax net operating loss carryforwards of $1,712.5 million. Approximately $320.6 million will expire between 2023 and 2036 and will be limited annually due to certain change in ownership provisions of the Internal Revenue Code. Approximately $1,391.9 million can be used indefinitely. The Company’s foreign net operating losses of $878.5 million can be used indefinitely except for approximately $10.6 million, which will expire in various amounts between years 2023 and 2033. The Company also has state income tax loss carryforwards of $2,293.2 million. Approximately $1,651.7 million may be used over various periods ranging from 1 to 20 years. Approximately $641.5 million can be used indefinitely.

A reconciliation of the change in the amount of unrecognized tax benefits was as follows:


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Balance at beginning of period	$	8.3	$	33.5	$	31.0
Gross increases—current period tax positions		—		—		4.8
Gross decreases—prior period tax positions		—		(22.5)		(1.3)
Gross decreases—settlements with authorities		—		(2.2)		—
Gross decreases—expiration of statute of limitations		(0.9)		(0.5)		(1.0)
Balance at end of period	$	7.4	$	8.3	$	33.5

The Company recognizes income tax-related interest expense and penalties as income tax expense and general and administrative expense, respectively. No interest expense or penalties related to federal uncertain tax positions have been recognized for the years ended December 31, 2022, December 31, 2021, and December 31, 2020.

The Company analyzed and reviewed state uncertain tax positions to determine the necessity of accruing interest and penalties. For the year ended December 31, 2022, the Company recognized no interest expense or penalties. For the year ended December 31, 2021, the Company recognized $0.6 million of interest expense and $0.4 million of penalties. The Company has no accrued interest and penalties for state uncertain tax positions at December 31, 2022 and December 31, 2021.

The total amount of net unrecognized tax benefits at December 31, 2022 and December 31, 2021 that would impact the effective tax rate, if recognized, would be $0.2 million and $0.3 million, respectively. The Company believes that it is reasonably possible that none of its unrecognized tax positions related to state taxes will be recognized by the end of 2023 as a result of settlements or the expiration of statute of limitations.

The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. An IRS examination of the tax year March 29, 2012 was settled in 2021 resulting in additional federal and state net operating losses (“NOLs”). Generally, tax years beginning after December 31, 2002 are still open to examination by various taxing authorities. Additionally, as discussed above, the Company has NOL

On January 12, 2015, the Compensation Committee and the Board of Directors of Holdings, adopted resolutions to terminate the AMC Postretirement Medical Plan with an effective date of March 31, 2015. During the quarter ended March 31, 2015, the Company notified eligible associates that their retiree medical coverage under the plan will terminate after March 31, 2015. Payments to eligible associates were approximately $4.3 million during the year ended December 31, 2015. The Company recorded net periodic benefit credits of $18.1 million, including curtailment gains, settlement gains, amortization of unrecognized prior service credits, and amortization of actuarial gains recorded in accumulated other comprehensive income related to the termination and settlement of the plan during the year ended December 31, 2015.

~~The measurement dates used to determine pension and other postretirement benefits were December 31, 2017, December 31, 2016, and December 31, 2015.~~

~~Net periodic benefit cost for the plans consists of the following:~~

U.S. Pension Benefits

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Components of net periodic benefit cost:

Interest cost

$
4.2

$
4.3

$
4.3
Expected return on plan assets

(3.2)

(3.5)

(4.7)
Settlement (gain) loss

—

—

0.3
Net periodic benefit cost (credit)

$
1.0

$
0.8

$
(0.1)

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International Pension Benefits
and
Terminated U.S. Retiree Health Plan

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Components of net periodic benefit cost:

Service cost

$
0.4

$
—

$
—
Interest cost

3.0

0.2

—
Expected return on plan assets

(3.5)

(0.3)

—
Amortization of net (gain) loss

0.1

—

(2.8)
Amortization of prior service credit

—

—

(2.9)
Curtailment gain

—

—

(11.8)
Settlement (gain) loss

(0.4)

—

(0.6)
Net periodic benefit cost (credit)

$
(0.4)

$
(0.1)

$
(18.1)

~~The following table summarizes the changes in other comprehensive income (loss):~~

U.S. Pension Benefits

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Net (gain) loss

$
5.4

$
0.6

$
(0.4)
Settlement

—

—

(0.3)
Allocated tax expense (benefit)

—

—

0.3
Total recognized in other comprehensive (income) loss

$
5.4

$
0.6

$
(0.4)
Net periodic benefit cost (credit)

1.0

0.8

(0.1)
Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss

$
6.4

$
1.4

$
(0.5)

International Pension Benefits and Terminated U.S. Retiree Health Plan

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Net (gain) loss

$
(2.8)

$
(0.1)

$
0.1
Prior service credit

—

—

(1.2)
Amortization of net gain

—

—

2.8
Amortization of prior service credit

—

—

2.9
Curtailment

—

—

11.8
Settlement

—

—

0.6
Allocated tax expense (benefit)

0.4

—

(6.6)
Total recognized in other comprehensive (income) loss

$
(2.4)

$
(0.1)

$
10.4
Net periodic benefit cost (credit)

(0.4)

(0.1)

(18.1)
Total recognized in net periodic benefit cost (credit) and other comprehensive (income) loss

$
(2.8)

$
(0.2)

$
(7.7)

~~The following tables set forth the plan’s change in benefit obligations and plan assets and the accrued liability for benefit costs included in the Consolidated Balance Sheets:~~

U.S. Pension Benefits

Year Ended
(In millions)

December 31, 2017

December 31, 2016
Change in benefit obligation:

Benefit obligation at beginning of period

$
109.0

$
107.0
Interest cost

4.2

4.3
Actuarial (gain) loss

12.0

2.1
Benefits paid

(6.1)

(4.2)
Administrative expenses

—

(0.2)
Benefit obligation at end of period

$
119.1

$
109.0

~~130~~

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International Pension Benefits and Terminated U.S. Retiree Health Plan

Year Ended
(In millions)

December 31, 2017

December 31, 2016(1)
Change in benefit obligation:

Benefit obligation at beginning of period

$
93.3

$
—
Acquisition

11.7

90.9
Service cost

0.4

—
Interest cost

3.0

0.2
Plan participants’ contributions

—

—
Actuarial (gain) loss

1.1

3.5
Plan amendment

—

—
Benefits paid

(3.2)

(0.2)
Administrative expenses

—

—
Settlement paid

(6.0)

—
Currency translation adjustment

9.8

(1.1)
Benefit obligation at end of period

$
110.1

$
93.3

~~(1)~~

Activity for calendar 2016 reflects activity only for the International Pension Benefits assumed from Odeon in November 2016. Activity for calendar 2017 reflects activity for the International Pension Benefits assumed from Odeon in November 2016 and Nordic assumed in March 2017.

U.S. Pension Benefits

Year Ended
(In millions)

December 31, 2017

December 31, 2016
Change in plan assets:

Fair value of plan assets at beginning of period

$
65.3

$
64.6
Actual return on plan assets gain

9.9

5.0
Employer contribution

2.7

0.2
Benefits paid

(6.1)

(4.2)
Administrative expense

(1.6)

(0.2)
Settlement paid

—

(0.1)
Fair value of plan assets at end of period

$
70.2

$
65.3
Net liability for benefit cost:

Funded status

$
(47.2)

$
(43.6)

International Pension Benefits and Terminated U.S. Retiree Health Plan

Year Ended
(In millions)

December 31, 2017

December 31, 2016
Change in plan assets:

Fair value of plan assets at beginning of period

$
111.1

$
—
Acquisition

—

108.9
Actual return on plan assets gain

7.6

3.8
Employer contribution

1.1

—
Benefits paid

(3.2)

(0.2)
Settlement paid

(6.0)

—
Currency translation adjustment

10.5

(1.4)
Fair value of plan assets at end of period

$
121.1

$
111.1
Net asset for benefit cost:

Funded status

$
11.1

$
17.8

~~131~~

141

~~Table of Contents~~

U.S. Pension Benefits

International Pension Benefits and Terminated U.S. Retiree Health Plan

(In millions)

December 31, 2017

December 31, 2016

December 31, 2017

December 31, 2016

Amounts recognized in the Balance Sheet:

Other long-term assets

$
—

$
—

$
26.9

$
18.9

Accrued expenses and other liabilities

(0.3)

(0.2)

—

—

Other long-term liabilities

(46.9)

(43.3)

(15.8)

(1.1)

Net asset (liability) recognized

$
(47.2)

$
(43.5)

$
11.1

$
17.8

Aggregate accumulated benefit obligation

$
—

$
(0.1)

$
—

$
(0.1)

~~The following table summarizes pension plans with accumulated benefit obligations and projected benefit obligations in excess of plan assets:~~

U.S. Pension Benefits

International Pension Benefits and Terminated U.S. Retiree Health Plan
(In millions)

December 31, 2017

December 31, 2016

December 31, 2017

December 31, 2016
Aggregated accumulated benefit obligation

$
(117.4)

$
(108.8)

$
(107.4)

$
(93.3)
Aggregated projected benefit obligation

(117.4)

(108.8)

(109.9)

(93.3)
Aggregated fair value of plan assets

70.2

65.3

121.1

111.1

~~Amounts recognized in accumulated other comprehensive income consist of the following:~~

~~Amounts in accumulated other comprehensive income expected to be recognized in components of net periodic pension cost during the calendar year 2018 are as follows:~~

U.S. Pension

(In millions)

Benefits

Net actuarial loss

$
0.8

International

Pension
(In millions)

Benefits
Net actuarial loss

$
0.1

~~Actuarial Assumptions~~

~~The weighted-average assumptions used to determine benefit obligations are as follows:~~

U.S. Pension Benefits

International Pension Benefits and Terminated U.S. Retiree Health Plan

December 31, 2017

December 31, 2016

December 31, 2017

December 31, 2016

Discount rate

3.42%

3.92%

2.58%

2.70%

Rate of compensation increase

N/A

N/A

2.14%

3.20%

~~132~~

~~Table of Contents~~

~~The weighted-average assumptions used to determine net periodic benefit cost are as follows:~~

U.S. Pension Benefits

International Pension Benefits and Terminated U.S. Retiree Health Plan

Year Ended

Year Ended


December 31, 2017

December 31, 2016

December 31, 2015

December 31, 2017

December 31, 2016

December 31, 2015

Discount rate

3.92%

4.10%

3.80%

2.70%

2.90%

3.37%

Weighted average expected long-term return on plan assets

7.00%

7.06%

7.81%

2.85%

3.09%

N/A

Rate of compensation increase

N/A

N/A

N/A

2.14%

3.20%

N/A

In developing the expected long-term rate of return on plan assets at each measurement date, the Company considers the plan assets’ historical returns, asset allocations, and the anticipated future economic environment and long-term performance of the asset classes. While appropriate consideration is given to recent and historical investment performance, the assumption represents management’s best estimate of the long-term prospective return.

~~Cash Flows~~

~~The Company expects to contribute $4.2 million and $0.0 million to the U.S. and International pension plans, respectfully during the calendar year 2018.~~

The following table provides the benefits expected to be paid (inclusive of benefits attributable to estimated future employee service) in each of the next five years, and in the aggregate for the five years thereafter:

(In millions)

U.S. Pension Benefits

International Pension Benefits and Terminated U.S. Retiree Health Plan
2018

$
4.5

$
3.0
2019

4.5

3.0
2020

4.0

3.1
2021

4.7

3.2
2022

6.7

3.3
Years 2023 - 2027

33.2

17.7

~~Pension Plan Assets~~

The Company’s investment objectives for its U.S. defined benefit pension plan investments are: (1) to preserve the value of its principal; (2) to maximize a real long-term return with respect to the plan assets consistent with minimizing risk; (3) to achieve and maintain adequate asset coverage for accrued benefits under the plan; and (4) to maintain sufficient liquidity for payment of the plan obligations and expenses. The Company uses a diversified allocation of equity, debt, commodity and real estate exposures that are customized to the plan’s cash flow benefit needs. The target allocations for U.S. plan assets are as follows:



		~~U.S. Target~~
~~Asset Category~~		~~Allocation~~
~~Fixed(1)~~		~~15%~~
~~Equity Securities—U.S.~~		~~30%~~
~~Equity Securities—International~~		~~15%~~
~~Collective trust fund~~		~~25%~~
~~Private Real Estate~~		~~15%~~
		~~100%~~

~~(1)~~

~~Includes U.S. Treasury Securities and Bond market fund.~~

~~The international pension benefit plans do not have an established asset target allocation for 2017.~~

~~133~~

~~Table of Contents~~

~~Valuation Techniques.~~ The fair values classified within Level 1 of the valuation hierarchy were determined using quoted market prices from actively traded markets. The fair values classified within Level 2 of the valuation hierarchy included pooled separate accounts and collective trust funds, which valuations were based on market prices for the underlying instruments that were observable in the market or could be derived by observable market data from independent external valuation information.

~~The fair value of the U.S. pension plan assets at December 31, 2017, by asset class is as follows:~~

Fair Value Measurements at December 31, 2017 Using


Total Carrying

Quoted prices in

Significant other

Significant

Value at

active market

observable inputs

unobservable inputs
(In millions)

December 31, 2017

(Level 1)

(Level 2)

(Level 3)
Cash and cash equivalents

$
0.1

$
0.1

$
—

$
—
Equity securities:

U.S. companies

1.8

1.8

—

—
International companies

1.3

1.3

—

—
Bond market fund

1.4

1.4

—

—
Private real estate

9.7

—

9.7

—
Investments at net asset value(1)

55.9

—

—

—
Total assets at fair value

$
70.2

$
4.6

$
9.7

$
—

Table of Contents

~~(1)~~

~~Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.~~

~~The fair value of the International Pension Benefits and Terminated U.S. Retiree Health Plan assets at December 31, 2017, by asset class is as follows:~~

Fair Value Measurements at December 31, 2017 Using

Total Carrying






Value at

Quoted prices in

Significant other

Significant

December 31,

active market

observable inputs

unobservable inputs
(In millions)

2017

(Level 1)

(Level 2)

(Level 3)
Cash and cash equivalents

$
0.5

$
0.5

$
—

$
—
Bond market fund

83.4

—

83.4

—
Private real estate

6.4

—

6.4

—
Investments at net asset value(1)

30.8

—

—

—
Total assets at fair value

$
121.1

$
0.5

$
89.8

$
—

carryforwards for tax years ended December 31, 2003 through December 31, 2022, in the U.S. and various state jurisdictions which have carryforwards of varying lengths of time. These NOLs are subject to adjustment based on the statute of limitations applicable to the return in which they are utilized, not the year in which they are generated. Various state, local and foreign income tax returns are also under examination by taxing authorities. The Company does not believe that the outcome of any examination will have a material impact on its consolidated financial statements.

Utilization of the Company’s 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. Management believes the Company’s ability to utilize these tax attributes has not been significantly limited by this event.

NOTE 11—COMMITMENTS AND CONTINGENCIES

The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters discussed below, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

On January 12, 2018 and January 19, 2018, two putative federal securities class actions, captioned Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al., Case No. 1:18-cv-00299-AJN (the “Hawaii Action”), and Nichols v. AMC Entertainment Holdings, Inc., et al., Case No. 1:18-cv-00510-AJN (the “Nichols Action,” and together with the Hawaii Action, the “Actions”), respectively, were filed against the Company in the U.S. District Court for the Southern District of New York. The Actions, which named certain of the Company’s officers and directors and, in the case of the Hawaii Action, the underwriters of the Company’s February 8, 2017 secondary public offering, as defendants, asserted claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to alleged material misstatements and omissions in the registration statement for the secondary public offering and in certain other public disclosures. On May 30, 2018, the court consolidated the Actions. On January 22, 2019, defendants moved to dismiss the Second Amended Class Action Complaint. On September 23, 2019, the court granted the motion to dismiss in part and denied it in part. On March 2, 2020, plaintiffs moved to certify the purported class. On March 30, 2021, the court granted the motion to certify the class. On September 2, 2021, the parties reached an agreement in principle to resolve the Actions for $18.0 million. The Company agreed to the settlement and the payment of the settlement amount to eliminate the distraction, burden, expense, and uncertainty of further litigation. The Company and the other defendants continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Actions. On November 1, 2021, the parties to the Actions signed a stipulation of settlement, which memorialized the terms of the agreement in principle, and which the plaintiffs filed with the court. Also on November 1, 2021, plaintiffs filed a motion to preliminarily approve the settlement. On November 8, 2021, the court preliminarily approved the settlement, approved the form of notice to be disseminated to class members, and scheduled a final fairness hearing on the settlement for February 10, 2022. On February 14, 2022, the court issued a final judgment approving the settlement and dismissing the action.

On May 21, 2018, a stockholder derivative complaint, captioned Gantulga v. Aron, et al., Case No. 2:18-cv-02262-JAR-TJJ (the “Gantulga Action”), was filed against certain of the Company’s officers and directors in the U.S. District Court for the District of Kansas. The Gantulga Action, which was filed on behalf of the Company, asserts claims under Section 14(a) of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions. On October 12, 2018, the parties filed a joint motion to transfer the action to the U.S. District Court for the Southern District of New York, which the court granted on October 15, 2018. When the action was transferred to the Southern District of New York, it was re-captioned Gantulga v. Aron, et al., Case No. 1:18-cv-10007-

~~(1)~~

~~Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.~~

~~134~~

~~Table of Contents~~

~~The fair value of the U.S. pension plan assets at December 31, 2016, by asset class is as follows:~~

Fair Value Measurements at December 31, 2016 Using

Total Carrying






Value at

Quoted prices in

Significant other

Significant

December 31,

active market

observable inputs

unobservable inputs
(In millions)

2016

(Level 1)

(Level 2)

(Level 3)
Cash and cash equivalents

$
0.3

$
0.3

$
—

$
—
Equity securities:

U.S. companies

1.8

1.8

—

—
International companies

1.3

1.3

—

—
Bond market fund

1.3

1.3

—

—
Private real estate

9.2

—

9.2

—
Investments at net asset value(1)

51.4

—

—

—
Total assets at fair value

$
65.3

$
4.7

$
9.2

$
—

~~(1)~~

~~Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.~~

142

~~The fair value of the International Pension Benefits and Terminated U.S. Retiree Health Plan assets at December 31, 2016, by asset class is as follows:~~

Fair Value Measurements at December 31, 2016 Using

Total Carrying






Value at

Quoted prices in

Significant other

Significant

December 31,

active market

observable inputs

unobservable inputs
(In millions)

2016

(Level 1)

(Level 2)

(Level 3)
Cash and cash equivalents

$
0.1

$
0.1

$
—

$
—
Bond market fund

77.6

—

77.6

—
Private real estate

5.4

—

5.4

—
Investments at net asset value(1)

28.0

—

—

—
Total assets at fair value

$
111.1

$
0.1

$
83.0

$
—

Table of Contents

AJN. The parties filed a joint stipulation to stay the action, which the court granted on December 17, 2018. The stay was lifted as of February 9, 2022.

On October 2, 2019, a stockholder derivative complaint, captioned Kenna v. Aron, et al., Case No. 1:19-cv-09148-AJN (the “Kenna Action”), was filed in the U.S. District Court for the Southern District of New York. The parties filed a joint stipulation to stay the action, which the court granted on October 17, 2019. On April 20, 2020, the plaintiff filed an amended complaint. The Kenna Action asserts claims under Sections 10(b), 14(a), and 21D of the Exchange Act and for breaches of fiduciary duty and unjust enrichment based on allegations substantially similar to the Actions and the Gantulga Action. The stay was lifted as of February 9, 2022.

On March 20, 2020, a stockholder derivative complaint, captioned Manuel v. Aron, et al., Case No. 1:20-cv-02456-AJN (the “Manuel Action”), was filed in the U.S. District Court for the Southern District of New York. The Manuel Action asserts claims under Sections 10(b), 21D, and 29(b) of the Exchange Act and for breaches of fiduciary duty based on allegations substantially similar to the Actions, the Gantulga Action, and the Kenna Action. The parties filed a joint stipulation to stay the action, which the court granted on May 18, 2020.

On April 7, 2020, a stockholder derivative complaint, captioned Dinkevich v. Aron, et al., Case No. 1:20-cv-02870-AJN (the “Dinkevich Action”), was filed in the U.S. District Court for the Southern District of New York. The Dinkevich Action asserts the same claims as the Manuel Action based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, and the Manuel Action. The parties filed a joint stipulation to stay the action, which was granted on June 25, 2020. On January 11, 2022, the court lifted the stay.

On September 23, 2021, a stockholder derivative complaint, captioned Lyon v. Aron, et al., Case No. 1:21-cv-07940-AJN (the “Lyon Action”), was filed in the U.S. District Court for the Southern District of New York against certain of the Company’s current and former officers and directors. The Lyon Action asserts claims for contribution and indemnification under the Exchange Act and for breaches of fiduciary duty, waste of corporate assets, and unjust enrichment/constructive trust based on allegations substantially similar to the Actions, the Gantulga Action, the Kenna Action, the Manuel Action, and the Dinkevich Action. On January 14, 2022, defendants moved to dismiss the complaint.

On December 31, 2019, the Company received a stockholder litigation demand, requesting that the Board investigate the allegations in the Actions and pursue claims on the Company’s behalf based on those allegations. On May 5, 2020, the Board determined not to pursue the claims sought in the demand at this time.

On July 15, 2020, the Company received a second stockholder litigation demand requesting substantially the same action as the stockholder demand it received on December 31, 2019. On September 23, 2020, the Board determined not to pursue the claims sought in the demand at this time.

On April 22, 2019, a putative stockholder class and derivative complaint, captioned Lao v. Dalian Wanda Group Co., Ltd., et al., C.A. No. 2019-0303-JRS (the “Lao Action”), was filed against certain of the Company’s directors, Wanda, two of Wanda’s affiliates, Silver Lake, and one of Silver Lake’s affiliates in the Delaware Court of Chancery. The Lao Action asserts claims directly, on behalf of a putative class of Company stockholders, and derivatively, on behalf of the Company, for breaches of fiduciary duty and aiding and abetting breaches of fiduciary duty with respect to transactions that the Company entered into with affiliates of Wanda and Silver Lake on September 14, 2018, and the special cash dividend of $1.55 per share of Common Stock that was payable on September 28, 2018 to the Company’s stockholders of record as of September 25, 2018. On July 18, 2019, the Company’s Board of Directors formed a Special Litigation Committee to investigate and evaluate the claims and allegations asserted in the Lao Action and make a determination as to how the Company should proceed with respect to the Lao Action. On January 8, 2021, the Special Litigation Committee filed a report with the court recommending that the court dismiss all of the claims asserted in the Lao Action, and moved to dismiss all of the claims in the Lao Action. On June 6, 2022, the parties signed a stipulation of settlement to resolve the Lao Action for $17,375,000 (the “Settlement Amount”). Defendants agreed to the settlement and the payment of the Settlement Amount solely to eliminate the burden, expense, and uncertainty of further litigation, and continue to expressly deny any liability or wrongdoing with respect to the matters alleged in the Lao Action. On September 28, 2022, the court held a hearing to consider whether to approve the proposed settlement. At the hearing, the court requested a supplemental notice to stockholders prior to approval. A second hearing regarding approval of the settlement was held on November 30, 2022. Following the hearing, also on November 30, 2022, the court issued an order and final judgment approving the settlement and dismissing the action. The order and final judgment included a fee and expense award to Plaintiff’s counsel in the amount of $3,450,000 to be paid out of the

143

Table of Contents

Settlement Amount. The remainder of the Settlement Amount was paid to the Company on January 6, 2023. See Note 16—Subsequent Events for further information.

On December 27, 2022, the Company received a letter from a purported stockholder, demanding to inspect certain of the Company’s books and records pursuant to 8 Del. C. § 220 in order to investigate allegations concerning: (i) the proposal that was approved by the Board on January 27, 2021 to amend the Company’s Certificate of Incorporation to increase the total number of shares of the Company’s Common Stock; (ii) the Company’s creation, distribution, and/or sale of AMC Preferred Equity Units (“APEs”); (iii) the transactions between the Company and Antara Capital, LP that the Company announced on December 22, 2022 (the “Antara Transactions”); (iv) the special meeting of the holders of the Company’s Common Stock and APEs to be held on March 14, 2023 for the purpose of voting on amendments to the Company’s Certificate of Incorporation that, together and if approved, will enable the APEs to convert into shares of the Company’s Common Stock: and (v) the independence of the members of the Board (the “December 27, 2022 Demand”). On January 4, 2023, the Company rejected the December 27, 2022 Demand. On February 7, 2023, without conceding the propriety of the December 27, 2022 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the December 27, 2022 Demand to inspect certain of the Company’s books and records concerning the subject matter of December 27, 2022 Demand.

On February 6, 2023, the Company received a letter from another purported stockholder, demanding to inspect certain of the Company’s books and records pursuant to 8 Del. C. § 220 in order to investigate allegations similar to those made in the December 27, 2022 Demand (the “February 6, 2023 Demand” and, together with the December 27, 2022 Demand, the “Books and Records Demands”). On February 13, 2023, the Company rejected the February 6, 2023 Demand. Also, on February 13, 2023, without conceding the propriety of the February 6, 2023 Demand in any respect and while reserving all rights, the Company, in an effort to avoid unnecessary litigation, allowed the stockholder who made the February 6, 2023 Demand to inspect the same books and records that it allowed the stockholder who made the December 27, 2022 Demand to inspect.

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”). The Allegheny Action asserts a claim for breach of fiduciary duty against certain of the Company’s directors and a claim for breach of 8 Del. C. § 242(b) against those directors and the Company, arising out of the Company’s creation of the APEs, the Antara Transactions, and the Charter Amendment Proposals. The Munoz Action, which was filed by the stockholders who made the Books and Records Demands, asserts a claim for breach of fiduciary duty against the Company’s current directors and former director Lee Wittlinger, arising out of the same conduct challenged in the Allegheny Action. The Allegheny Action seeks a declaration that the issuance of the APEs violated 8 Del. C. § 242(b), an order that holders of the Company’s Common Stock be provided with a separate vote from the holders of the APEs on the Charter Amendment Proposals or that the APEs be enjoined from voting on the Charter Amendment Proposals, and an award of money damages. The Munoz Action seeks to enjoin the APEs from being voted on the Charter Amendment Proposals.

On February 27, 2023, the Delaware Court of Chancery entered a status quo order that (i) will allow the March 14, 2023 vote on the Charter Amendment Proposals to proceed, but precludes the Company from implementing the Charter Amendment Proposals pending a ruling by the court on the plaintiffs’ to-be-filed preliminary injunction motion, and (ii) scheduled a hearing on the plaintiffs’ to-be-filed preliminary injunction motion for April 27, 2023.

NOTE 12—FAIR VALUE MEASUREMENTS

144

Table of Contents

used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:

~~(1)~~

~~Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.~~

~~Defined Contribution Plan~~

The Company sponsors a voluntary 401(k) savings plan covering certain U.S. employees age 21 or older and who are not covered by a collective bargaining agreement. Under the Company’s 401(k) Savings Plan, the Company matches 100% of each eligible employee’s elective contributions up to 3% and 50% of contributions up to 5% of the employee’s eligible compensation. The Company’s expense under the 401(k) savings plan was $4.4 million, $3.5 million, and $3.4 million for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively.

~~NOTE 12 – COMMITMENTS AND CONTINGENCIES~~

The Company, in the normal course of business, is a party to various ordinary course claims from vendors (including food and beverage suppliers and film distributors), landlords, competitors, and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential liability related to these actions is assessed and the estimates are revised, if necessary. Management believes that the ultimate outcome of such matters, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation and claims are subject to inherent uncertainties and unfavorable outcomes can occur. An unfavorable outcome might include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the results of operations in the period in which the outcome occurs or in future periods.

~~135~~

~~Table of Contents~~

~~Two putative federal securities class actions are pending against the Company in the U.S. District Court for the Southern District of New York. The first action, captioned~~ ~~Hawaii Structural Ironworkers Pension Trust Fund v. AMC Entertainment Holdings, Inc., et al.~~, Case No. 1:18-cv-00299-AJN, was filed on January 12, 2018 and asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company, certain of its officers and directors, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., and Credit Suisse Securities (USA) LLC, the underwriters for the Company’s February 8, 2017 secondary public offering. The ~~Hawaii~~ action alleges, among other things, that the registration statement and prospectus for the secondary public offering and certain other public disclosures contained material misstatements and omissions. The second action, ~~Nichols v. AMC Entertainment Holdings, Inc., et al.~~, Case No. 1:18-cv-00510-AJN, was filed on January 19, 2018 and asserts claims under Sections 11 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company and certain of its officers and directors. The ~~Nichols~~ action similarly alleges, among other things, that the registration statement and prospectus for the secondary public offering and certain other public disclosures contained material misstatements and omissions. The defendants have not yet responded to the complaint in either action. The Company intends to vigorously defend all claims asserted. Given the early stage of the actions, a loss is not probable or reasonably estimable at this time.

On May 28, 2015, the Company received a Civil Investigative Demand (“CID”) from the Antitrust Division of the United States Department of Justice in connection with an investigation under Sections 1 and 2 of the Sherman Antitrust Act. Beginning in May 2015, the Company also received CIDs from the Attorneys General for the States of Ohio, Texas, Washington, Florida, New York, Kansas, and from the District of Columbia, regarding similar inquiries under those states’ antitrust laws. The CIDs request the production of documents and answers to interrogatories concerning potentially anticompetitive conduct, including film clearances and participation in certain joint ventures. The Company may receive additional CIDs from antitrust authorities in other jurisdictions in which it operates. The Company does not believe it has violated federal or state antitrust laws and is cooperating with the relevant governmental authorities. However, the Company cannot predict the ultimate scope, duration or outcome of these investigations.

~~NOTE 13 – THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS~~

The Company has provided reserves for estimated losses from theatres and screens which have been permanently closed and vacant space with no right to future use. As of December 31, 2017, the Company reserved $27.5 million for lease terminations which have either not been consummated or paid, related primarily to nine theatres and certain vacant restaurant space. The Company is obligated under long-term lease commitments with remaining terms of up to 10 years for theatres which have been closed. As of December 31, 2017, base rents aggregated approximately $9.2 million annually and $28.6 million over the remaining terms of the leases.

~~A rollforward of reserves for theatre and other closure is as follows:~~

Year Ended

Year Ended

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Beginning balance

$
34.6

$
43.0

$
52.8
Theatre and other closure expense

3.0

5.2

5.0
Transfer of assets and liabilities

1.2

—

—
Foreign currency translation adjustment

1.0

(1.4)

(2.4)
Cash payments

(12.3)

(12.2)

(12.4)
Ending balance

$
27.5

$
34.6

$
43.0

The Company recognized theatre and other closure expense of $3.0 million, $5.2 million, and $5.0 million, during the years ended December 31, 2017, December 31, 2016, and December 31, 2015, respectively. Theatre and other closure expense included the accretion on previously closed properties with remaining lease obligations.

In the accompanying Consolidated Balance Sheets, the current portion of the theatre and other closure ending balance was included with accrued expenses and other liabilities and the long-term portion of the theatre and other closure ending balance was included with other long-term liabilities. See Note 6 – Supplemental Balance Sheet Information for further information.

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~~Table of Contents~~

Theatre and other closure reserves for leases that have not been terminated were recorded at the present value of the future contractual commitments for the base rents, taxes and maintenance. As of December 31, 2017, the future lease obligations are discounted at annual rates ranging from 6.0% to 9.0%.

~~NOTE 14 – FAIR VALUE MEASUREMENTS~~

Fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts business. The inputs used to develop these fair value measurements are established in a hierarchy, which ranks the quality and reliability of the information used to determine the fair values. The fair value classification is based on levels of inputs. Assets and liabilities that are carried at fair value are classified and disclosed in one of the following categories:

Level 1:	Quoted market prices in active markets for identical assets or liabilities.
Level 2:	Observable inputs that are corroborated by market data.
Level 3:	Unobservable inputs that are not corroborated by market data.
~~Level 3:~~	~~Unobservable inputs that are not corroborated by market data.~~

~~Recurring Fair Value Measurements.~~ ~~The following table summarizes~~

Recurring Fair Value Measurements. The following tables summarize the fair value hierarchy of the Company’s financial assets carried at fair value on a recurring basis:


			Fair Value Measurements at December 31, 2022 Using
							Significant
	Total Carrying		Quoted prices in		Significant other		unobservable
	Value at		active market		observable inputs		inputs
(In millions)	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Other long-term assets:
Investment in Hycroft Mining Holding Corporation warrants	$	9.2	$	—	$	—	$	9.2
Marketable equity securities:
Investment in Hycroft Mining Holding Corporation		12.5		12.5		—		—
Total assets at fair value	$	21.7	$	12.5	$	—	$	9.2


			Fair Value Measurements at December 31, 2021 Using
							Significant
	Total Carrying		Quoted prices in		Significant other		unobservable
	Value at		active market		observable inputs		inputs
(In millions)	December 31, 2021		(Level 1)		(Level 2)		(Level 3)
Other long-term assets:
Money market mutual funds	$	0.5	$	0.5	$	—	$	—
Investments measured at net asset value(1)		12.4		—		—		—
Total assets at fair value	$	12.9	$	0.5	$	—	$	—

(1)

The investments relate to non-qualified deferred compensation arrangements on behalf of certain members of management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation. The plan was terminated on May 3, 2021 and liquidated in 2022.

Valuation Techniques. The Company’s money market mutual funds are invested in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity method investment in Hycroft was measured at fair value using Hycroft’s stock price at the date of measurement.

To estimate the fair value of the Company’s investment in Hycroft warrants, the Company valued the warrants using the Black Scholes pricing model. Such judgments and estimates included estimates of volatility of 123.3% and discount rate of 4.1%. The discount rate is based on the treasury yield that matches the term as of the measurement date. Other inputs included the term of 4.2 years, exercise price of $1.068 and Hycroft’s stock price at the date of measurement. There is considerable management judgment with respect to the inputs used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy. See Note 6—Investments for further information regarding the investments in Hycroft.

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Nonrecurring Fair Value Measurements. The following fair value hierarchy tables summarize the Company’s assets that were written down to their fair value on a nonrecurring basis as part of our impairment evaluation:


			Fair Value Measurements at December 31, 2022 Using
					Significant other		Significant
	Total Carrying		Quoted prices in		observable		unobservable
	Value at		active market		inputs		inputs		Total Impairment
(In millions)	December 31, 2022		(Level 1)		(Level 2)		(Level 3)		Losses
Property, net:
Property net	$	57.3	$	—	$	—	$	57.3	$	27.8
Operating lease right-of-use assets
Operating lease right-of-use assets		138.4		—		—		138.4		105.3
Total	$	195.7	$	—	$	—	$	195.7	$	133.1


			Fair Value Measurements at December 31, 2021 Using
					Significant other		Significant
	Total Carrying		Quoted prices in		observable		unobservable
	Value at		active market		inputs		inputs		Total Impairment
(In millions)	December 31, 2021		(Level 1)		(Level 2)		(Level 3)		Losses
Property, net:
Property net	$	22.8	$	—	$	—	$	22.8	$	21.8
Operating lease right-of-use assets, net
Operating lease right-of-use assets, et		99.2		—		—		99.2		53.4
Other long-term assets
Property owned, net		2.0		—		—		2.0		2.0
Total	$	124.0	$	—	$	—	$	124.0	$	77.2

Valuation Techniques. There is considerable management judgment with respect to cash flow estimates and appropriate discount rates to be used in determining fair value, and, accordingly, actual results could vary significantly from such estimates, which fall under Level 3 within the fair value measurement hierarchy. Such judgments and estimates include estimates of future attendance, revenues, cash flows, rent relief, cost savings, capital expenditures, and the cost of capital, among others. 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.

Other Fair Value Measurement Disclosures. The following tables summarize the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:


			Fair Value Measurements at December 31, 2022 Using
					Significant other		Significant
	Total Carrying		Quoted prices in		observable		unobservable
	Value at		active market		inputs		inputs
(In millions)	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Current maturities of corporate borrowings	$	20.0	$	—	$	10.8	$	—
Corporate borrowings		5,120.8		—		2,516.2		—


			Fair Value Measurements at December 31, 2021 Using
					Significant other		Significant
	Total Carrying		Quoted prices in		observable		unobservable
	Value at		active market		inputs		inputs
(In millions)	December 31, 2021		(Level 1)		(Level 2)		(Level 3)
Current maturities of corporate borrowings	$	20.0	$	—	$	18.1	$	—
Corporate borrowings		5,408.0		—		4,263.5		681.4

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Table of Contents

Valuation Technique. Quoted market prices and observable market based inputs were used to estimate fair value for Level 2 inputs. The Level 3 fair value measurement represents the transaction price of the corporate borrowings under estimated market conditions. The Company valued these notes at principal value less an estimated discount reflecting a market yield to maturity. See Note 8—Corporate Borrowings and Finance Lease Liabilities for further information.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.

NOTE 13—OPERATING SEGMENTS

The Company reports information about operating segments in accordance with ASC 280-10, Segment Reporting, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. The Company has identified two reportable segments and reporting units for its theatrical exhibition operations, U.S. markets and International markets. The International markets reportable segment has operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Portugal, Sweden, Finland, Norway, Denmark, and Saudi Arabia. The Company divested of its interest in Estonia, Latvia, and Lithuania operations, see Note 1—The Company and Significant Accounting Policies for further information on the Baltics theatre sale. On January 24, 2023 the Company sold its interest in Saudi Arabia, see Note 16—Subsequent events for additional information. Each segment’s revenue is derived from admissions, food and beverage sales and other ancillary revenues, primarily screen advertising, AMC Stubs^® membership fees and other loyalty programs, ticket sales, gift card income and exchange ticket income. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, as defined in the reconciliation table below. The Company does not report asset information by segment because that information is not used to evaluate the performance of or allocate resources between segments.

Below is a breakdown of select financial information by reportable operating segment:


	Year Ended
Revenues (In millions)	December 31, 2022		December 31, 2021		December 31, 2020
U.S. markets	$	2,961.7	$	1,875.8	$	826.7
International markets		949.7		652.1		415.7
Total revenues	$	3,911.4	$	2,527.9	$	1,242.4


	Year Ended
Adjusted EBITDA (In millions)	December 31, 2022		December 31, 2021		December 31, 2020
U.S. markets	$	59.6	$	(250.6)	$	(768.2)
International markets		(13.0)		(41.1)		(231.0)
Total Adjusted EBITDA	$	46.6	$	(291.7)	$	(999.2)

(1)

The Company presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines 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 the Company does not consider indicative of the Company’s ~~financial assets carried at fair value on a recurring basis:~~

Fair Value Measurements at December 31, 2017 Using

Significant


Total Carrying

Quoted prices in

Significant other

unobservable

Value at

active market

observable inputs

inputs
(In millions)

December 31, 2017 (1)

(Level 1)

(Level 2)

(Level 3)
Other long-term assets:

Money market mutual funds

$
0.6

$
0.6

$
—

$
—
Equity securities, available-for-sale:

Investments measured at net asset value(2)

9.8

—

—

—
Total assets at fair value

$
10.4

$
0.6

$
—

$
—

Fair Value Measurements at December 31, 2016 Using

Significant


Total Carrying

Quoted prices in

Significant other

unobservable

Value at

active market

observable inputs

inputs
(In millions)

December 31, 2016 (1)

(Level 1)

(Level 2)

(Level 3)
Other long-term assets:

Money market mutual funds

$
0.6

$
0.6

$
—

$
—
Equity securities, available-for-sale:

Investments measured at net asset value(2)

7.2

—

—

—
Total assets at fair value

$
7.8

$
0.6

$
—

$
—

~~(1)~~

~~The~~ongoing operating performance and to include attributable EBITDA from equity investments relate to a non-qualified deferred compensation arrangement on behalf of certain management. The Company has an equivalent liability for this related-party transaction recorded in other long-term liabilities for the deferred compensation obligation.

~~(2)~~

~~Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy.~~

~~Valuation Techniques.~~ ~~The Company’s money market mutual funds are invested~~ in funds that seek to preserve principal, are highly liquid, and therefore are recorded on the balance sheet at the principal amounts deposited, which equals fair value. The equity securities, available-for-sale, primarily consist of common stock and mutual funds investedtheatre operations in equity, fixed income, and international funds and are measured at fair value using quoted market prices. See Note 16 – Accumulated Other Comprehensive Income for the unrealized gain on equity securities recorded in accumulated other comprehensive income.

~~Nonrecurring Fair Value Measurements.~~ ~~Equity interests in NCM, Inc. and NCM LLC were considered impaired and were written down to their fair value during the year ended December 31, 2017. The Company recorded in:~~

~~137~~

~~Table of Contents~~

Equity in (earnings) loss of non-consolidated entities an other-than-temporary impairment charge of $208.0 million to reduce the carrying value of its investment in NCM to Level 1 fair value during the year ended December 31, 2017.

~~The following table summarizes the fair value hierarchy of the Company’s assets that were measured at fair value on a nonrecurring basis:~~

Fair Value Measurements at December 31, 2017 Using






Significant other

Significant

Total Carrying

Quoted prices in

observable

unobservable

Value at

active market

inputs

inputs

Total
(In millions)

December 31, 2017

(Level 1)

(Level 2)

(Level 3)

Losses
Property, net:

Property owned, net

$
7.7

$
—

$
—

$
7.7

$
43.6

Fair Value Measurements at December 31, 2016 Using




Significant other

Significant


Total Carrying

Quoted prices in

observable

unobservable

Value at

active market

inputs

inputs

Total
(In millions)

December 31, 2016

(Level 1)

(Level 2)

(Level 3)

Losses
Property, net:

Property owned, net

$
1.5

$
—

$
—

$
1.5

$
5.5

Long-lived assets held and used and a favorable lease were considered impaired and were written down to their fair value at December 31, 2017 and December 31, 2016 of $7.7 million and $1.5 million, respectively.

~~Other Fair Value Measurement Disclosures.~~ ~~The following table summarizes the fair value of financial instruments that are not recognized at fair value in the statement of financial position for which it is practicable to estimate that value:~~

Fair Value Measurements at December 31, 2017 Using




Significant other

Significant

Total Carrying

Quoted prices in

observable

unobservable

Value at

active market

inputs

inputs
(In millions)

December 31, 2017

(Level 1)

(Level 2)

(Level 3)
Current maturities of corporate borrowings

$
15.2

$
—

$
14.1

$
1.4
Corporate borrowings

4,220.1

—

4,218.7

1.4

Fair Value Measurements at December 31, 2016 Using




Significant other

Significant

Total Carrying

Quoted prices in

observable

unobservable

Value at

active market

inputs

inputs
(In millions)

December 31, 2016

(Level 1)

(Level 2)

(Level 3)
Current maturities of corporate borrowings

$
15.2

$
—

$
14.2

$
1.4
Corporate borrowings

3,745.8

—

3,892.6

2.8

~~Valuation Technique.~~ Quoted market prices and observable market based inputs were used to estimate fair value for level 2 inputs. The level 3 fair value measurement represents the transaction price of the corporate borrowings under market conditions.

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~~Table of Contents~~

~~NOTE 15 – OPERATING SEGMENTS~~

~~The Company reports information about operating segments in accordance with ASC 280-10,~~ ~~Segment Reporting~~, which requires financial information to be reported based on the way management organizes segments within a company for making operating decisions and evaluating performance. Beginning with the Company’s acquisition of Odeon in 2016, the Company has identified two reportable segments for its theatrical exhibition operations, U.S.International markets and ~~International markets. The International markets reportable segments consist~~any cash distributions of two operating segments (Odeon Theatres and Nordic Theatres) with operations in or partial interest in theatres in the United Kingdom, Germany, Spain, Italy, Ireland, Austria, Portugal, Sweden, Finland, Estonia, Latvia, Lithuania, Norway and Denmark. Each segment’s revenue is derivedearnings from ~~admissions, food and beverage sales and~~its other ~~ancillary revenues, primarily screen advertising, AMC Stubs~~® membership fees, ticket sales, gift card income and exchange ticket income. The two international operating units, Odeon Theatres and Nordic Theatres, are combined into one reportable segment (International markets) because they have similar economic characteristics and meet the aggregation criteria described in the accounting guidance for segment reporting.equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, aswhich is broadly consistent with how Adjusted EBITDA is defined in the ~~reconciliation table below. The Company does not report~~Company’s debt indentures.

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Table of Contents


	Year Ended
Capital Expenditures (In millions)	December 31, 2022		December 31, 2021		December 31, 2020
U.S. markets	$	138.4	$	63.9	$	109.9
International markets		63.6		28.5		63.9
Total capital expenditures	$	202.0	$	92.4	$	173.8

Financial information about geographic area is as follows:


	Year Ended
Revenues (In millions)	December 31, 2022		December 31, 2021		December 31, 2020
United States	$	2,961.7	$	1,875.8	$	826.7
United Kingdom		379.3		283.6		127.9
Spain		114.6		81.8		52.1
Sweden		125.0		82.3		63.2
Italy		90.4		57.5		47.5
Germany		96.2		54.4		38.2
Finland		73.9		49.1		43.4
Ireland		27.3		16.9		9.3
Other foreign countries		43.0		26.5		34.1
Total	$	3,911.4	$	2,527.9	$	1,242.4


	As of		As of
Long-term assets, net (In millions)	December 31, 2022		December 31, 2021
U.S. markets	$	6,135.9	$	6,434.5
International markets		2,097.6		2,516.7
Total long-term assets (1)	$	8,233.5	$	8,951.2

(1)

Long-term assets are comprised of property, operating lease right-of-use assets, intangible assets, goodwill, deferred tax asset, ~~information by segment because that information is not used to evaluate the performance of or allocate resources between segments.~~

~~Below is a breakdown of select financial information by reportable operating segment:~~

Year Ended
Revenues (In millions)

December 31, 2017

December 31, 2016

December 31, 2015
U.S. markets

$
3,723.5

$
3,117.0

$
2,940.0
International markets

1,355.7

118.9

6.9
Total revenues

$
5,079.2

$
3,235.9

$
2,946.9

Year Ended
Adjusted EBITDA (1) (In millions)

December 31, 2017

December 31, 2016

December 31, 2015
U.S. markets (2)

$
610.0

$
573.6

$
536.8
International markets

212.5

28.4

(0.4)
Total Adjusted EBITDA

$
822.5

$
602.0

$
536.4

Year Ended
Capital Expenditures (In millions)

December 31, 2017

December 31, 2016

December 31, 2015
U.S. markets

$
543.7

$
412.7

$
333.4
International markets

83.1

9.0

—
Total capital expenditures

$
626.8

$
421.7

$
333.4

~~(1)~~

~~The Company~~ presents Adjusted EBITDA as a supplemental measure of its performance. The Company defines Adjusted EBITDA as net earnings (loss) plus (i) income tax provision, (ii) interest expense and (iii) depreciation and amortization, as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of the Company’s ongoing operating performance and to include attributable EBITDA from equity investments in theatre operations in international markets and any cash distributions of earnings from its other equity method investees. The measure of segment profit and loss the Company uses to evaluate performance and allocate its resources is Adjusted EBITDA, which is consistent with how Adjusted EBITDA is defined in the Company’s debt indentures.

~~(2)~~

~~Distributions from NCM are reported entirely within the U.S. markets segment.~~

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~~Table of Contents~~

~~Financial Information About Geographic Area:~~

Year Ended
Revenues (In millions)

December 31, 2017

December 31, 2016

December 31, 2015
United States

$
3,723.5

$
3,117.0

$
2,940.0
United Kingdom

509.8

56.9

6.9
Italy

185.5

21.0

—
Spain

187.1

20.0

—
Sweden

154.2

—

—
Germany

129.7

14.1

—
Finland

77.3

—

—
Ireland

38.5

3.2

—
Other foreign countries

73.6

3.7

—
Total

$
5,079.2

$
3,235.9

$
2,946.9

As of

As of
Long-term assets, net (In millions)

December 31, 2017

December 31, 2016
United States

$
5,866.8

$
6,156.9
International

3,066.7

1,801.3
Total long-term assets (1)

$
8,933.5

$
7,958.2

~~(1)~~

~~Long-term assets are comprised of property, intangible assets, goodwill, deferred income tax assets and other long-term assets.~~

~~The following table sets forth a reconciliation of~~ net ~~earnings (loss) to Adjusted EBITDA:~~

and other long-term assets.

The following table sets forth a reconciliation of net loss to Adjusted EBITDA:


	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Net loss	$	(973.6)	$	(1,269.8)	$	(4,589.4)
Plus:
Income tax provision (benefit) (1)		2.5		(10.2)		59.9
Interest expense		378.7		458.1		356.9
Depreciation and amortization		396.0		425.0		498.3
Impairment of long-lived assets, definite and indefinite-lived intangible assets and goodwill (2)		133.1		77.2		2,513.9
Certain operating expense (income) (3)		8.0		0.2		(9.4)
Equity in (earnings) loss of non-consolidated entities (4)		1.6		(11.0)		30.9
Cash distributions from non-consolidated entities (5)		6.6		12.5		17.4
Attributable EBITDA (6)		0.4		3.7		0.2
Investment expense (income)		14.9		(9.2)		10.1
Other expense (income) (7)		80.4		(0.1)		66.9
Other non-cash rent benefit (8)		(26.6)		(24.9)		(4.9)
General and administrative — unallocated:
Merger, acquisition and other costs (9)		2.1		13.7		24.6
Stock-based compensation expense (10)		22.5		43.1		25.4
Adjusted EBITDA	$	46.6	$	(291.7)	$	(999.2)

~~(1)~~

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. The Company has excluded these items as they are non-cash in nature, include components of interest cost for the time value of money or are non-operating in nature.

~~(2)~~

~~Equity in (earnings) loss of non-consolidated~~ ~~entities includes an~~ ~~other-than-temporary~~ ~~impairment charge of $208.0 million to reduce the carrying value of the Company’s investment in NCM to Level 1 fair value during the year ended December 31, 2017. An~~ ~~other-than-temporary~~ ~~impairment charge of $204.5 million was recorded on the Company’s units and shares at the publicly quoted per share price on June 30, 2017, of $7.42 and an~~ ~~other-than-temporary~~ ~~impairment charge of $3.5 million was recorded on the Company’s units and~~

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~~Table of Contents~~

shares at the publicly quoted per share price on December 31, 2017 of $6.86, based on the Company’s determination that the decline in the price per share during the respective quarters was other than temporary. Equity in (earnings) loss of non-consolidated entities includes loss on the sale of a portion of the Company’s investment in NCM of $22.2 million during the year ended December 31, 2017.

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Table of Contents

(1)

For information regarding the income tax provision (benefit), see Note 10—Income Taxes.

~~(3)~~

Includes U.S. non-theatre distributions from equity method investments and International non-theatre distributions from equity method investments to the extent received. The Company believes including cash distributions is an appropriate reflection of the contribution of these investments to the Company’s operations.

~~(4)~~

Attributable EBITDA includes the EBITDA from minority equity investments in theatre operators in certain international markets. See below for a reconciliation of the Company’s equity earnings of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and our gift card and package ticket program. As these investments relate only to the Company’s Nordic acquisition, the second quarter of 2017 represents the first time the Company has made this adjustment and does not impact prior historical presentations of Adjusted EBITDA.

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Equity in loss of non-consolidated entities

$
185.2

$
(47.7)

$
(37.1)
Less:

Equity in (earnings) loss of non-consolidated entities excluding international theatre JV's

187.0

(47.7)

(37.1)
Equity in (earnings) loss of International theatre JV's

1.8

—

—
Depreciation and amortization

1.6

—

—
Attributable EBITDA

$
3.4

$
—

$
—

~~(5)~~

~~Other income~~ ~~for~~ ~~the year ended December 31, 2017 includes $3.0 million financing related foreign currency transaction gains, partially offset by $1.3 million in fees relating to~~ ~~third-party fees related to the Third Amendment to the Company’s Senior Secured Credit Agreement, and a~~ $0.4 million loss on the redemption of the Bridge Loan Facility. During the year ended December 31, 2015, the Company recorded a loss on extinguishment related to the redemption of the Notes due 2022 of approximately $9.3 million and the loss on the modification of the Senior Secured Credit Facility of $1.4 million.

~~(6)~~

~~Merger, acquisition and transition costs are excluded as they are non-operating in nature.~~

~~(7)~~

~~Non-cash or non-recurring expense included in general and administrative: other~~

~~141~~

~~Table of Contents~~

~~NOTE 16 – ACCUMULATED OTHER COMPREHENSIVE INCOME~~

~~The following tables present the change in accumulated other comprehensive income (loss) by component:~~

Unrealized Net

Unrealized Net

Pension and

Gain from

Gain from Equity

Foreign

Other

Marketable

Method Investees’

(In millions)

Currency

Benefits (1)

Securities

Cash Flow Hedge

Total

Balance, December 31, 2016

$
(1.8)

$
(3.6)

$
0.3

$
2.6

$
(2.5)

Other comprehensive income (loss) before reclassifications

131.7

—

0.7

—

132.4

Amounts reclassified from accumulated other comprehensive income

—

(3.0)

(0.4)

(0.9)

(4.3)

Other comprehensive income (loss)

131.7

(3.0)

0.3

(0.9)

128.1

Balance, December 31, 2017

$
129.9

$
(6.6)

$
0.6

$
1.7

$
125.6

Unrealized Net

Unrealized Net

Pension and

Gain from

Gain from Equity

Foreign

Other

Marketable

Method Investees’

(In millions)

Currency

Benefits (1)

Securities

Cash Flow Hedge

Total

Balance, December 31, 2015

$
2.1

$
(3.3)

$
1.5

$
2.5

$
2.8

Other comprehensive income (loss) before reclassifications

(3.9)

—

0.6

(0.3)

(3.6)

Amounts reclassified from accumulated other comprehensive income

—

(0.3)

(1.8)

0.4

(1.7)

Other comprehensive income (loss)

(3.9)

(0.3)

(1.2)

0.1

(5.3)

Balance, December 31, 2016

$
(1.8)

$
(3.6)

$
0.3

$
2.6

$
(2.5)

~~(1)~~

~~See Note 11 – Employee Benefit Plans for further information regarding amounts reclassified from accumulated other comprehensive income.~~

~~142~~

~~Table of Contents~~

~~The tax effects allocated to each component of other comprehensive income (loss) is as follows:~~

Year Ended

December 31, 2017

December 31, 2016

December 31, 2015




Tax





Tax





Tax


Pre-Tax

(Expense)

Net-of-Tax

Pre-Tax

(Expense)

Net-of-Tax

Pre-Tax

(Expense)

Net-of-Tax

(In millions)

Amount

Benefit

Amount

Amount

Benefit

Amount

Amount

Benefit

Amount

Unrealized foreign currency translation adjustment (1)

$
142.6

$
(10.9)

$
131.7

$
(3.1)

$
(0.8)

$
(3.9)

$
2.3

$
(0.9)

$
1.4

Pension and other benefit adjustments:

—

Net gain (loss) arising during the period

(2.6)

(0.4)

(3.0)

(0.5)

0.2

(0.3)

0.3

(0.1)

0.2

Prior service credit arising during the period

—

—

—

—

—

—

1.2

(0.5)

0.7

Amortization of net (gain) loss reclassified into general and administrative: other

—

—

—

—

—

—

(2.8)

1.1

(1.7)

Amortization of prior service credit reclassified into general and administrative: other

—

—

—

—

—

—

(2.9)

1.1

(1.8)

Curtailment gain reclassified into general and administrative: other

—

—

—

—

—

—

(11.8)

4.6

(7.2)

Settlement gain reclassified into general and administrative: other

—

—

—

—

—

—

(0.3)

0.1

(0.2)

Marketable securities:

Unrealized net holding gain (loss) arising during the period

1.2

(0.5)

0.7

1.0

(0.4)

0.6

(1.7)

0.6

(1.1)

Realized net gain reclassified into investment expense (income)

(0.6)

0.2

(0.4)

(3.0)

1.2

(1.8)

(0.3)

0.1

(0.2)

Equity method investees' cash flow hedge:

Unrealized net holding gain (loss) arising during the period

—

—

—

(0.5)

0.2

(0.3)

(1.1)

0.4

(0.7)

Realized net loss reclassified into equity in earnings of non-consolidated entities

(1.5)

0.6

(0.9)

0.5

(0.1)

0.4

0.7

(0.2)

0.5

Other comprehensive income (loss)

$
139.1

$
(11.0)

$
128.1

$
(5.6)

$
0.3

$
(5.3)

$
(16.4)

$
6.3

$
(10.1)

~~(1)~~

Deferred tax impacts of foreign currency translation for the Odeon and Nordic international operations acquired during 2016 and 2017 have not been recorded due to the Company’s intent to remain permanently invested.

~~143~~

~~Table of Contents~~

~~NOTE 17 – EARNINGS PER SHARE~~

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding. Diluted earnings per share includes the effects of contingently issuable RSUs and PSUs, if dilutive.

~~The following table sets forth the computation of basic and diluted earnings from continuing operations per common share:~~

Year Ended

Year Ended

Year Ended
(In millions)

December 31, 2017

December 31, 2016

December 31, 2015
Numerator:

Net earnings (loss) from continuing operations

$
(487.2)

$
111.7

$
103.9
Denominator (shares in thousands):

Weighted average shares for basic earnings per common share

128,246

98,838

97,963
Common equivalent shares for RSUs and PSUs

—

34

66
Shares for diluted earnings per common share

128,246

98,872

98,029
Basic earnings (loss) per common share

$
(3.80)

$
1.13

$
1.06
Diluted earnings (loss) per common share

$
(3.80)

$
1.13

$
1.06

Vested RSUs and PSU’s have dividend rights identical to the Company’s Class A and Class B common stock and are treated as outstanding shares for purposes of computing basic and diluted earnings per share. Certain unvested RSUs and unvested PSUs are subject to performance conditions and are included in diluted earnings per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan if the end of the reporting period were the end of the contingency period.
(2) During the year ended December 31, ~~2017 unvested PSUs~~2022, the Company recorded non-cash impairment charges related to its 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 ~~Transition PSUs~~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, the Company recorded non-cash impairment charges related to its 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, the Company 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. During the year ended December 31, 2020, the Company recorded non-cash impairment of long-lived assets of $152.5 million on 101 theatres in the U.S. markets with 1,139 screens which were related to property, net, operating lease right-of-use assets, net and other long-term assets and $25.4 million on 37 theatres in the International markets with 340 screens which were related to property, net and operating lease right-of-use assets, net. The Company 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. The Company also recorded non-cash impairment charges of $14.4 million related to its definite-lived intangible assets in the Domestic Theatres reporting unit during the year ended December 31, 2020.

(3)

Amounts represent preopening expense related to temporarily closed screens under renovation, theatre and other closure expense for the permanent closure of ~~187,468 at~~screens, including the ~~minimum performance target~~related accretion of interest, non-cash deferred digital equipment rent expense, and ~~unvested performance based RSU’s~~disposition of ~~88194 were not~~assets and other non-operating gains or losses included in ~~the computation of diluted loss because they would anti-dilutive.~~

~~NOTE 18 – SUPPLEMENTAL FINANCIAL INFORMATION BY QUARTER (UNAUDITED)~~

2017

Quarter

Quarter

Quarter

Quarter

Ended

Ended

Ended

Ended

March 31,

June 30,

September 30,

December 31,
(In millions, except per share data)

2017

2017

2017

2017
Total revenues

$
1,281.4

$
1,202.3

$
1,178.7

$
1,416.8
Operating income (loss)

55.4

(19.6)

(4.3)

70.4
Net earnings (loss)(1)

$
8.4

$
(176.5)

$
(42.7)

$
(276.4)

Basic earnings per share

$
0.07

$
(1.35)

$
(0.33)

$
(2.14)

Diluted earnings per share

$
0.07

$
(1.35)

$
(0.33)

$
(2.14)

~~(1)~~

In the fourth quarter of calendar 2017, the Company recorded the impact of the change in the U.S. enacted federal income tax rate from 35% to 21% which reduced its deferred tax assets. In the fourth quarter and in connection with the preparation of its 2017 consolidated financial statements, the Company also determined that realization of its deferred tax assets in the U.S. tax jurisdictions was not more likely than not, primarily as a result of cumulative net losses recorded for three years and the Company recorded a full valuation allowance for its deferred tax assets in U.S. tax jurisdictions. As a result of the change in enacted tax rate and recording a full valuation allowance for the Company’s deferred tax assets in U.S. tax jurisdictions, the Company recorded a charge to its income tax provision in the fourth quarter of approximately $310 million.

~~144~~

~~Table of Contents~~

2016

Quarter

Quarter

Quarter

Quarter

Ended

Ended

Ended

Ended

March 31,

June 30,

September 30,

December 31,
(In millions, except per share data)

2016

2016

2016

2016
Total revenues

$
766.0

$
764.0

$
779.8

$
926.1
Operating income

59.3

55.6

65.5

32.5
Net earnings (2)

$
28.3

$
24.0

$
30.4

$
29.0

Basic earnings per share:

$
0.29

$
0.24

$
0.31

$
0.29

Diluted earnings per share:

$
0.29

$
0.24

$
0.31

$
0.29

~~(1)~~

Income tax provision included a benefit of $19.2 million during the three months ended December 31, 2016 related to resolution of an uncertain tax position. Merger, acquisition and transaction costs include a $10.0 million management transaction bonus financed by a capital contribution from Wanda and related to the successful completion of the Odeon and Carmike acquisitions during the quarter ended December 31, 2016. General and administrative: other includes $7.0 million of expense related to the settlement of litigation during the quarter ended December 31, 2016.

~~NOTE 19 – SUBSEQUENT EVENTS~~

On February 28, 2018, Holdings’ Board of Directors declared a cash dividend in the amount of $0.20 per share on Class A and Class B common stock, payable on March 26, 2018 to stockholders of record on March 12, 2018.

~~145~~

~~Table of Contents~~

~~NOTE 20 – CONDENSED CONSOLIDATING FINANCIAL INFORMATION~~

~~Years Ended December 31, 2017, December 31, 2016, and December 31, 2015~~

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X Rule 3-10, Financial statements of guarantors and issuers of guaranteed securities registered or being registered. Each of the subsidiary guarantors are 100% owned by Holdings. The subsidiary guarantees of the Company’s Notes due 2022, the Sterling Notes due 2024, the Notes due 2025, Notes due 2026, and the Notes due 2027 are full and unconditional and joint and several and subject to customary release provisions. The Company and its subsidiary guarantors’ investments in its consolidated subsidiaries are presented under the equity method of accounting.

~~Consolidating Statement of Operations~~

~~Year Ended December 31, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated
(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings
Revenues















Admissions

$
—

$
1,906.1

$
1,323.4

$
—

$
3,229.5
Food and beverage

—

956.1

592.3

—

1,548.4
Other theatre

—

168.1

133.2

—

301.3
Total revenues

—

3,030.3

2,048.9

—

5,079.2
Operating costs and expenses

Film exhibition costs

—

1,001.8

602.5

—

1,604.3
Food and beverage costs

—

138.9

113.2

—

252.1
Operating expense, excluding depreciation and amortization

—

873.6

674.4

—

1,548.0
Rent

—

496.7

297.7

—

794.4
General and administrative:

Merger, acquisition and transaction costs

—

58.3

4.7

—

63.0
Other, excluding depreciation and amortization

2.0

82.8

48.6

—

133.4
Depreciation and amortization

—

290.7

247.9

—

538.6
Impairment of long-lived assets

—

43.6

—

—

43.6
Operating costs and expenses

2.0

2,986.4

1,989.0

—

4,977.4
Operating income (loss)

(2.0)

43.9

59.9

—

101.8
Other expense (income):

Equity in net (earnings) loss of subsidiaries

472.5

(31.9)

—

(440.6)

—
Other expense (income)

—

(1.9)

0.2

—

(1.7)
Interest expense:

Corporate borrowings

230.3

239.0

1.3

(239.0)

231.6
Capital and financing lease obligations

—

7.7

34.7

—

42.4
Equity in (earnings) loss of non-consolidated entities

—

192.2

(7.0)

—

185.2
Investment income

(217.6)

(43.0)

(1.0)

239.0

(22.6)
Total other expense

485.2

362.1

28.2

(440.6)

434.9
Earnings (loss) before income taxes

(487.2)

(318.2)

31.7

440.6

(333.1)
Income tax provision (benefit)

—

154.3

(0.2)

—

154.1
Net earnings (loss)

$
(487.2)

$
(472.5)

$
31.9

$
440.6

$
(487.2)

~~146~~

~~Table of Contents~~

~~Consolidating Statement of Operations~~

~~Year Ended December 31, 2016:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Revenues
















Admissions

$
—

$
1,945.1

$
104.3

$
—

$
2,049.4

Food and beverage

—

972.9

46.2

—

1,019.1

Other theatre

—

152.4

15.0

—

167.4

Total revenues

—

3,070.4

165.5

—

3,235.9

Operating costs and expenses

Film exhibition costs

—

1,040.0

49.5

—

1,089.5

Food and beverage costs

—

134.2

8.0

—

142.2

Operating expense, excluding depreciation and amortization

—

830.8

42.7

—

873.5

Rent

—

491.1

14.4

—

505.5

General and administrative:

Merger, acquisition and transaction costs

—

46.9

1.0

—

47.9

Other, excluding depreciation and amortization

2.0

84.8

3.9

—

90.7

Depreciation and amortization

—

252.9

15.3

—

268.2

Impairment of long-lived assets

—

5.5

—

—

5.5

Operating costs and expenses

2.0

2,886.2

134.8

—

3,023.0

Operating income (loss)

(2.0)

184.2

30.7

—

212.9

Other expense (income):

Equity in net (earnings) loss of subsidiaries

(119.7)

(32.7)

—

152.4

—

Other expense (income)

—

(0.4)

—

—

(0.4)

Interest expense:

Corporate borrowings

110.5

123.7

—

(123.5)

110.7

Capital and financing lease obligations

—

8.5

2.3

—

10.8

Equity in earnings of non-consolidated entities

—

(46.9)

(0.8)

—

(47.7)

Investment income

(104.5)

(28.3)

(0.9)

123.5

(10.2)

Total other expense (income)

(113.7)

23.9

0.6

152.4

63.2

Earnings before income taxes

111.7

160.3

30.1

(152.4)

149.7

Income tax provision (benefit)

—

40.6

(2.6)

—

38.0

Net earnings

$
111.7

$
119.7

$
32.7

$
(152.4)

$
111.7

~~147~~

~~Table of Contents~~

~~Consolidating Statement of Operations~~

~~Year Ended December 31, 2015:~~

Subsidiary

Subsidiary

Consolidating

Consolidated
(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings
Revenues















Admissions

$
—

$
1,887.6

$
4.4

$
—

$
1,892.0
Food and beverage

—

908.1

2.0

—

910.1
Other theatre

—

144.3

0.5

—

144.8
Total revenues

—

2,940.0

6.9

—

2,946.9
Operating costs and expenses

Film exhibition costs

—

1,019.3

2.1

—

1,021.4
Food and beverage costs

—

128.2

0.4

—

128.6
Operating expense, excluding depreciation and amortization

—

792.0

3.7

—

795.7
Rent

—

465.8

2.0

—

467.8
General and administrative:

Merger, acquisition and transaction costs

—

3.4

—

—

3.4
Other, excluding depreciation and amortization

—

58.2

—

—

58.2
Depreciation and amortization

—

232.9

0.1

—

233.0
Impairment of long-lived assets

—

1.7

—

—

1.7
Operating costs and expenses

—

2,701.5

8.3

—

2,709.8
Operating income (loss)

—

238.5

(1.4)

—

237.1
Other expense (income):

Equity in net (earnings) loss of subsidiaries

(93.3)

0.9

—

92.4

—
Other expense (income)

—

10.7

—

—

10.7
Interest expense:

Corporate borrowings

97.1

129.5

—

(129.8)

96.8
Capital and financing lease obligations

—

9.2

—

—

9.2
Equity in earnings of non-consolidated entities

—

(37.1)

—

—

(37.1)
Investment income

(107.7)

(27.7)

(0.5)

129.8

(6.1)
Total other expense (income)

(103.9)

85.5

(0.5)

92.4

73.5
Earnings (loss) before income taxes

103.9

153.0

(0.9)

(92.4)

163.6
Income tax provision

—

59.7

—

—

59.7
Net earnings (loss)

$
103.9

$
93.3

$
(0.9)

$
(92.4)

$
103.9

~~148~~

~~Table of Contents~~

~~Consolidating Statement of Comprehensive Loss~~

~~Year Ended December 31, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Net earnings (loss)

$
(487.2)

$
(472.5)

$
31.9

$
440.6

$
(487.2)

Other comprehensive income (loss)

Equity in other comprehensive income (loss) of subsidiaries

128.1

112.1

—

(240.2)

—

Unrealized foreign currency translation adjustment, net of tax

—

22.0

109.7

—

131.7

Pension and other benefit adjustments:

Net gain (loss) arising during the period, net of tax

—

(5.4)

2.4

—

(3.0)

Marketable securities:

Unrealized net holding gain arising during the period, net of tax

—

0.7

—

—

0.7

Realized net gain reclassified into investment income, net of tax

—

(0.4)

—

—

(0.4)

Equity method investees’ cash flow hedge:

Unrealized net holding (loss) gain arising during the period, net of tax

—

—

—

—

—

Realized net gain reclassified to equity in earnings of non-consolidated entities, net of tax

—

(0.9)

—

—

(0.9)

Other comprehensive income

128.1

128.1

112.1

(240.2)

128.1

Total comprehensive income (loss)

$
(359.1)

$
(344.4)

$
144.0

$
200.4

$
(359.1)

~~149~~

~~Table of Contents~~

~~Consolidating Statement of Comprehensive Income (Loss)~~

~~Year Ended December 31, 2016:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Net earnings (loss)

$
111.7

$
119.7

$
32.7

$
(152.4)

$
111.7

Other comprehensive income (loss)

Equity in other comprehensive income (loss) of subsidiaries

(5.3)

(3.6)

—

8.9

—

Unrealized foreign currency translation adjustment, net of tax

—

(0.2)

(3.7)

—

(3.9)

Pension and other benefit adjustments:

Net gain (loss) arising during the period, net of tax

—

(0.4)

0.1

—

(0.3)

Marketable securities:

Unrealized net holding gain arising during the period, net of tax

—

0.6

—

—

0.6

Realized net gain reclassified into net investment income, net of tax

—

(1.8)

—

—

(1.8)

Equity method investees’ cash flow hedge:

Unrealized net holding loss arising during the period, net of tax

—

(0.3)

—

—

(0.3)

Realized net loss reclassified to equity in earnings of non-consolidated entities, net of tax

—

0.4

—

—

0.4

Other comprehensive loss

(5.3)

(5.3)

(3.6)

8.9

(5.3)

Total comprehensive income

$
106.4

$
114.4

$
29.1

$
(143.5)

$
106.4

~~150~~

~~Table of Contents~~

~~Consolidating Statement of Comprehensive Income (Loss)~~

~~Year Ended December 31, 2015:~~

Subsidiary

Subsidiary

Consolidating

Consolidated
(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings
Net earnings (loss)

$
103.9

$
93.3

$
(0.9)

$
(92.4)

$
103.9
Other comprehensive income (loss)

Equity in other comprehensive income (loss) of subsidiaries

(10.1)

0.6

—

9.5

—
Unrealized foreign currency translation adjustment, net of tax

—

0.8

0.6

—

1.4
Pension and other benefit adjustments:

Net loss arising during the period, net of tax

—

0.2

—

—

0.2
Prior service credit arising during the period, net of tax

—

0.7

—

—

0.7
Amortization of net (gain) loss reclassified into general and administrative: other, net of tax

—

(1.7)

—

—

(1.7)
Amortization of prior service credit reclassified into general and administrative: other, net of tax

—

(1.8)

—

—

(1.8)
Curtailment gain reclassified into general and administrative: other, net of tax

—

(7.2)

—

—

(7.2)
Settlement gain reclassified into general and administrative: other, net of tax

—

(0.2)

—

—

(0.2)
Marketable securities:

Unrealized net holding gain arising during the period, net of tax

—

(1.1)

—

—

(1.1)
Realized net gain reclassified into net investment income, net of tax

—

(0.2)

—

—

(0.2)
Equity method investees’ cash flow hedge:

Unrealized net holding loss arising during the period, net of tax

—

(0.7)

—

—

(0.7)
Realized net loss reclassified into equity in earnings of non-consolidated entities, net of tax

—

0.5

—

—

0.5
Other comprehensive income (loss)

(10.1)

(10.1)

0.6

9.5

(10.1)
Total comprehensive income (loss)

$
93.8

$
83.2

$
(0.3)

$
(82.9)

$
93.8

~~151~~

~~Table of Contents~~

~~Consolidating Balance Sheet~~

~~As of December 31, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Assets
















Current assets:

Cash and cash equivalents

$
1.1

$
85.0

$
223.9

$
—

$
310.0

Restricted cash

—

—

8.3

—

8.3

Receivables, net

0.4

186.4

84.7

—

271.5

Assets held for sale

—

80.0

—

—

80.0

Other current assets

—

118.0

84.6

—

202.6

Total current assets

1.5

469.4

401.5

—

872.4

Investment in equity of subsidiaries

2,450.6

1,513.4

—

(3,964.0)

—

Property, net

—

1,591.1

1,525.4

—

3,116.5

Intangible assets, net

—

218.9

161.6

—

380.5

Intercompany advances

3,914.1

(1,893.3)

(2,020.8)

—

—

Goodwill

(2.1)

2,422.1

2,511.7

—

4,931.7

Deferred tax asset, net

—

—

97.6

(68.7)

28.9

Other long-term assets

5.8

326.5

143.6

—

475.9

Total assets

$
6,369.9

$
4,648.1

$
2,820.6

$
(4,032.7)

$
9,805.9

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$
—

$
373.7

$
195.9

$
—

$
569.6

Accrued expenses and other liabilities

24.2

165.3

161.6

—

351.1

Deferred revenues and income

—

270.8

130.2

—

401.0

Current maturities of corporate borrowings and capital and financing lease obligations

13.8

11.8

62.1

—

87.7

Total current liabilities

38.0

821.6

549.8

—

1,409.4

Corporate borrowings

4,218.7

1.4

—

—

4,220.1

Capital and financing lease obligations

—

73.5

505.4

—

578.9

Exhibitor services agreement

—

530.9

—

—

530.9

Deferred tax liability, net

—

85.3

33.0

(68.7)

49.6

Other long-term liabilities

—

684.8

219.0

—

903.8

Total liabilities

4,256.7

2,197.5

1,307.2

(68.7)

7,692.7

Temporary equity

0.8

—

—

—

0.8

Stockholders’ equity

2,112.4

2,450.6

1,513.4

(3,964.0)

2,112.4

Total liabilities and stockholders’ equity

$
6,369.9

$
4,648.1

$
2,820.6

$
(4,032.7)

$
9,805.9

~~152~~

~~Table of Contents~~

~~Consolidating Balance Sheet~~

~~As of December 31, 2016:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Assets
















Current assets:

Cash and cash equivalents

$
3.0

$
94.7

$
109.4

$
—

$
207.1

Restricted cash

—

—

23.1

—

23.1

Receivables, net

0.2

165.8

47.6

—

213.6

Assets held for sale

—

56.3

14.1

—

70.4

Other current assets

1.8

95.6

72.0

—

169.4

Total current assets

5.0

412.4

266.2

—

683.6

Investment in equity of subsidiaries

2,330.7

709.7

—

(3,040.4)

—

Property, net

—

1,585.6

1,450.3

—

3,035.9

Intangible assets, net

—

228.3

136.8

—

365.1

Intercompany advances

3,443.8

(1,781.3)

(1,662.5)

—

—

Goodwill

(2.1)

2,422.1

1,513.0

—

3,933.0

Deferred tax asset, net

—

87.5

2.9

—

90.4

Other long-term assets

7.7

475.9

50.2

—

533.8

Total assets

$
5,785.1

$
4,140.2

$
1,756.9

$
(3,040.4)

$
8,641.8

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$
—

$
381.0

$
120.8

$
—

$
501.8

Accrued expenses and other liabilities

17.6

197.6

113.8

—

329.0

Deferred revenues and income

—

232.3

44.9

—

277.2

Current maturities of corporate borrowings and capital and financing lease obligations

13.8

10.8

56.6

—

81.2

Total current liabilities

31.4

821.7

336.1

—

1,189.2

Corporate borrowings

3,743.0

2.8

—

—

3,745.8

Capital and financing lease obligations

—

83.8

525.5

—

609.3

Exhibitor services agreement

—

359.3

—

—

359.3

Deferred tax liability, net

—

—

21.0

—

21.0

Other long-term liabilities

—

541.9

164.6

—

706.5

Total liabilities

3,774.4

1,809.5

1,047.2

—

6,631.1

Temporary equity

1.1

—

—

—

1.1

Stockholders’ equity

2,009.6

2,330.7

709.7

(3,040.4)

2,009.6

Total liabilities and stockholders’ equity

$
5,785.1

$
4,140.2

$
1,756.9

$
(3,040.4)

$
8,641.8

~~153~~

~~Table of Contents~~

~~Consolidating Statement of Cash Flows~~

~~Year Ended December 31, 2017:~~

Subsidiary

Subsidiary

Consolidating

Consolidated

(In millions)

Holdings

Guarantors

Non-Guarantors

Adjustments

Holdings

Cash flows from operating activities:
















Net cash provided by operating activities

$
(10.2)

$
231.3

$
337.6

$
—

$
558.7

Cash flows from investing activities:

Capital expenditures

—

(407.5)

(219.3)

—

(626.8)

Acquisition of Nordic, net of cash acquired

—

(654.9)

71.4

—

(583.5)

Proceeds from sale leaseback transactions

—

136.2

—

—

136.2

Proceeds from disposition of NCM shares

—

89.0

—

—

89.0

Proceeds from disposition of Open Road

—

9.2

—

—

9.2

Proceeds from disposition of long-term assets

—

10.5

13.6

—

24.1

Investments in non-consolidated entities, net

—

(11.1)

—

—

(11.1)

Other, net

—

(2.1)

(0.2)

—

(2.3)

Net cash used in investing activities

—

(830.7)

(134.5)

—

(965.2)

Cash flows from financing activities:

Proceeds from issuance of Senior Subordinated Sterling Notes due 2024

327.8

—

—

—

327.8

Proceeds from issuance of Senior Subordinated Notes due 2027

475.0

—

—

—

475.0

Payment of Nordic SEK Term Loan

(144.4)

—

—

—

(144.4)

Payment of Nordic EUR Term Loan

(169.5)

—

—

—

(169.5)

Net proceeds from equity offering

616.8

—

—

—

616.8

Principal payment of Bridge Loan due 2017

(350.0)

—

—

—

(350.0)

Principal payments under Term Loan

(12.6)

—

—

—

(12.6)

Principal payments under capital and financing lease obligations

—

(9.5)

(61.2)

—

(70.7)

Principal payments under promissory note

—

(1.4)

—

—

(1.4)

Cash used to pay deferred financing costs

(29.8)

—

(3.8)

—

(33.6)

Cash used to pay dividends

(104.6)

—

—

—

(104.6)

Taxes paid for restricted unit withholdings

(6.5)

—

—

—

(6.5)

Purchase of treasury stock

(34.0)

—

—

—

(34.0)

Change in intercompany advances

(616.7)

654.1

(37.4)

—

—

Net cash provided by (used in) financing activities

(48.5)

643.2

(102.4)

—

492.3

Effect of exchange rate changes on cash and equivalents

56.8

(53.5)

13.8

—

17.1

Net increase (decrease) in cash and equivalents

(1.9)

(9.7)

114.5

—

102.9

Cash and equivalents at beginning of period

3.0

94.7

109.4

—

207.1

Cash and equivalents at end of period

$
1.1

$
85.0

$
223.9

$
—

$
310.0

~~154~~

~~Table of Contents~~

~~Consolidating Statement of Cash Flows~~

~~Year Ended December 31, 2016:~~

Subsidiary

Subsidiary

Consolidating

Consolidated
(In millions)

Holdings
Guarantors

Non-Guarantors

Adjustments

Holdings
Cash flows from operating activities:















Net cash provided by operating activities

$
7.3

$
438.6

$
(14.2)

$
—

$
431.7
Cash flows from investing activities:

Capital expenditures

—

(410.9)

(10.8)

—

(421.7)
Acquisition of Odeon, net of cash acquired

—

(480.3)

41.6

—

(438.7)
Acquisition of Carmike, net of cash acquired

—

(584.3)

86.5

—

(497.8)
Acquisition of Starplex, net of cash acquired

—

0.7

—

—

0.7
Proceeds from disposition of long-term assets

—

19.9

—

—

19.9
Investments in non-consolidated entities, net

—

(10.5)

—

—

(10.5)
Other, net

—

(6.5)

—

—

(6.5)
Net cash used in (provided by) investing activities

—

(1,471.9)

117.3

—

(1,354.6)
Cash flows from financing activities:

Proceeds from the issuance of Term Loan due 2023

498.7

—

—

—

498.7
Proceeds from the issuance of Senior Subordinated Sterling Notes due 2024

310.0

—

—

—

310.0
Proceeds from the issuance of Senior Subordinated Notes due 2026

595.0

—

—

—

595.0
Proceeds from the issuance of Bridge Loan due 2017

350.0

—

—

—

350.0
Payment of Odeon Senior Subordinated GBP Notes due 2018

(380.7)

—

—

—

(380.7)
Payment of Odeon Senior Subordinated EUR Notes due 2018

(212.5)

—

—

—

(212.5)
Payments under Revolving Credit Facility

(75.0)

—

—

—

(75.0)
Payments of stock issuance costs

(0.8)

—

—

—

(0.8)
Principal payments under Term Loan

(8.8)

—

—

—

(8.8)
Principal payments under capital and financing lease obligations

—

(8.6)

(2.2)

—

(10.8)
Principal payments under promissory note

—

(1.4)

—

—

(1.4)
Cash used to pay deferred financing fees

(65.9)

—

—

—

(65.9)
Cash used to pay dividends

(79.6)

—

—

—

(79.6)
Change in intercompany advances

(935.1)

968.1

(33.0)

—

—
Net cash provided by (used) in financing activities

(4.7)

958.1

(35.2)

—

918.2
Effect of exchange rate changes on cash and equivalents

(1.5)

2.9

(0.8)

—

0.6
Net decrease in cash and equivalents

1.1

(72.3)

67.1

—

(4.1)
Cash and equivalents at beginning of period

1.9

167.0

42.3

—

211.2
Cash and equivalents at end of period

$
3.0

$
94.7

$
109.4

$
—

$
207.1

~~155~~

~~Table of Contents~~

~~Consolidating Statement of Cash Flows~~

~~Year Ended December 31, 2015:~~

Subsidiary

Subsidiary

Consolidating

Consolidated
(In millions)

Holdings
Guarantors

Non-Guarantors

Adjustments

Holdings
Cash flows from operating activities:















Net cash provided by operating activities

$
15.0

$
449.1

$
3.4

$
—

$
467.5
Cash flows from investing activities:

Capital expenditures

—

(333.4)

—

—

(333.4)
Acquisition of Starplex Cinemas, net of cash

—

(172.9)

—

—

(172.9)
Proceeds from disposition of long-term assets

—

0.6

—

—

0.6
Investments in non-consolidated entities, net

—

(1.9)

—

—

(1.9)
Other, net

—

(1.8)

—

—

(1.8)
Net cash used in investing activities

—

(509.4)

—

—

(509.4)
Cash flows from financing activities:

Proceeds from the issuance of Senior Subordinated Notes due 2025

600.0

—

—

—

600.0
Proceeds from extension and modification of Term Loan due 2022

124.4

—

—

—

124.4
Repurchase of Senior Subordinated Notes due 2020

(645.7)

—

—

—

(645.7)
Net borrowings under Revolving Credit Facility

75.0

—

—

—

75.0
Principal payments under Term Loan

(5.8)

—

—

—

(5.8)
Principal payments under capital and financing lease obligations

—

(7.8)

—

—

(7.8)
Principal payments under promissory note

—

(1.4)

—

—

(1.4)
Principal amount of coupon payment under Senior Subordinated Notes due 2020

(3.5)

—

—

—

(3.5)
Cash used to pay deferred financing costs

(21.3)

—

—

—

(21.3)
Change in intercompany advances

(60.0)

62.7

(2.7)

—

—
Cash used to pay dividends

(78.6)

—

—

—

(78.6)
Net cash provided by (used) in financing activities

(15.5)

53.5

(2.7)

—

35.3
Effect of exchange rate changes on cash and equivalents

—

(0.4)

—

—

(0.4)
Net increase (decrease) in cash and equivalents

(0.5)

(7.2)

0.7

—

(7.0)
Cash and equivalents at beginning of period

2.4

174.2

41.6

—

218.2
Cash and equivalents at end of period

$
1.9

$
167.0

$
42.3

$
—

$
211.2

~~156~~

~~Table of Contents~~

~~Independent Auditor's Report~~

~~The Members~~

~~Digital Cinema Implementation Partners, LLC~~

We have audited the accompanying consolidated financial statements of Digital Cinema Implementation Partners, LLC and Subsidiaries, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive income, members' equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes to the financial statements.

~~Management's Responsibility for the Financial Statements~~

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

~~Auditor's Responsibility~~

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

~~We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.~~

~~Opinion~~

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Digital Cinema Implementation Partners, LLC and Subsidiaries as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in accordance with accounting principles generally accepted in the United States of America.

~~/s/ CohnReznick LLP~~

~~Roseland, New Jersey~~

~~February 16, 2018~~

~~157~~

~~Table of Contents~~

~~DIGITAL CINEMA IMPLEMENTATION PARTNERS, LLC~~

~~CONSOLIDATED BALANCE SHEETS~~

~~($ in thousands)~~

December 31,
ASSETS
2017

2016
Current assets:

Cash and cash equivalents
$        10,892

$          4,173

Accounts receivable, net
          45,211

          40,742

Other current assets
              193

              212

   Total current assets
          56,296

          45,127
Property and equipment, net
        661,728

        721,325
Deferred warranty reimbursement costs, net
          75,999

        100,604
Restricted cash
            5,891

            4,372
Derivative assets
            1,279

              620
Other noncurrent assets
          26,394

          31,686

   Total assets
$      827,587

$      903,734

LIABILITIES AND MEMBERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities
$        10,717

$          8,029

Warranty reimbursement liability, current
          41,784

          32,799

   Total current liabilities
          52,501

          40,828
Warranty reimbursement liability (excluding current)
        101,779

        144,246
Long-term debt, net
        193,853

        317,317
Other noncurrent liabilities
            6,762

            3,983

   Total liabilities
        354,895

        506,374

Commitments

Members' equity
        472,692

        397,360

   Total liabilities and members' equity
$      827,587

$      903,734

~~See Notes to Consolidated Financial Statements.~~

~~158~~

~~Table of Contents~~

~~DIGITAL CINEMA IMPLEMENTATION PARTNERS, LLC~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~($ in thousands)~~

Years Ended December 31,

2017

2016

2015
REVENUES

Virtual print fees

$           180,101

$           183,242

$           178,993
Exhibitor lease fees

              14,938

              14,998

              14,962
Alternative content fees

                2,147

                1,659

                1,657
Peak period payments

                5,499

                4,393

                2,930
Management fees

                3,413

                3,284

                3,027
Sales revenue

                   394

                   456

                    44
   Subtotal, operating revenues

            206,492

            208,032

            201,613

Warranty reimbursement costs

             (23,803)

             (23,887)

             (24,075)
Exhibitor lease, step-up rent adjustment

               (5,307)

               (5,308)

               (5,282)
   Net operating revenues

            177,382

            178,837

            172,256

OPERATING EXPENSES

General and administrative

                9,637

                9,825

                8,066
Depreciation and amortization

              61,058

              61,092

              60,741
   Total operating expenses

              70,695

              70,917

              68,807
Operating income

            106,687

            107,920

            103,449

INTEREST EXPENSE

Interest expense

              10,602

              15,472

              21,194
Amortization of deferred financing costs

                1,536

                1,953

                2,833
   Total interest expense

              12,138

              17,425

              24,027

OTHER INCOME (EXPENSE)

Interest income

                    91

                      9

                      2
Gain (loss) on sale of assets

               (1,253)

               (1,121)

                   104
Other income

                   106

                   102

                    74
   Total other income (expense)

               (1,056)

               (1,010)

                   180

Income before taxes

              93,493

              89,485

              79,602

Income tax expense

                   390

                   333

                   347

Net income

              93,103

              89,152

              79,255

OTHER COMPREHENSIVE INCOME (LOSS)

Gain (loss) on interest rate swap contracts

                   659

                   176

               (2,142)

Comprehensive income

$            93,762

$            89,328

$            77,113

~~See Notes to Consolidated Financial Statements.~~

~~159~~

~~Table of Contents~~

~~DIGITAL CINEMA IMPLEMENTATION PARTNERS, LLC~~

~~CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY~~

~~($ in thousands)~~

Years Ended December 31,


2017

2016

2015

Balance, beginning of year

$
397,360

$
329,565

$
252,328

Capital contributions

4,070

2,528

4,424

Distributions to Members

(22,500)

(24,061)

(4,300)

Net income

93,103

89,152

79,255

Balance before other comprehensive income (loss)

472,033

397,184

331,707

Other comprehensive income (loss) - gain (loss) on derivatives

659

176

(2,142)

Balance, end of year

$
472,692

$
397,360

$
329,565

~~See Notes to Consolidated Financial Statements.~~

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~~Table of Contents~~

~~DIGITAL CINEMA IMPLEMENTATION PARTNERS, LLC~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~($ in thousands)~~

Years Ended December 31,

2017

2016

2015
Operating activities:

Net income

$                    93,103

$                    89,152

$                    79,255
Adjustments to reconcile net income to net cash

provided by operating activities:

Depreciation and amortization

                      61,058

                      61,092

                      60,741
Amortization of deferred warranty reimbursement costs

                      23,803

                      23,887

                      24,075
Amortization of deferred financing costs

                        1,536

                        1,953

                        2,833
(Gain) loss on sale of assets

                        1,253

                        1,121

                         (104)
Changes in operating assets and liabilities:

Accounts receivable

                      (4,469)

                      (9,774)

                        6,411
Other current and noncurrent assets

                        5,311

                        5,356

                        5,263
Accounts payable and accrued liabilities

                           113

                      (2,518)

                        1,359
Warranty reimbursement liability

                    (23,639)

                    (17,060)

                    (12,096)
Payment of prior period warranty reimbursement liability

                      (6,641)

                      (4,695)

                      (3,314)
Other noncurrent liabilities

                        2,779

                        3,977

                           (27)
Net cash provided by operating activities

                    154,207

                    152,491

                    164,396

Investing activities:

Purchase of property and equipment

                      (5,199)

                      (1,447)

                      (8,874)
Payment of prior period property and equipment

                         (123)

                         (312)

                      (1,480)
Sale of property and equipment

                        2,783

                        1,657

                        1,856
Restricted cash

                      (1,519)

                        1,559

                           973
Net cash provided by (used in) investing activities

                      (4,058)

                        1,457

                      (7,525)

Financing activities:

Paydown of long-term debt

                  (125,000)

                  (145,000)

                  (155,000)
Capital contributions from Members

                        4,070

                        2,528

                        4,424
Distributions to Members

                    (22,500)

                    (24,061)

                      (4,300)
Deferred financing costs

                               -

                         (847)

                               -
Net cash used in financing activities

                  (143,430)

                  (167,380)

                  (154,876)

Net increase (decrease) in cash and cash equivalents

                        6,719

                    (13,432)

                        1,995
Cash and cash equivalents, beginning of year

                        4,173

                      17,605

                      15,610
Cash and cash equivalents, end of year

$                    10,892

$                      4,173

$                    17,605

Supplemental schedule of non-cash investing and financing activities:

Additions to property and equipment included in accounts payable

    and accrued liabilities

$                         298

$                         123

$                         312
Warranty reimbursement payable in accounts payable and accrued liabilities

$                      9,041

$                      6,641

$                      4,695
Deferred warranty asset and warranty reimbursement obligation

$                       (802)

$                       (650)

$                         120

~~See Notes to Consolidated Financial Statements.~~

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~~Note 1 - Nature of Operations~~

DCIP, LLC, ("DCIP", and together with its consolidated wholly-owned subsidiaries, the "Company") was formed as a Delaware limited liability company on February 12, 2007 for the purpose of raising third-party capital to purchase and deploy digital cinema projection equipment ("Digital Systems") in theatres located throughout the United States and Canada. The Company will continue in perpetuity. The Company is headquartered in New Jersey and has offices in Colorado and Minnesota. The Company is owned by its founding members American Multi-Cinema, Inc. ("AMC"), Cinemark Media, Inc. ("Cinemark") and Regal/DCIP Holdings, LLC ("Regal") (collectively, the "Founding Members").

On March 10, 2010, the Company completed an initial financing transaction for the deployment of Digital Systems utilizing its subsidiary entities Kasima, LLC ("Kasima"), Kasima Holdings, LLC ("Holdings") and Kasima Parent Holdings, LLC ("Parent") to execute its business plan. Kasima is a wholly-owned subsidiary of Holdings, Holdings is a wholly-owned subsidiary of Parent and Parent is a wholly-owned subsidiary of DCIP. As part of the initial financing transaction, Parent entered into a note purchase agreement with a third-party investment fund. On March 31, 2011, the Company obtained the incremental financing necessary to complete its planned deployment of Digital Systems and on May 17, 2013, the Company refinanced all of its outstanding senior secured debt, extending the term of that debt and lowering its effective interest rate. On March 31, 2014, Parent repaid, in full, the outstanding notes under the note purchase agreement.

Digital Systems are purchased by Kasima and leased to each Founding Member or one of its affiliates (each such entity, an "Exhibitor") pursuant to the terms of a Master Equipment Lease Agreement ("ELA"). Kasima facilitates the installation of the leased Digital Systems into each Exhibitor's theatres pursuant to the terms of an Installation Agreement. The Exhibitor is responsible for the ongoing maintenance and insurance of the Digital Systems.operating expenses. The Company has ~~also entered into (and assigned to Kasima) long-term Digital~~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 Deployment Agreements ("DCDAs") with six major motion picture studios ("Major Studios") pursuant to which Kasima receives a virtual print fee ("VPF") each time the studio books a film or certain other content on the Digital Systems. Other content distributors have entered into DCDAs or shorter term agreements with the Company, ~~that provide for the payment~~LLC of ~~VPFs (or as more fully described and defined~~$7.6 million, partially offset by equity in ~~Note 2, alternative content fees or “ACFs”) to Kasima for bookings~~(earnings) from DCIP of ~~the distributor’s content on a Digital System. One such distributor, AC JV, LLC (“Fathom Events”), is related to DCIP through common ownership.~~

On June 20, 2011, DCIP and Canadian Digital Cinema Partnership ("CDCP") entered into a long-term management services agreement (an "MSA" and with respect to CDCP, the "CDCP MSA") to manage a similar deployment of Digital Systems in Canada and to perform certain other specified services for CDCP related thereto (see Note 2). CDCP is a Canadian limited partnership formed by Cineplex Entertainment LP ("Cineplex") and Empire Theatres Ltd. ("Empire") to facilitate the purchase and deployment of Digital Systems to their theatres in Canada. On April 1, 2012, DCIP entered into a long-term MSA with Cinemark USA, Inc., a Texas corporation and an affiliate of Cinemark, to manage deployment of Digital Systems to theatres operated by its affiliates in Latin America (the "CNI MSA").

On September 1, 2014, DCIP entered into a long-term MSA with Fathom Events to provide it with management services and amended the agreement on April 1, 2015 to include additional services. During 2016, DCIP entered into a second agreement with Fathom Events to develop a custom screen monitoring software application and to provide management services and support related to the application upon its deployment.

~~Note 2 - Summary of Significant Accounting Policies~~

~~Principles of consolidation~~

~~The consolidated financial statements include the accounts of DCIP and its subsidiaries. Intercompany accounts have been eliminated in consolidation.~~

~~New accounting standards~~

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance related to revenue recognition, Accounting Standards Update 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers Accounting Standards Codification 606 (“ASC 606”), which outlines a comprehensive revenue recognition model and supersedes most current

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revenue recognition guidance. The new guidance requires a company to recognize revenue upon transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. ASC 606 defines a five-step approach for recognizing revenue, which may require a company to use more judgment and make more estimates than under the current guidance. The new guidance becomes effective in calendar year 2018 and early adoption in calendar year 2017 is permitted. Two methods of adoption are permitted: (a) full retrospective adoption, meaning the standard is applied to all periods presented; or (b) modified retrospective adoption, meaning the cumulative effect of applying the new guidance is recognized at the date of initial application as an adjustment to the opening retained earnings balance.

In March 2016, April 2016 and December 2016, the FASB issued ASU No. 2016-08, Revenue From Contracts with Customers ASC 606: Principal Versus Agent Considerations, ASU No. 2016-10, Revenue From Contracts with Customers ASC 606: Identifying Performance Obligations and Licensing, and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue From Contracts with Customers, respectively, which further clarify the implementation guidance on principal versus agent considerations contained in ASU No. 2014-09. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients, which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts at transition. These standards will be adopted by the Company beginning in the first quarter of 2018.

The Company will adopt the new standard and related updates effective January 1, 2018, and intends to use the modified retrospective method of adoption. The Company has undertaken an initial impact analysis, which includes reviewing the terms and conditions of its existing customer contracts and applying the five discrete criteria required for recognizing revenue as set forth in ASU 2014-09. Based upon its preliminary analysis undertaken through December 31, 2017, the Company currently does not expect the new revenue recognition guidance to have a material impact on its consolidated financial statements, and expects to conclude such analysis by March 31, 2018. The Company continues to monitor additional changes, modifications, clarifications or interpretations being undertaken by the FASB, which may, in conjunction with the completion of the Company’s overall assessment of the new guidance, impact the Company’s current conclusions.

In February 2016, the FASB issued Accounting Standard Update No 2016-02 (“ASU No. 2016-02”), Leases (Topic 842), which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact the standard may have on its consolidated financial statements and related disclosures and does not expect this new standard to have a material effect on The Company.

~~Use of estimates~~

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company's most significant estimates relate to depreciation and recoverability of property and equipment, amortization, the valuation of derivative agreements and the reimbursement liability concerning equipment warranty and replacement costs under the ELAs. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions.

~~Cash and cash equivalents~~

The Company considers all highly-liquid investments with an original maturity of three months or less to be cash equivalents. The carrying amount of the Company's cash equivalents approximates fair value due to the short maturities of these investments and consists primarily of money market funds and other overnight investments. The Company maintains bank accounts with major banks, which from time to time may exceed the Federal Deposit Insurance Corporation's insured limits. The Company periodically assesses the financial condition of the institutions and believes that the risk of any loss is minimal.

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~~Concentration of credit risk~~

~~For~~$3.4 million during the year ended December 31, 2017, the Company had three customers that represented 34% of operating revenues and for the years ended December 31, 2016 and 2015, the Company had four customers that represented 44% and 49%, respectively, of operating revenues. At December 31, 2017 and 2016, three and four customers represented 39% and 57%, respectively, of net accounts receivable. These customers are each parties to DCDAs. None of the Company's other customers individually represented more than 10% of operating revenues or accounts receivable at December 31, 2017 or 2016, or for the years ended December 31, 2017, 2016 and 2015.

The Company has credit risk associated with certain accounts receivable, which consists primarily of amounts owed by the Major Studios and other digital content distributors. The Company actively monitors the status of its accounts receivable and has mechanisms2022. Equity in place to minimize the potential for incurring material accounts receivable credit losses. At December 31, 2017 and 2016, management has determined that there is no requirement for an allowance for doubtful accounts.

~~Concentration in foreign countries~~

The Company originally leased Digital Systems to AMC (pursuant to its ELA) for theatres located in Canada and receives revenues from CDCP pursuant to the CDCP MSA. In 2013, AMC sold the last of its Canadian theatres and, as a result, the Company no longer leases Digital Systems to AMC in Canada. The revenue previously earned from these operations was paid to the Company in U.S. dollars. For the years ended December 31, 2017, 2016 and 2015, revenues earned from Canadian sources totaled $1,799,000, $1,812,000 and $1,784,000, respectively. The carrying value of equipment deployed in Canada at December 31, 2017 and 2016 was zero. Revenue earned by the Company under the CNI MSA for theatres located in Latin America was $818,000, $825,000 and $825,000, for the years ended December 31, 2017, 2016 and 2015, respectively.

~~Fair value and credit risk~~

All current assets and liabilities are carried at cost, which approximates fair value due to the short-term maturities of those instruments. The Company's Credit Facility (see Note 7) is comprised of floating rate instruments and management believes fair value approximates carrying value.

~~Property and equipment, net~~

Property and equipment, net, is stated at cost, less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets as follows:


~~Computer equipment and software~~	~~3-5 years~~
~~Leasehold improvements~~	~~5 years~~
~~Digital cinema projection equipment~~	~~17.5 years~~
~~Furniture and fixtures~~	~~7 years~~

Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets. Certain costs of computer software developed or obtained for internal use are capitalized and amortized on a straight-line basis over three to five years. Costs for general and administrative expenses, overhead, maintenance and training, as well as the cost of software coding that does not add functionality to existing systems, are expensed as incurred. Upon the sale or other disposition of any property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and the gain or loss on disposal is included in the consolidated statements of operations and comprehensive income.

~~Deferred financing costs, net~~

Deferred financing costs are amortized on the interest method basis for the Credit Facility as described in Note 7 and by a charge to interest expense over the term of the Credit Facility and reported as a reduction of long-term debt, net. Accumulated amortization of deferred financing costs at December 31, 2017 and 2016 totaled $10,828,000 and $9,293,000, respectively.

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~~Fair value measurements~~

The Company accounts for and reports the fair value of certain assets and liabilities. The Company applies fair value accounting for financial assets and liabilities that are recognized or disclosed at fair value in its consolidated financial statements.

The Company utilizes valuation techniques that maximize the use of observable inputs (Levels 1 and 2) and minimize the use of unobservable inputs (Level 3) within the fair value hierarchy established by the Financial Accounting Standards Board Accounting Standards Codification ("ASC"):

~~Level 1: Quoted market prices in active markets for identical assets or liabilities.~~

~~Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.~~

~~Level 3: Unobservable inputs reflecting the reporting entity's own assumptions.~~

~~The following table sets forth, by level, the fair value measurements of the Company's consolidated financial assets ($ in thousands):~~

~~Fair Value Measurements~~



	~~December 31,~~
	~~2017~~	~~Level 1~~	~~Level 2~~	~~Level 3~~
~~Fair value of Interest Rate Swap~~	~~$1,279(1)~~	~~$ -~~	$ ~~1,279~~	~~$ -~~
~~(1)~~ ~~Reported in derivative assets on the consolidated balance sheets.~~

The fair value of the Company's asset under its Interest Rate Swap (as defined below) is based upon observable market-based inputs that reflect the present values of the difference between estimated future fixed rate payments and future variable receipts and, therefore, is classified within Level 2. The Level 2 fair value of the Company's Interest Rate Swap at December 31, 2016 was $620,000.

~~Accounting for derivatives~~

In March 2010, the Company executed (and in March 2011 amended) an interest rate swap agreement (as amended, the "Initial Swap") and an interest rate cap agreement (the "Initial Cap") to limit the Company's exposure to changes in interest rates. In May 2013, the Company terminated and made settlement payments in respect of the Initial Swap and Initial Cap (see Note 7) and executed new interest rate swap agreements (the "Interest Rate Swap"). Derivative financial instruments such as the Initial Swap, the Initial Cap and the current Interest Rate Swap are recorded at fair value. Changes in the fair value of derivative financial instruments are either recognized in accumulated other comprehensive income (loss) (a component of members’ equity) or in the consolidated statements of operations and comprehensive income depending on whether the derivative is being used to hedge changes in cash flows or fair value. The Company determined that the Initial Swap and Initial Cap were not effective hedging transactions; therefore, the changes in market value of the Initial Swap and Initial Cap were recorded as a component of interest expense in the consolidated statements of operations and comprehensive income. The Company has determined that the Interest Rate Swap is an effective cash flow hedging instrument and, as a result, changes in the fair value of the Interest Rate Swap are recognized in other comprehensive income (loss).

~~Income taxes~~

The Company is a limited liability company and, as such, is treated as a partnership for federal and state income tax purposes. Accordingly, as a partnership for tax purposes, the Company is not a taxable entity for federal income taxes and is not subject to significant state income taxes. However, the Company does pay certain state taxes based on revenue that are reported as income tax expense on the consolidated statements of operations and comprehensive income. Income or(earnings) loss of the Company as a limited liability company is reported to and included in the individual income tax returns of its members. Tax years ended December 31, 2016, 2015 and 2014 remain open to examination by federal and state taxing authorities with regard to the allocation of income or losses by the Company to its members.

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~~Impairment of long-lived assets~~

~~The Company reviews the recoverability of its long-lived assets when events or conditions exist that indicate a possible impairment. The assessment for recoverability is based~~non-consolidated entities primarily on the Company's ability to recover the carrying value of its long-lived assets from expected future undiscounted net cash flows. If the total of expected future undiscounted net cash flows is less than the total carrying value of an asset, the asset is deemed not to be recoverable and possibly impaired. The Company then estimates the fair value of the asset to determine whether an impairment loss should be recognized. An impairment loss will be recognized if the carrying value of the asset exceeds its fair value. Fair value is determined by computing the expected future discounted cash flows. No impairment charges were recorded for the years ended December 31, 2017, 2016 or 2015.

~~Revenue recognition~~

The majority of the Company's revenues are VPFs from Major Studios under the DCDAs. The Company earns VPF revenue when movies and certain other content distributed by Major Studios and other content distributors are booked and exhibited on screens utilizing the Company's Digital Systems. VPFs are earned and payable based on a fee schedule outlined in the DCDAs and other VPF agreements. The VPF revenue is recognized in the period in which it is earned, generally the first time the content is booked and exhibited in the theatre auditorium for which a Digital System has been installed.

The DCDAs with the Major Studios require the payment of VPFs for a period that ends on the earlier to occur of (i) the tenth anniversary of the "mean deployment date" for all Digital Systems scheduled to be deployed over a period of up to five years, or (ii) the date the Company achieves "cost recoupment", each as defined in the DCDAs. Cost recoupment occurs when revenues attributable to the Digital Systems exceed the costs associated with their purchase (including financing), deployment, administration and other allowed amounts, all as defined in the DCDAs.

In addition to VPF revenue, the Company also earns a fee each time certain digital content other than feature films (e.g., concerts, sporting events and opera performances) is booked and exhibited on a Digital System. The Company refers to fees derived on a per-exhibition basis from these alternative forms of digital content as alternative content fees ("ACFs"). ACFs may be paid by the distributor of the alternative content pursuant to an agreement with the Company or by the Exhibitor showing the content pursuant to its ELA. ACF revenue is recognized in the period in which the alternative content is exhibited.

Lease revenues in respect of the Digital Systems and certain other rental and usage fees are earned by the Company in accordance with the terms of the ELAs. All amounts due to the Company under these agreements are recognized as revenue when earned and any unearned amounts are recorded as deferred revenue. The initial lease term for each piece of equipment deployed under the ELAs begins on the date the equipment is placed in service and continues for 12 years, with the first and last month incurring one-half of the monthly lease payment otherwise due.

~~The Company generates multiple revenue streams from the leased Digital Systems under the ELAs as follows:~~

Lease fees are payable by the Exhibitors monthly and prior to March 31, 2014 were comprised of a fixed base lease rate plus a "step-up" rate component for all equipment (regardless of lease commencement date) that was to occur on October 1, 2016. The Company recognized lease revenue from these fees on a straight-line method making an allowance for the step-up in rent that was to occur. On March 31, 2014, the ELAs were amended to remove the scheduled step-up lease payments. The accumulated effects of the amendments are being amortized on a straight-line basis as a reduction in revenue over the remaining terms of the ELAs.

Subject to certain minimum revenue tests in the ELAs, additional rent ("Additional Rent") may be due in respect of complexes ("Additional Rent Complexes") that are not 100% converted to digital within four weeks of the initial deployment of a Digital System in the complex by the Company. Additional Rent, if any, is calculated and recognized on a monthly basis, but billed and paid semi-annually.

Contingent rent may be due under the ELAs if total revenues in respect of the Digital Systems deployed thereunder (calculated quarterly on a rolling last twelve month basis) fail to meet certain minimum revenue thresholds. The minimum revenue thresholds were prorated for the initial four quarters of the ELAs. Contingent rent, if any, is calculated and recognized monthly, but billed and paid quarterly.

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Peak period payments are due under the ELAs when the leased Digital Systems are taken out of service by an Exhibitor for one or more consecutive defined "peak periods" (generally a weekend) as a result of relocation, damage or a complex closing. Peak period payments, if any, are recognized, billed and paid monthly.

In accordance with the ELAs the Exhibitors are required to acquire extended warranties with respect to the leased Digital Systems covering the period from the expiration of the initial included manufacturer's warranty through the date of repayment of the Credit Facility (the "Warranty End Date"), but in no event later than 12 years from the effective date of the ELAs. Following the Warranty End Date, the Exhibitors may choose to continue extended warranty coverage through the expiration of the DCDAs (the "DCDA End Date"). The DCDA End Date will occur on the earlier of (i) the tenth anniversary of the "mean deployment date" of the Digital Systems or (ii) the date the Company achieves "cost recoupment", each as defined in the DCDAs. The Company expects that the Exhibitors will maintain extended warranty coverage through the DCDA End Date. Pursuant to the ELAs, the Company is required to reimburse the Exhibitor for the costs of the extended warranties (and/or equipment replacement costs) subject to quarterly caps set forth in the ELAs. This contractual obligation by the Company to incur costs at a future date for the extended warranties or replacement costs when the leased equipment is purchased creates a liability at the purchase date and a contra revenue adjustment in respect of revenues derived under the ELAs that is recognized on a straight-line basis over the term of the lease.

~~The Company also earns revenues in respect of the services DCIP provides under the MSAs. The revenues are earned ratably as the services are performed under the agreement.~~

~~Subsequent events~~

~~The Company has evaluated subsequent events through February 16, 2018, which is the date the consolidated financial statements were available to be issued.~~

~~Note 3 - Financing Transactions~~

On March 10, 2010, the Company completed a financing transaction to enable the purchase, deployment and leasing of Digital Systems for approximately 10,000 movie theatre screens operated by the Exhibitors in the United States and Canada over the subsequent three to five years. On March 31, 2011, the Company completed an incremental financing transaction to enable the purchase, deployment and leasing of Digital Systems for approximately 4,700 additional movie theatre screens operated by the Exhibitors in the United States and Canada. On May 17, 2013, the Company refinanced all of its outstanding senior secured debt, extending the term of that debt, and lowering its effective interest rate.

~~The financing transaction completed in March 2010~~ consisted of ~~a $79,472,000~~ equity ~~contribution to~~in earnings (loss) from DCIP from the Founding Members (subsequently contributed as equity to Kasima), a $135,000,000 long-term promissory note commitment to Parent from an investor group (the “Parent Notes”) and a $445,000,000 senior secured loan commitment (the Initial Credit Facility described in Note 7) to Kasima from a group of commercial banks. The equity contribution from the Founding Members consisted of $50,724,000 of previously installed Digital Systems and $28,748,000 of cash. The financing transaction completed in March 2011 consisted of a $220,000,000 incremental senior secured term loan (the Incremental Term Loan described in Note 7) to Kasima from a group of commercial banks and institutional investors. The refinancing transaction completed in May 2013 consisted of a $755,000,000 senior secured loan commitment (the Credit Facility described in Note 7) to Kasima from a group of commercial banks and institutional investors.

~~Note 4 - Consolidated Balance Sheet Components~~

~~Restricted cash~~

The Company had restricted cash of $5,891,000 and $4,372,000 at December 31, 2017 and 2016, respectively, in the form of an interest reserve escrow account related to the Credit Facility (see Note 7) and an excess cost escrow account for the funding of Digital Systems in excess of costs caps established in the related credit agreement.

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~~Accounts receivable, net~~

~~Accounts receivable, net consists of the following ($ in thousands):~~

December 31,

2017

2016
Accounts receivable
$       45,891

$         41,805
Accrued revenue
606

                205
Deferred revenue(1)
           (1,286)

           (1,268)
Total accounts receivable, net
$       45,211

$         40,742

~~(1)~~ ~~Deferred revenue consists of unearned amounts billed but not collected at December 31, 2017 and 2016.~~

~~Accounts payable and accrued liabilities~~

~~Accounts payable and accrued liabilities consists of the following ($ in thousands):~~

December 31,

2017

2016
Warranty reimbursement payable
$           9,041

$           6,641
Accrued bonus and compensation
894

856
Accrued equipment purchases leased to others
241

89
Other accrued liabilities
                  185

117
Accounts payable
147

79
Accrued taxes payable
140

139
Accrued interest payable
69

68
Deferred revenue(1)
-

40
Total accounts payable and accrued liabilities
$         10,717

$          8,029

~~(1)~~ ~~Deferred revenue consists of unearned amounts collected at December 31, 2017 and 2016.~~

~~Other noncurrent liabilities~~

~~Other noncurrent liabilities consist primarily of accrued long-term incentive compensation.~~

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~~Note 5 - Property and Equipment, net~~

~~Property and equipment, net consists of the following ($ in thousands):~~

December 31,

2017

2016
Equipment leased to others(1)
$   1,050,035

$   1,052,067
Equipment, not deployed
1,593

432
Computer equipment and software
6,151

5,872
Leasehold improvements
292

221
Furniture and fixtures
124

121
Total property and equipment
1,058,195

1,058,713
Less accumulated depreciation and amortization
(396,467)

(337,388)
Property and equipment, net
$      661,728

$      721,325

~~(1)At December 31, 2017 and 2016, the approximate carrying value of equipment leased to others was $659,000 and~~

~~$720,000, respectively.~~

~~Note 6 - Exhibitor Lease Fees~~

The Company earns lease revenues and other fees through the lease of Digital Systems to the Exhibitors in accordance with the ELAs described in Note 2. The aggregate future minimum lease revenues due under non-cancellable equipment lease agreements that have initial or remaining terms in excess of one year as of December 31, 2017 are as follows ($ in thousands):

Year ending December 31,

Amount
2018

$ 14,952
2019

14,952
2020

14,952
2021

14,952
2022

12,574
Thereafter

9,830
Total

$ 82,212

~~Revenues earned under the ELAs for the years ended December 31, 2017, 2016 and 2015 totaled $20,629,000, $19,699,000 and $18,062,000, respectively.~~

~~Note 7- Long-term Debt, net~~

~~Credit facilities~~

On March 10, 2010, DCIP, Holdings and Kasima entered into a credit agreement with JPMorgan Chase Bank, N.A. as Administrative Agent and a group of lenders which agreed to provide Kasima a $110 million revolving line of credit ("Initial Revolver") and a $335 million delayed draw term loan ("Initial Term Loan"). On March 31, 2011, this credit agreement was amended and restated to include a $220 million incremental term loan (the "Incremental Term Loan" and together with the Initial Revolver and the Initial Term Loan, the "Initial Credit Facility"). Borrowings under the Initial Credit Facility were used (i) to fund the purchase and installation of Digital Systems by Kasima, (ii) to reimburse the Company for its permitted operating expenses associated with management services it provides to Kasima and Holdings pursuant to the MSA, (iii) to fund payment of fees, interest and expenses payable under the Initial Credit Facility, (iv) to fund permitted distributions in respect of the Parent Notes and (v) for other permitted operating expenses of Kasima and Holdings including interest reserve requirements, closing costs and upfront fees associated with the Initial Credit Facility. All costs of the Digital Systems exceeding established caps were funded by capital contributions from the Founding Members.

The net proceeds from the Incremental Term Loan ($205 million) were used to prepay a portion of the Initial Term Loan and the Company's existing lenders agreed to increase their lending commitments by the amount prepaid and to extend

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the date of their Initial Term Loan commitments from March 10, 2012 to September 30, 2012. The Incremental Term Loan was fully drawn at closing on March 31, 2011. The Initial Revolver was available following the availability of the Initial Term Loan and subject to certain conditions through March 10, 2015, the maturity date (the "Original Maturity Date") of the Initial Term Loan and Initial Revolver. The maturity date of the Incremental Term Loan was March 31, 2017 (the "Incremental Maturity Date"). At December 31, 2012, the Initial Revolver was fully drawn, subject to hold-back provisions contained in the Initial Credit Facility. Each Initial Term Loan, Incremental Term Loan and Initial Revolver borrowing bore interest, at the option of Kasima, at either the Adjusted LIBO Rate or the Alternate Base Rate, each as defined in the Initial Credit Facility, plus the defined Applicable Rate, which was 2.50% in the case of borrowings based on the Alternate Base Rate and 3.75% for borrowings based on the Adjusted LIBO Rate. The Incremental Term Loan was further subject to an Adjusted LIBO Rate floor of 1.25%. The commitment fee on undrawn amounts in respect of the Initial Term Loan was 1.25% per annum and in respect of the Initial Revolver was 0.50% per annum.

On May 17, 2013, DCIP, Holdings and Kasima entered into a credit agreement with Barclays Bank PLC as Administrative Agent and a group of lenders which agreed to provide Kasima a $75 million revolving line of credit ("Revolver") and a $680 million term loan ("Term Loan B" and together with the Revolver, the "Credit Facility"). The Term Loan B was fully funded at the closing of the Credit Facility. Proceeds from the Term Loan B were used to repay all amounts outstanding under the Initial Credit Facility and to pay fees, transaction costs and other expenses incurred in connection with such repayment (including settlement payments associated with the termination of the Initial Swap and Initial Cap contracts) and the establishment of the Credit Facility. Proceeds from borrowings under the Revolver, which is currently undrawn, may be used for (i) the payment of operating expenses of Holdings and Kasima (including, without limitation, permitted payments to DCIP under the MSA in respect of services provided thereunder to the Company and Parent, payments under the Interest Rate Swap, the expenses of maintaining a credit rating, Administrative Agent fees and costs, expenses incurred under control agreements and other security documents and prepayments in respect of defined Excess Cash Flow), (ii) to the extent permitted, the payment of defined Restricted Payments, including in respect of interest on, and to fund the repayment of, the Parent Notes, (iii) defined Tax Distributions and (iv) any other working capital and general corporate purposes of the Company. All costs of Digital Systems exceeding established caps must be funded by capital contributions from the Founding Members. Each borrowing under the Revolver must be at least $20$12.2 million and ~~in $5~~$(14.5) million, ~~increments.~~

The Revolver is available, subject to certain conditions, through May 17, 2018, its maturity date. The maturity date of the Term Loan B is May 17, 2021 (the "Term Loan B Maturity Date"). At December 31, 2017, the Revolver was undrawn. The Revolver and Term Loan B borrowings each bear interest, at the option of Kasima, at either the Adjusted LIBO Rate or the Alternate Base Rate, each as defined in the Credit Facility, plus the defined Applicable Rate, which is 1.50% in the case of borrowings based on the Alternate Base Rate and 2.50% for borrowings based on the Adjusted LIBO Rate. The Term Loan B is further subject to an Adjusted LIBO Rate floor of 0.75%. The commitment fee on undrawn amounts in respect of the Revolver is 0.50% per annum.

The Term Loan B amortizes at 1.25% of its original principal amount per annum, payable in quarterly increments of $8.5 million commencing on September 30, 2014 with the remaining balance, including any unpaid interest and fees, payable on the Term Loan B Maturity Date. Prepayments of the Term Loan B reduce future mandatory amortization payments on a dollar-for-dollar basis. Commencing with the defined Test Date in respect of the fiscal year ended December 31, 2014 and annually on each Test Date thereafter, Kasima will prepay Term Loan B borrowings in an aggregate amount equal to 100% of defined Excess Cash Flow (generally the amount by which Cash Flow from Operations exceeds Consolidated Fixed Charges, each as defined, for the prior fiscal year); provided, however, that commencing with the Test Date in respect of the fiscal year ending December 31, 2017, any prepayments made in respect of Excess Cash Flow will be first used to prepay any outstanding borrowings under the Revolver and to permanently reduce the commitments thereunder. Kasima may at any time terminate or permanently reduce commitments under the Credit Facility without premium or penalty in $5 million increments of not less than $20 million.

The "Borrower" under the Credit Facility is Kasima and the Credit Facility is guaranteed by Holdings and each direct or indirect subsidiary of Holdings other than the Borrower. The Credit Facility is secured by a first priority lien on all of the assets of the Company (with certain negotiated exclusions), including contract rights, cash and securities accounts and the Digital Systems on Exhibitors' premises.

Under the Credit Facility, the Borrower is required to maintain compliance with certain financial covenants. Material covenants included an interest coverage ratio, minimum average revenues per deployed screen, capital expenditure limitations and excess cash flow. At December 31, 2017, the Company had excess cash flow of $1.8 million which will

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~~be paid in the first quarter of 2018. At December 31, 2017, the Borrower was in compliance with all of its Credit Facility covenants.~~

On September 27, 2016, the Credit Facility was amended to allow Kasima to make up to $20.0 million in distributions each fiscal year subject to the satisfaction of certain conditions, including having revenue per average screen of no less than $12,475 for the most recently completed four fiscal quarter period prior to any such distribution. As part of the same amendment, the Revolver was reduced from $75.0 million to $35.0 million. Following the effective date of the amendment in 2016, Kasima is making an annual distribution of $20.0 million to its member.

The Company's long-term debt consists of the Term Loan B with balances at December 31, 2017 and 2016 of $195.0 million and $320.0 million, respectively, and interest rates of 4.17% and 3.49%, respectively.

~~The Company's aggregate maturities of long-term debt are as follows ($ in thousands):~~

Years ending December 31,

Amount
2018

$ -
2019

-
2020

-
2021

195,000
Total

$ 195,000

~~Interest expense on long-term debt was $10,602,000, $15,472,000 and $21,194,000, for the years ended December 31, 2017, 2016 and 2015, respectively.~~

~~Long-term debt, net consists of the following ($ in thousands):~~

December 31,

2017

2016
Long-term debt
$     195,000

$     320,000
Deferred financing costs, net
(1,147)

(2,683)
Total long-term debt, net
$     193,853

$     317,317

~~Derivatives~~

The Interest Rate Swap contracts were entered into for interest expense cost protection from rising variable interest rates and are associated with the Company's Term Loan B which matures on May 17, 2021. Under the Interest Rate Swap contracts, the Company receives current market LIBO Rate interest payments, subject to an interest rate floor for the Term Loan B of 0.75% per annum, and pays a fixed rate of 1.29% calculated on the same notional principal amount (the "Notional Swap Amount") which changes for each fiscal quarter commencing as of the quarter ended June 30, 2013 and terminating on the contract expiration date of December 31, 2019. The Notional Swap Amount for the quarterly period ended December 31, 2017 was $191,401,000 and the then-current market LIBO Rate interest was (0.41%) per annum. The protection afforded by the Interest Rate Swap extends until December 31, 2019 and the Notional Swap Amount decreases quarterly beginning September 30, 2014.

~~Note 8 - Retirement Plan~~

The Company maintains a defined contribution plan for eligible employees under Section 401(k) of the Internal Revenue Code. The Company's plan provides for eligible employees to contribute up to 80% of eligible compensation with a Company contribution of 4% of eligible wages. All employees are eligible to participate in the plan upon hire. The Company's contributions to the plan totaled $140,000, $146,000 and $132,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

~~Note 9 - Commitments~~

~~Operating leases~~

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The Company has leased facilities in the states of New Jersey, Colorado and Minnesota. The aggregate future minimum lease payments under non-cancellable operating leases that have initial or remaining terms in excess of one year as of December 31, 2017 are as follows ($ in thousands):

Year Ending December 31,

Amount
2018

$ 167
2019

162
2020

110
2021

101
2022 and thereafter

8
Total

$ 548

~~Rent expense for operating leases for the years ended December 31, 2017, 2016 and 2015 totaled $201,000, $168,000 and $167,000, respectively.~~

~~Employment agreements~~

The Company has employment agreements with two of its key executives setting forth key compensation terms (generally annual salary plus a defined bonus) and providing each executive with a severance benefit in the case the executive's employment is terminated without cause or the executive resigns with good reason, each as defined.

~~Note 10 - Related Party Transactions~~

At December 31, 2017, all the Company's Digital Systems are leased to the Exhibitors under the ELAs. For the years ended December 31, 2017, 2016 and 2015, revenues earned from the Exhibitors totaled $20,629,000, $19,699,000 and $18,062,000, respectively. Net accounts receivable due from the Exhibitors totaled $1,762,000 and $880,000, at December 31, 2017 and 2016, respectively, and will be settled in cash. Payments under the ELAs are generally due on the fifth day of the month after billing. At times, the Company purchases digital equipment from the Exhibitors at cost subject to caps established in the ELAs. For the years ended December 31, 2017 and 2016, the Company had no liability for reimbursement of equipment purchases due to the Exhibitors. The $9,041,000 warranty reimbursement liability represents a liability to reimburse the Exhibitors for the extended equipment warranty and other replacement costs (as defined in the ELAs) as cash payments that began in 2011 and continues through the DCDA End Date (see Note 2). Warranty reimbursements earned for the years ended December 31, 2017, 2016 and 2015 totaled $32,680,000, $23,700,000 and $16,791,000, respectively. Cash reimbursement payments for the years ended December 31, 2017, 2016 and 2015 totaled $30,280,000, $21,755,000 and $15,410,000 and payables totaled $9,041,000 and $6,641,000 as of December 31, 2017 and 2016, respectively.

In 2017, 2016 and 2015, the Exhibitors terminated their ELAs with respect to an aggregate of 81, 54, and 34 Digital Systems, respectively. Pursuant to the terms of the ELAs, the Exhibitors were required to purchase these Digital Systems from the Company at a defined Termination Amount per Digital System. In 2017, 2016 and 2015, total Termination Amounts paid by the Exhibitors in the aggregate were $2,783,000, $1,657,000 and $1,856,000, respectively, resulting in a gain (loss) on sale to the Company of ($1,252,000), ($1,121,000) and $104,000, in 2017, 2016, and 2015, respectively.

For the years ended December 31, 2017, 2016 and 2015, revenues earned from Fathom Events totaled $3,004,000, $2,689,000 and $2,039,000, respectively, (see Note 1). Accounts receivable due from Fathom Events at December 31, 2017 and 2016, totaled $381,000 and $392,000, respectively.

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~~Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~

~~Not applicable~~

~~Item 9A. Controls and Procedures~~

~~(a)~~

~~Evaluation of disclosure controls and procedures.~~

The Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that material information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated these disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K and have determined that such disclosure controls and procedures were effective.

~~(b)~~

~~Management’s annual report on internal control over financial reporting.~~

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13a-15(f) of the Exchange Act. With management’s participation, an evaluation of the effectiveness of internal control over financial reporting was conducted as of December 31, 2017, based on the framework and criteria established in ~~Internal Control—Integrated Framework (2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company acquired Nordic Cinema Group Holding AB in March 2017. Due to the timing of the acquisition, management excluded Nordic Cinema Group Holding AB from its assessment of the effectiveness of the internal control over financial reporting as of December 31, 2017. The internal control over Nordic Cinema Group Holding AB financial reporting is associated with total assets of $1.3 billion and total revenues of $266.6 million, included in the consolidated financial statements of AMC Entertainment Holdings, Inc. as of and forduring the year ended December 31, ~~2017. Based~~2021, and December 31, 2020, respectively. In addition, the Company recorded impairment losses in the International markets during the year ended December 31, 2020 related to equity method investments of $8.6 million in equity in (earnings) loss of non-consolidated entities.

(5)

IncludesU.S. non-theatre distributions from equitymethod investments and International non-theatredistributions fromequitymethod investments to the extent received. The Company believes includingcash distributionsis an appropriatereflection ofthe contribution of these investments to the Company’s operations.

(6)

Attributable EBITDA includes the EBITDA from equity investments in theatre operators in certain International markets. See below for a reconciliation of the Company’s equity in (earnings) loss of non-consolidated entities to attributable EBITDA. Because these equity investments are in theatre operators in regions where the Company holds a significant market share, the Company believes attributable EBITDA is more indicative of the performance of these equity investments and management uses this measure to monitor and evaluate these equity investments. The Company also provides services to these theatre operators including information technology systems, certain on-screen advertising services and the Company’s gift card and package ticket program.

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	Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Equity in (earnings) loss of non-consolidated entities	$	1.6	$	(11.0)	$	30.9
Less:
Equity in (earnings) loss of non-consolidated entities excluding International theatre joint ventures		(5.4)		(13.5)		27.4
Equity in loss of International theatre joint ventures		(7.0)		(2.5)		(3.5)
Income tax provision		0.1		0.3		0.1
Investment expense (income)		0.2		(0.1)		(0.4)
Interest expense		0.1		0.2		0.1
Impairment of long-lived assets		4.2		—		—
Depreciation and amortization		2.8		5.6		3.2
Other expense		—		0.2		0.7
Attributable EBITDA	$	0.4	$	3.7	$	0.2

(7)

Other expense (income) during the year ended December 31, 2022, primarily consisted of a loss on ~~this evaluation, management has concluded that~~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.

During the year ended December 31, 2020 included a loss of $109.0 million related to the fair value adjustments of the Company’s derivative liability and derivative asset for the 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 due to a gain on extinguishment of the Second Lien Notes due 2026 of $(93.6) 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 or non-recurring expense included in general and administrative: other.

NOTE 14—ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the change in accumulated other comprehensive income (loss) by component:


	Foreign
(In millions)	Currency		Pension Benefits		Total
Balance December 31, 2020	$	60.1	$	(21.4)	$	38.7
Other comprehensive income (loss)		(78.7)		12.3		(66.4)
Realized loss on foreign currency transactions reclassified into investment expense (income)		(0.4)		—		(0.4)
Balance December 31, 2021	$	(19.0)	$	(9.1)	$	(28.1)
Other comprehensive income (loss)		(59.8)		10.6		(49.2)
Balance December 31, 2022	$	(78.8)	$	1.5	$	(77.3)

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The tax effects allocated to each component of other comprehensive income (loss) is as follows:


	Year Ended
	December 31, 2022						December 31, 2021						December 31, 2020
			Tax						Tax						Tax
	Pre-Tax		(Expense)		Net-of-Tax		Pre-Tax		(Expense)		Net-of-Tax		Pre-Tax		(Expense)		Net-of-Tax
(In millions)	Amount		Benefit		Amount		Amount		Benefit		Amount		Amount		Benefit		Amount
Unrealized foreign currency translation adjustment	$	(59.8)	$	—	$	(59.8)	$	(78.9)	$	—	$	(78.9)	$	66.8	$	0.2	$	67.0
Realized gain (loss) on foreign currency transactions, net of tax		—		—		—		(0.9)		0.5		(0.4)		1.9		—		1.9
Pension and other benefit adjustments:
Net gain (loss) arising during the period, net of tax		10.6		—		10.6		13.0		(0.7)		12.3		(4.1)		—		(4.1)
Other comprehensive income (loss)	$	(49.2)	$	—	$	(49.2)	$	(66.8)	$	(0.2)	$	(67.0)	$	64.6	$	0.2	$	64.8

NOTE 15—LOSS PER SHARE

On August 4, 2022, the Company announced that its Board of Directors declared a special dividend of one AMC Preferred Equity Unit for each share of 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 shares of 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 (1/100th) of a share of Series A Convertible Participating Preferred Stock evidenced by a depositary receipt pursuant to a deposit agreement. The Company has 50,000,000 Preferred Stock shares authorized, 10,000,000 of which have currently been allocated and 7,245,872 have been issued under 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 is similar to a stock split pursuant to ASC 505-20-25-4. Accordingly, all references made to share, per share, or common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the special dividend as a stock split.

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted loss per share includes the effects of unvested RSUs with a service condition only and unvested contingently issuable RSUs and PSUs that have service and performance conditions, if dilutive. Diluted loss per share for the year ended December 31, 2020 also includes potential dilutive shares from the conversion feature of the Convertible Notes due 2026, if dilutive.

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The following table sets forth the computation of basic and diluted loss per common share:


	Year Ended		Year Ended		Year Ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2020
Numerator:
Net loss for basic loss per share attributable to AMC Entertainment Holdings, Inc.	$	(973.6)	$	(1,269.1)	$	(4,589.1)
Net loss for diluted loss per share attributable to AMC Entertainment Holdings, Inc.	$	(973.6)	$	(1,269.1)	$	(4,589.1)

Denominator (shares in thousands):
Weighted average shares for basic loss per common share		1,047,689		954,820		234,424
Weighted average shares for diluted loss per common share		1,047,689		954,820		234,424

Basic loss per common share:	$	(0.93)	$	(1.33)	$	(19.58)
Diluted loss per common share:	$	(0.93)	$	(1.33)	$	(19.58)

Vested RSUs, PSUs, and SPSUs have dividend rights identical to the Company’s Common Stock and AMC Preferred Equity Units and are treated as outstanding shares for purposes of computing basic and diluted earnings per share. For the year ended December 31, 2022, December 31, 2021, and December 31, 2020, unvested RSUs of 2,523,364, 4,495,250, and 2,262,666, respectively, were not included in the computation of diluted earnings (loss) per share because they would be anti-dilutive.

Unvested PSUs and SPSUs are subject to performance and market conditions, respectively, and are included in diluted earnings per share, if dilutive, based on the number of shares, if any, that would be issuable under the terms of the Company’s 2013 Equity Incentive Plan if the end of the reporting period were the end of the contingency period. Unvested PSUs of 0, 0 and 1,298,418 for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively, and unvested SPSUs of 1,156,656 at the minimum market condition for the year ended December 31, 2020, were not included in the computation of diluted loss per share because they would not be issuable if the end of the reporting period were the end of the contingency period or they would be anti-dilutive.

On January 29, 2021, the $600.0 million principal amount of the Company’s Convertible Notes due 2026 were converted into the Company’s Common Stock at a conversion price of $6.76 per share and resulted in the issuance of 44,422,860 shares and 44,422,860 AMC Preferred Equity Units. For the year ended December 31, 2020, the Company used the if-converted method for calculating any potential dilutive effect of the Convertible Notes that were issued on September 14, 2018. The Company has not adjusted net loss for the year ended December 31, 2020 to eliminate the interest expense of $31.8 million and the loss for the derivative liability related to the Convertible Notes of $89.4 million in the computation of diluted loss per share because the effects would be anti-dilutive. The Company has not included in diluted weighted average shares approximately 71.0 million shares issuable upon conversion for the year ended December 31, 2020 as the effects would be anti-dilutive.

NOTE 16—SUBSEQUENT EVENTS

Equity Distribution Agreement. As part of the Equity Distribution Agreement described in Note 9—Stockholders’ Equity, the Company raised gross proceeds of approximately $9.6 million through the date of this filing through its at-the-market offering of approximately 6.6 million shares of its AMC Preferred Equity Units and paid fees to the sales agent of approximately $0.2 million. The Company is prohibited from selling more than $140.0 million worth of AMC Preferred Equity units until the earlier of the special stockholders meeting described below or April 6, 2023. Antara is prohibited from purchasing more than 26 million AMC Preferred Equity Units until the earlier of the special stockholders meeting or April 6, 2023.

Stock-Based Compensation. On February 23, 2023, AMC’s Board of Directors approved a modification to the 2022 PSU awards which lowered the Adjusted EBITDA and free cash flow performance targets such that 200% vesting was achieved for both tranches. This modification resulted in the immediate additional vesting of 2,389,589 Common Stock 2022 PSUs and 2,389,589 AMC Preferred Equity Unit 2022 PSUs. This was treated as a Type 3 modification

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(improbable-to-probable) which requires the Company to recognize additional stock compensation expense based on the modification date fair values of the Common Stock PSUs and AMC Preferred Equity Unit PSUs of $6.23 and $2.22, respectively. The Company will recognize $20.2 million of additional stock compensation expense in its financial statements during the three months ended March 31, 2023. See Item 9B. Other Information of this form 10-K for further information.

Additional Share Issuances Antara. On February 7, 2023, the Company issued 197,621,297 AMC Preferred Equity Units to Antara in exchange for $75.1 million in cash and $100.0 million aggregate principal of the Company’s 10%/12% Cash/PIK Toggle Second Lien Notes due 2026. The cash proceeds of $75.1 million and the carrying value of the notes of $118.6 million were recorded in Total stockholders’ deficit. The Company paid $1.4 million of accrued interest in cash upon exchange of the notes. On February 9, 2023, the Company and Antara agreed to a mutual waiver of the lock-up restrictions in the Forward Purchase Agreement restricting the sale, transfer, or other disposition of the AMC Preferred Equity Units. In accordance with the mutual waiver, the lock-up restrictions will not apply to (i) sales of AMC Preferred Equity Units by Antara in an amount not to exceed an aggregate of 26 million AMC Preferred Equity Units, and (ii) allow additional sales of AMC Preferred Equity Units by the Company in an amount not to exceed $140 million. The Company also agreed that prior to March 31, 2023, it will not issue or exchange, without Antara’s prior written consent, any Common Stock in return for cancellation of the Company’s outstanding indebtedness.

Senior Secured Credit Facility. On January 25, 2023, the Company entered into the Twelfth Amendment, pursuant to which the requisite revolving lenders party thereto agreed to extend the suspension period for the financial covenant under its Credit Agreement from a period ending March 31, 2023 to a period ending on March 31, 2024.

Derivative Stockholder Complaint. On January 6, 2023, the Company received approximately $14.0 million in settlement of the Lao Action as described in Note 11—Commitments and Contingencies. The Company expects to record the settlement as a credit to other income during the three months ended March 31. 2023.

Saudi Cinema Company. On December 30, 2022, the Company entered into an agreement to sell its 10.0% investment in Saudi Cinema Company, LLC for SAR 112.5 million ($30.0) million, subject to certain closing conditions. On January 24, 2023, the Saudi Ministry of Commerce recorded the sale of equity and the Company received the proceeds on January 25, 2023. The Company expects to record a gain on the sale of approximately $15.5 million in investment income during the three months ended March 31, 2023.

Debt Repurchases. The below table summarizes the cash debt repurchase transactions during January and February 2023, including related party transactions with Antara, which became a related party on February 7, 2023:


	Aggregate Principal		Reacquisition		Gain on		Accrued Interest
(In millions)	Repurchased		Cost		Extinguishment		Paid
Related party transactions:
Second Lien Notes due 2026	$	41.9	$	24.4	$	25.3	$	0.7
5.875% Senior Subordinated Notes due 2026		4.1		1.7		2.3		0.1
Total related party transactions		46.0		26.1		27.6		0.8
Non-related party transactions:
Second Lien Notes due 2026		24.2		12.0		16.7		0.2
Total non-related party transactions		24.2		12.0		16.7		0.2
Total debt repurchases	$	70.2	$	38.1	$	44.3	$	1.0

Special Meeting of Stockholders. Subsequent to the fiscal year ended December 31, 2022, the Board called a special meeting of the Company’s stockholders for March 14, 2023 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders will consider the following proposals:

Proposal No. 1: To approve an amendment to our Third Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to increase the total number of authorized shares of Common Stock from 524,173,073 shares of Common Stock to 550,000,000 shares of Common Stock (the “Share Increase Proposal”);

Proposal No. 2: To approve an amendment to our Certificate of Incorporation to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock, which together with the Share

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Increase Proposal, shall permit the full conversion of all outstanding shares of Series A Preferred Stock into shares of Common Stock (the “Reverse Split Proposal” and collectively with the Authorized Share Increase Proposal, the “Charter Amendment Proposals”). See Note 11—Commitments and Contingencies for further information; and

Proposal No. 3: To approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Charter Amendment Proposals (the “Adjournment Proposal”).

Each of the Share Increase Proposal and the Reverse Split Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect.

If the Charter Amendment Proposals are approved, the number of our outstanding shares of Common Stock as of February 8, 2023, the record date for the Special Meeting, would decrease from 517,580,416 to approximately 51,758,042 shares of Common Stock. Further, 9,298,497 shares of Series A Preferred Stock (represented by 929,849,612 APEs), as of the record date, will convert into 92,984,970 shares of Common Stock and the Series A Preferred Stock (and APEs) will cease to exist. Ultimately, based upon the outstanding equity interests as of the record date, approval of the Charter Amendment Proposals will result in a total of approximately 144,743,012 shares of Common Stock outstanding out of 550,000,000 authorized shares. The amount of Preferred Stock authorized in the Certificate of Incorporation will be unaffected by the Charter Amendment Proposals.

For additional information on the Special Meeting and the proposals under consideration, see the Company’s definitive proxy statement on Schedule 14A filed on February 14, 2023.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable

Item 9A. Controls and Procedures.

(a)

Evaluation of disclosure controls and procedures.

(b)

Management’s annual report on internal control over financial ~~reporting was effective as of December 31, 2017.~~reporting.

(c)

Changes in internal control over financial ~~reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report in Item 8 of Part II of this Annual Report on Form 10-K.~~

reporting.

There were no changes in its internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended December 31, 2022, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

Compensatory Arrangements of Certain Officers

In order to recognize the ongoing extraordinary efforts of the Company’s management team as the theatrical exhibition industry continues to lag its pre-pandemic performance, encourage continued engagement, and incentivize executives during continued difficult business conditions, on February 23, 2023, the Compensation Committee of the Company’s Board of Directors (the “Committee”), in consultation with the Company’s independent compensation consultant, approved immediately vested awards of the Company’s Common Stock and AMC Preferred Equity Units under the 2013 Equity Incentive Plan (“EIP”), to certain officers, including the named executive officers (“NEOs”) as described below:

~~(c)~~

~~Changes in internal control over financial reporting.~~

There has been no change in our internal control over financial reporting during the most recent calendar quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Item 9B. Other Information~~

~~None~~

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~~PART III~~

~~Item 10. Directors, Executive Officers and Corporate Governance~~

~~For information with respect to the executive officers of the Company, see “Executive Officers” included as a separate item at the end of Part I Item 1. of this Report.~~

All other information called for by this item is hereby incorporated herein by reference to the relevant information under the headings “Proposal 1 - Election of Directors”, “Section 16(A) Beneficial Ownership Reporting Compliance”, and “Corporate Governance” portions of our definitive proxy statement on Schedule 14A in connection with our 2018
NEO
Common Stock
AMC Preferred Equity Units
Adam Aron
933,213
933,213
Sean Goodman
196,400
196,400
Dan Ellis
84,572
84,572
Elizabeth Frank
104,039
104,039
Kevin Connor
81,217
81,217

As described in the Company’s definitive proxy statement on Schedule 14A in connection with its 2022 Annual Meeting of Stockholders, filed on April 29, 2022, each year the Committee approves annual grants under the EIP, half of which are designated as performance stock units (“PSUs”). The PSUs are divided into three equal tranches with each tranche allocated to a fiscal year during the three-year period covered by the grant (each a “Tranche Year”). Each tranche

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is eligible to vest based upon attainment of certain financial performance goals during its applicable Tranche Year. The performance goals are established at the beginning of the applicable Tranche Year based upon the Company’s financial plan, which in turn is highly dependent upon forecasts of overall industry box office. For the 2022 Tranche Year, primarily due to changes to studio movie release schedules which is outside the control of the Company, industry box office was significantly lower than the forecasts upon which the performance goals were predicated. As a result, PSUs allocated to the 2022 Tranche Year with Adjusted EBITDA performance goals vested at 0% and those with Free Cash Flow performance goals vested at only 79%. The awards reflected in the table were calculated based upon the difference between the vesting level of the PSUs allocated to the 2022 Tranche Year and the maximum vesting level of such PSUs, which the Committee believes would have been achieved had the performance goals been set based upon the ultimate industry box office level. Given the management team’s continued focus on maximizing results despite industry factors outside its control, the Committee felt that the awards were justified and consistent with the goals of the Company’s executive compensation programs, namely to attract, retain, motivate and reward talented executives.

As a result of the awards to the NEOs and other officers, in the first quarter of 2023 the Company estimates it will issue approximately 1.3 million shares of Common Stock and 1.3 million AMC Preferred Equity Units each net of tax withholding, incur approximately $20.2 of stock compensation expense, and make estimated cash payments of approximately $9.1 million to cover tax withholding.

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

Not applicable

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

For information with respect to the executive officers of the Company, see “Information about our Executive Officers” included as a separate item at the end of Part I, Item 1 of this Report.

All other information called for by this item is hereby incorporated herein by reference to the relevant information under the headings “Proposal 2 - Election of Directors”, “Delinquent Section 16(A) Reports”, and “Corporate Governance” in our definitive proxy statement on Schedule 14A in connection with our 2023 Annual Meeting of Stockholders, to be filed within 120 days after December 31, 2022 (the “Annual Meeting Proxy Statement”).

Item 11. Executive Compensation.

The information called for by this item is set forth under the headings “Executive Compensation”, “Compensation Committee Report on Executive Compensation”, “Compensation Committee Interlocks and Insider Participation”, “Compensation Policies and Practices as They Relate to Risk Management”, “Director Compensation” and “Compensation Discussion and Analysis” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information called for by this item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Equity Compensation Plan Information” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information called for by this item is set forth under the headings “Certain Relationships and Related Transactions” and “Director Independence” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

The information called for by this item is set forth under the headings “Principal Accountant Fees and Services” and “Audit Committee Pre-Approval Policy” in the Company’s 2023 Proxy Statement to be filed with the SEC within 120 days after December 31, 2022 and is incorporated herein by reference.

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Part IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1)The following financial statements are included in Part II, Item 8.

Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID 42)

Consolidated Statements of Operations—Years ended December 31, ~~2017 (the “Proxy Statement”).~~

~~Item 11. Executive Compensation.~~

The information called for by this item is set forth under the headings “Executive Compensation”, “Compensation Committee Report on Executive Compensation”, “Compensation Committee Interlocks and Insider Participation”, “Compensation Policies and Practices as They Relate to Risk Management”, “Director Compensation” and “Compensation Discussion and Analysis” in the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days after2022, December 31, ~~2017~~2021, and ~~is incorporated herein by reference.~~

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~

The information called for by this item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Equity Compensation Plan Information” in the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days after December 31, ~~2017 and is incorporated herein by reference.~~2020

~~Item 13. Certain Relationships and Related Transactions, and Director Independence.~~85

The information called for by this item is set forth under the headings “Certain Relationships and Related Transactions” and “Director Independence” in the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days afterConsolidated Statements of Comprehensive Loss—Years ended December 31, ~~2017 and is incorporated herein by reference.~~

~~Item 14. Principal Accounting Fees and Services~~

The information called for by this item is set forth under the headings “Principal Accounting Fees and Services” and “Audit Committee Pre-Approval Policy” in the Company’s 2018 Proxy Statement to be filed with the SEC within 120 days after2022, December 31, ~~2017~~2021, and ~~is incorporated herein by reference.~~December 31, 2020

~~174~~

~~Table of Contents~~Consolidated Balance Sheets—December 31, 2022 and December 31, 2021

~~Part IV~~

~~Item 15. Exhibits, Financial Statement Schedules~~

~~(a)(1)The following financial statements are included in Part II Item 8.~~


		~~Page~~
~~Reports of Independent Registered Public Accounting Firm~~		78
~~Consolidated Statements of Operations—Years ended December 31, 2017, December 31, 2016, and December 31, 2015~~		81
~~Consolidated Statements of Comprehensive Income (Loss)—Years ended December 31, 2017, December 31, 2016, and December 31, 2015~~		82
~~Consolidated Balance Sheets—December 31, 2017 and December 31, 2016~~		83
~~Consolidated Statements of Cash Flows—Years ended December 31, 2017, December 31, 2016, and December 31, 2015~~		84
~~Consolidated Statements of Stockholders’ Equity—Years ended December 31, 2017, December 31, 2016, and December 31, 2015~~		86
~~Notes to Consolidated Financial Statements—Years ended December 31, 2017, December 31, 2016, and December 31, 2015~~		87

Consolidated Statements of Cash Flows—Years ended December 31, 2022, December 31, 2021, and December 31, 2020

Consolidated Statements of Stockholders’ Equity (Deficit)—Years ended December 31, 2022, December 31, 2021, and December 31, 2020

Notes to Consolidated Financial Statements—Years ended December 31, 2022, December 31, 2021, and December 31, 2020

(a)(2)

Financial Statement Schedules—All schedules have been omitted because the necessary information is included in the Notes to the Consolidated Financial Statements.

~~(b)~~

~~Exhibits~~

(b) Exhibits

The Company has attached or incorporated by reference herein certain exhibits as specified below.

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Exhibit Number		Description
1.1		Equity Distribution Agreement, dated as of September 26, 2022 by and between AMC Entertainment Holdings, Inc. and Citigroup Global Markets Inc. (incorporated by reference ~~herein certain exhibits~~from Exhibit 1.1. to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on September 26, 2022).

3.1		Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-33892) filed on December 23, 2013).

3.1(a)		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc., dated as ~~specified below.~~of July 29, 2020 (incorporated by reference from Exhibit 3.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on July 31, 2020).

3.1(b)		Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc. dated as of January 25, 2021 (incorporated by reference from Exhibit 3.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on January 25, 2021).

3.1(c)		Certificate of Retirement of 24,057,143 Shares of Class B Common Stock of AMC Entertainment Holdings, Inc., dated as of November 1, 2018 (incorporated by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 8, 2018).

3.1(d)		Certificate of Retirement of 51,769,784 Shares of Class B Common Stock of AMC Entertainment Holdings, Inc., dated as of February 24, 2021 (incorporated by reference from Exhibit 4.32 to AMC’s Annual Report on Form 10-K (File No. 1-33892) filed on March 12, 2021).

3.2		Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 22, 2013, as amended).

3.2(a)		Amendment to the Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc., effective as of July 29, 2020 (incorporated by reference from Exhibit 3.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on July 31, 2020).

3.2(b)		Second Amendment to the Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on January 25, 2021).

3.2(c)		Third Amendment to the Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. effective as of May 4, 2021 (incorporated by reference from Exhibit 3.1(d) to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on May 6, 2021).

3.3		Certificate of Designations for the Series A Convertible Participating Preferred Stock (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-33892) filed on August 4, 2022).

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~~175~~

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~~HIDDEN_ROW~~

Exhibit Number		~~Description~~
~~2.1~~		Agreement and Plan of Merger, dated May 21, 2012, by and among AMC Entertainment Holdings, Inc., Dalian Wanda Group Co., Ltd. and, solely with respect to certain sections, the stockholder representative referenced therein (incorporated by reference from Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on October 8, 2013, as amended)
Exhibit Number		Description
3.4		Deposit Agreement among AMC Entertainment Holdings, Inc., Computershare Inc. and Computer Share Trust Company, N.A., dated as of August 4, 2022 (Previously filed as an exhibit to our Current Report on Form 8-K filed on August 4, 2022).

3.5		Form of Depository Receipt (incorporated by reference from Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 8, 2022).

4.1(a)		Credit Agreement, dated April 30, 2013, by and among AMC Entertainment Inc., the lenders and the issuers party thereto, Citicorp North America, Inc., as agent, and the other agents and arrangers party thereto (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).

4.1(b)		Guaranty, dated as of April 30, 2013, by AMC Entertainment Inc. and each of the other Guarantors party thereto in favor of the Guaranteed Parties named therein (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).

4.1(c)		Pledge and Security Agreement, dated as of April 30, 2013, by AMC Entertainment Inc. and each of the other Grantors party thereto in favor of Citicorp North America, Inc., as agent for the Secured Parties (incorporated by reference from Exhibit 10.3 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).

4.1(d)		First Amendment to Credit Agreement, dated as of December 11, 2015, by and among AMC Entertainment Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 4.1(d) to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2016).

4.1(e)		Second Amendment to Credit Agreement, dated as of November 8, 2016, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent. (incorporated by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 1-33892) filed on November 8, 2016).

4.1(f)		Third Amendment to Credit Agreement, dated as of May 9, 2017, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1-33892) filed on May 11, 2017).

4.1(g)		Fourth Amendment to Credit Agreement, dated as of June 13, 2017, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1-33892) filed on June 13, 2017).

4.1(h)		Fifth Amendment to Credit Agreement, dated as of August 14, 2018, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on August 7, 2018).

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Exhibit Number		Description

4.1(i)		Sixth Amendment to Credit Agreement, dated as of April 22, 2019, by and among AMC Entertainment Holdings, Inc., as borrower, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-33892) filed on April 25, 2019).

4.1(j)		Seventh Amendment to Credit Agreement, dated as of April 23, 2020, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on April 24, 2020).

4.1(k)		Eighth Amendment to the Credit Agreement, dated as of July 31, 2020, by and among AMC Entertainment Holdings, Inc., as borrower, and Citigroup North America, Inc. as administrative agent (incorporated by reference from Exhibit 10.3 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on July 31, 2020).

4.1(l)		Ninth Amendment to the Credit Agreement, dated as of March 8, 2021, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on March 9, 2021).

4.1(m)		Tenth Amendment to Credit Agreement, dated as of March 8, 2021, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto and the lenders party thereto (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on March 9, 2021).

4.1(n)		Eleventh Amendment to Credit Agreement, dated as of December 20, 2021, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on December 21, 2021).

4.1(o)		Twelfth Amendment to Credit Agreement, dated as of January 25, 2023, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on January 25, 2023).

4.2		Indenture, dated as of June 5, 2015, respecting AMC Entertainment Inc.’s 5.75% Senior Subordinated Notes due 2025, among AMC Entertainment Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on June 5, 2015).

4.2(a)		Second Supplemental Indenture, dated as of March 31, 2016, with respect to $600 million aggregate principal amount of 5.75% Senior Subordinated Notes due 2025, by and between AMC Entertainment Holdings, Inc., AMC Entertainment Inc., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1-33892) filed on March 31, 2016).

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~~2.2~~

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Exhibit Number		Description
4.8		Joinder No. 1 to First Lien Intercreditor Agreement, by and among AMC Entertainment Holdings, Inc., the guarantors party thereto, the First Lien Credit Facilities Collateral Agent, the Additional Silver Lake First Lien Notes Collateral Agent, the New First Lien Notes Collateral Agent and the Convertible First Lien Notes Collateral Agent, dated as of July 31, 2020 (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on July 31, 2020).

4.9		Term Loan Facility Agreement, dated as of February 15, 2021, by and among Odeon Cinemas Group Limited, the subsidiaries of Odeon Cinemas Group Limited party thereto, the lenders and other loan parties thereto and Lucid Agency Services Limited, as agent and security agent (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on February 17, 2021).

4.10		Indenture, dated as of February 14, 2022, among AMC Entertainment Holdings, Inc., the guarantors therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent, including the form of the 7.500% First Lien Notes due 2029 (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-33892) filed on February 14, 2022).

4.11		Indenture, dated as of October 20, 2022, among Odeon Finco PLC, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and security agent (including the form of the 12.75% Senior Secured Note due 2027) (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-33892 filed on October 20, 2022).

4.12		Guarantee Agreement, dated as of October 20, 2022, among AMC Entertainment Holdings, Inc. and U.S. Bank Trust Company, National Association (incorporated by reference from Exhibit 4.2 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on October, 20, 2022).

***10.1		Defined Benefit Retirement Income Plan for Certain Employees of American Multi-Cinema, Inc., as Amended and Restated, effective December 31, 2006, and as Frozen, effective December 31, 2006 (incorporated by reference from Exhibit 10.15(a) to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed June 18, 2007).

***10.2		American Multi-Cinema, Inc. Supplemental Executive Retirement Plan, as Amended and Restated, generally effective January 1, 2006, and as Frozen, effective December 31, 2006 (incorporated by reference from Exhibit 10.15(b) to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed June 18, 2007).

***10.3		Employment Agreement between AMC Entertainment Inc., American Multi-Cinema, Inc. and John D. McDonald which commenced July 1, 2001 (incorporated by reference from Exhibit 10.29 to Amendment No. 1 to the AMC’s Annual Report on Form 10-K (File No. 1-8747) filed on July 27, 2001).

10.4		Amended and Restated Exhibitor Services Agreement dated as of February 13, 2007 and Amended and Restated as of December 26, 2013, by and between National CineMedia, LLC and American Multi-Cinema, Inc. (Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.) (incorporated by reference from Exhibit 10.2.4 to National CineMedia, Inc.’s Annual Report on Form 10-K (File No. 1-33296) filed February 21, 2014).

~~2.3~~		Agreement and Plan of Merger dated as of March 3, 2016, by and among AMC Entertainment Holdings, Inc., Congress Merger Subsidiary, Inc., and Carmike Cinemas, Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1-333829) filed on March 4, 2016.)

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~~2.4~~

Share Purchase Agreement dated as of July 12, 2016, by and among AMC Entertainment Holdings, Inc., AMC (UK) Acquisition Limited, Monterey Capital III S.A.R.L., Odeon and UCI Cinemas Holdings Limited, Odeon and UCI Cinemas Group Limited, and certain Management Shareholders. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on July 13, 2016).

~~2.5~~

Amended and Restated Agreement and Plan of Merger dated as of July 24, 2016, by and among AMC Entertainment Holdings, Inc., Congress Merger Subsidiary, Inc., and Carmike Cinemas, Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on July 25, 2016).

~~2.6~~

Sale and Purchase Agreement dated as of January 20, 2017, by and among AMC Entertainment Holdings, Inc., Goldcup 14139 AB, European Cinemas S.à.r.l, Bonnier Holding AB, and certain Management Shareholders. (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on January 23, 2017).

~~3.1~~

Third Amended and Restated Certificate of Incorporation of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-33892) filed on December 23, 2013).

~~3.2~~

Third Amended and Restated Bylaws of AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 22, 2013, as amended).

~~4.1(a)~~

Credit Agreement, dated April 30, 2013, by and among AMC Entertainment Inc., the lenders and the issuers party thereto, Citicorp North America, Inc., as agent, and the other agents and arrangers party thereto (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).

~~4.1(b)~~

Guaranty, dated as of April 30, 2013, by AMC Entertainment Inc. and each of the other Guarantors party thereto in favor of the Guaranteed Parties named therein (incorporated by reference from Exhibit 10.2 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).

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~~HIDDEN_ROW~~

Exhibit Number		~~Description~~
~~4.1(c)~~		Pledge and Security Agreement, dated as of April 30, 2013, by AMC Entertainment Inc. and each of the other Grantors party thereto in favor of Citicorp North America, Inc., as agent for the Secured Parties (incorporated by reference from Exhibit 10.3 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on May 3, 2013).

~~4.1(d)~~		First Amendment to Credit Agreement, dated as of December 11, 2015, by and among AMC Entertainment Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 4.1(d) to the Company’s Annual Report on Form 10-K (File No. 1 - 33892) filed on March 10, 2016).

~~4.1(e)~~		Second Amendment to Credit Agreement, dated as of November 8, 2016, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent. (incorporated by reference from Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on November 8, 2016).

~~4.2~~		Indenture, dated as of February 7, 2014, respecting AMC Entertainment Inc.’s 5.875% Senior Subordinated Notes due 2022, among AMC Entertainment Inc. and U.S. Bank National Association, as Trustee (incorporated by reference from Exhibit 4.1 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on February 10, 2014).

~~4.3~~		Indenture, dated as of June 5, 2015, respecting AMC Entertainment Inc.’s 5.75% Senior Subordinated Notes due 2025, among AMC Entertainment Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit 4.1 to AMC’s Current Report on Form 8-K (File No. 1-8747) filed on June 5, 2015).

~~4.4~~		Second Supplemental Indenture, dated as of March 31, 2016, with respect to $600 million aggregate principal amount of 5.75% Senior Subordinated Notes due 2025, by and between AMC Entertainment Holdings, Inc., AMC Entertainment Inc., the guarantors party thereto and U.S. Bank National Association, as trustee. (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on March 31, 2016).

~~4.5~~		Second Supplemental Indenture, dated as of March 31, 2016, with respect to $375 million aggregate principal amount of 5.875% Senior Subordinated Notes due 2022, by and between AMC Entertainment Holdings, Inc., AMC Entertainment Inc., the guarantors party thereto and U.S. Bank National Association, as trustee. (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on March 31, 2016).

~~4.6~~		Indenture, dated as of November 8, 2016, respecting AMC Entertainment Holdings, Inc.’s 5.875% Senior Subordinated Notes due 2026 and 6.375% Senior Subordinated Notes due 2024, among AMC Entertainment Holdings, Inc., the guarantors named therein and U.S. Bank National Association, as trustee. (incorporated by reference from Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on November 8, 2016).

~~4.6(a)~~		Registration Rights Agreement, dated November 8, 2016, respecting AMC Entertainment Holdings, Inc.’s 5.875% Senior Subordinated Notes due 2026 and 6.375% Senior Subordinated Notes due 2024, among AMC Entertainment Holdings, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers of the 5.875% Senior Subordinated Notes due 2026 and 6.375% Senior Subordinated Notes due 2024. (incorporated by reference from Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on November 8, 2016).

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Exhibit Number		Description
~~HIDDEN_ROW~~

***10.5		Employment Agreement, dated as of November 6, 2002, by and among Kevin M. Connor, AMC Entertainment Inc. and American Multi-Cinema, Inc. (incorporated by reference from Exhibit 10.49 to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed on June 18, 2007).

***10.6		Employment Agreement, dated as of August 18, 2010, by and between Elizabeth Frank and AMC Entertainment Inc. (incorporated by reference from Exhibit 10.65 to AMC’s Form 10-KT (File No. 1-8747) filed on March 13, 2013).

***10.6(a)		First Amendment dated October 19, 2017, to the Employment Agreement between AMC Entertainment Holdings, Inc. as successor in interest to AMC Entertainment, Inc. and Elizabeth Frank and amends the Employment Agreement between Company and Executive which commenced August 18, 2010 (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 9, 2017).

10.7		Form of Indemnification Agreement by and between AMC Entertainment Holdings, Inc. and its Directors and Executive Officers (incorporated by reference from Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 22, 2013, as amended).

***10.8		Employment Agreement, dated as of December 14, 2015, by and among AMC Entertainment Holdings, Inc. and Adam M. Aron (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-33892) filed on December 15, 2015).

***10.9		AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 7, 2014).

***10.9(a)		AMC Entertainment Holdings, Inc. Clarifying Amendment to 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.27(a) to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2015).

***10.9(b)		Second Amendment to AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan, approved as of July 29, 2020 (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on July 31, 2020).

***10.9(c)		Third Amendment to the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan, approved as of October 30, 2020 (incorporated by reference from Exhibit 10.10 to AMC’s Current Report on Form 10-Q (File No. 1-33892) filed on November 4, 2020).

***10.9(d)		Fourth Amendment to the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan, effective as of August 15, 2022 (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on August 4, 2022).

***10.9(e)		Form of Stock Award Agreement (incorporated by reference from Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 27, 2013, as amended).


Exhibit Number		~~Description~~
~~4.7~~		Indenture for the 6.00% Senior Secured Notes due 2023, dated June 17, 2015, among Carmike Cinemas, Inc. and JP Morgan (incorporated by reference from Exhibit 4.1 to Carmike Cinemas, Inc.’s Current Report on Form 8-K filed on June 23, 2015).

164

Table of Contents

~~4.8~~

~~Form of 6.00% Senior Secured Note due 2023 (included in Exhibit 4.7)~~

~~4.9~~

Second Supplemental Indenture, dated March 23, 2016, to Indenture dated June 17, 2015, among Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.1 to Carmike Cinemas, Inc.’s Current Report on Form 8-K filed March 29, 2016).

~~4.10~~

Third Supplemental Indenture, dated February 17, 2017, to the Indenture dated June 17, 2015, among AMC Entertainment Holdings, Inc., Carmike Cinemas, Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Exhibit 4.10 to the Company’s Annual Report on Form 10-K (File No. 1 - 33892) filed on March 10, 2017).

~~4.11~~

Indenture, dated as of March 17, 2017, respecting AMC Entertainment Holdings, Inc.’s 6.125% Senior Subordinated Notes due 2027, among AMC Entertainment Holdings, Inc., the guarantors named therein and U.S. Bank National Association, as trustee. (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K (File No. 1 - 33892) filed on March 17, 2017).

~~4.12~~

Registration Rights Agreement, dated March 17, 2017, respecting AMC Entertainment Holdings, Inc.’s 6.125% Senior Subordinated Notes due 2027 and 6.375% Senior Subordinated Notes due 2024, among AMC Entertainment Holdings, Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers of the 6.125% Senior Subordinated Notes due 2027 and 6.375% Senior Subordinated Notes due 2024. (incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K (File No. 1 - 33892) filed on March 17, 2017).

***10.1

Management Stockholders Agreement of AMC Entertainment Holdings, Inc., dated August 30, 2012, by and among AMC Entertainment Holdings, Inc., Dalian Wanda Group Co., Ltd. and the management stockholders of AMC Entertainment Holdings, Inc. party thereto (incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on October 8, 2013, as amended).

***10.1(a)

Amendment No. 1 to the Management Stockholders Agreement of AMC Entertainment Holdings, Inc., dated December 17, 2013, by and among AMC Entertainment Holdings, Inc., Dalian Wanda Group Co., Ltd. and the management stockholders of AMC Entertainment Holdings, Inc. party thereto (incorporated by reference from Exhibit 10.1(a) to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed March 10, 2015).

***10.2

Defined Benefit Retirement Income Plan for Certain Employees of American Multi-Cinema, Inc., as Amended and Restated, effective December 31, 2006, and as Frozen, effective December 31, 2006 (incorporated by reference from Exhibit 10.15(a) to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed June 18, 2007).

***10.2(a)

American Multi-Cinema, Inc. Supplemental Executive Retirement Plan, as Amended and Restated, generally effective January 1, 2006, and as Frozen, effective December 31, 2006 (incorporated by reference from Exhibit 10.15(b) to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed June 18, 2007).

~~178~~

~~Table of Contents~~

~~HIDDEN_ROW~~

Exhibit Number		~~Description~~
***10.3		Employment Agreement between AMC Entertainment Inc., American Multi-Cinema, Inc. and John D. McDonald which commenced July 1, 2001 (incorporated by reference from Exhibit 10.29 to Amendment No. 1 to the AMC’s Annual Report on Form 10-K (File No. 1-8747) filed on July 27, 2001).

***10.4		Employment Agreement between AMC Entertainment Inc., American Multi-Cinema, Inc. and Craig R. Ramsey which commenced on July 1, 2001 (incorporated by reference from Exhibit 10.36 to AMC’s Quarterly Report on Form 10-Q (File No. 1-8747) filed on August 12, 2002).

~~10.5~~		Amended and Restated Exhibitor Services Agreement dated as of February 13, 2007 and Amended and Restated as of December 26, 2013, by and between National CineMedia, LLC and American Multi-Cinema, Inc. (Portions omitted pursuant to request for confidential treatment and filed separately with the Commission.) (incorporated by reference from Exhibit 10.2.4 to National CineMedia, Inc.’s Annual Report on Form 10-K (File No. 1-33296) filed February 21, 2014).

~~10.6~~		Third Amended and Restated Limited Liability Company Operating Agreement, dated February 13, 2007 between American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc. (incorporated by reference from Exhibit 10.3 to the AMC’s Current Report on Form 8-K (File No. 1-8747) filed February 20, 2007).

~~10.6(a)~~		First Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated as of March 16, 2009, by and among American Multi-Cinema, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc. (incorporated by reference from Exhibit 10.1.1 to National CineMedia, Inc.’s Quarterly Report on Form 10-Q (File No. 1-33296) filed August 7, 2009).

~~10.6(b)~~		Second Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated as of August 6, 2010, by and among American Multi-Cinema, Inc., AMC Showplace Theatres, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC and National CineMedia, Inc. (incorporated by reference from Exhibit 10.1 to National CineMedia, Inc.’s Current Report on Form 8-K (File No. 1-33296) filed August 10, 2010).

~~10.6(c)~~		Third Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC dated September 3, 2013, by and among American Multi-Cinema, Inc., AMC ShowPlace Theatres, Inc., Cinemark Media, Inc., Regal CineMedia Holdings, LLC, Regal Cinemas, Inc. and National CineMedia, Inc. (incorporated by reference from Exhibit 10.1.3 to National CineMedia, Inc.’s Current Report on Form 8-K (File No. 1-33296) filed September 3, 2013).

***10.7		Employment Agreement, dated as of November 6, 2002, by and among Kevin M. Connor, AMC Entertainment Inc. and American Multi-Cinema, Inc. (incorporated by reference from Exhibit 10.49 to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed on June 18, 2007).

***10.8		Employment Agreement, dated as of November 24, 2009, by and between Stephen A. Colanero and AMC Entertainment Inc. (incorporated by reference from Exhibit 10.48 to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed on June 3, 2011).

***10.9		Employment Agreement, dated as of July 1, 2001, by and between Mark A. McDonald and AMC Entertainment Inc. (incorporated by reference from Exhibit 10.48 to AMC’s Annual Report on Form 10-K (File No. 1-8747) filed on June 18, 2008).

~~179~~

~~Table of Contents~~

Exhibit Number		Description
~~HIDDEN_ROW~~
***10.9(f)		Form of Director Stock Award Notice and Agreement under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.3 to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on June 9, 2020).

***10.9(g)		Form of Restricted and/or Performance Stock Unit Award Notice and Agreement under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on June 9, 2020).

***10.9(h)		Form of First Modification to the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan Special Performance Stock Unit Award Notice & Agreement Dated February 26, 2020, First Modification Effective October 30, 2020 (incorporated by reference from Exhibit 10.11 to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 4, 2020).

***10.10		Restated American Multi-Cinema, Inc. Non-Qualified Deferred Compensation Plan dated September 29. 2016, by American Multi-Cinema, Inc. effective January 1, 2016. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 9, 2016).

***10.10(a)		Amendment No. 1 to the American Multi-Cinema, Inc. Non-Qualified Deferred Compensation Plan effective May 1, 2018 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on August 7, 2018).

10.10(b)		Termination Amendment to the American Multi-Cinema, Inc. Non-Qualified Deferred Compensation Plan, effective May 3, 2021 (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on May 6, 2021).

***10.11		Employment Agreement between AMC Entertainment Holdings, Inc. and Sean D. Goodman executed on October 6, 2020 (incorporated by reference from Exhibit 10.9 to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 4, 2020).

***10.11(a)		Amendment executed March 19, 2021, to the Employment Agreement between AMC Entertainment Holdings, Inc. and Sean D. Goodman executed on October 6, 2020 (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on March 19, 2021).

10.12		AMC Entertainment Holdings, Inc. Annual Incentive Compensation Program Continuing Structure, as amended and restated by the Compensation Committee February 23, 2021 (incorporated by reference from Exhibit 10.34 to AMC’s Annual Report on Form 10-K (File No. 1-33892) filed on March 12, 2021).

***10.13		AMC Entertainment Holdings, Inc. Non-Employee Director Compensation Program – Amended and Restated July 29, 2021 (incorporated by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on August 9, 2021).

10.14		AMC Entertainment Holdings, Inc. Annual Incentive Compensation Program Continuing Structure, as amended and restated by the Compensation Committee February 16, 2022 (incorporated by reference from Exhibit 10.15 to AMC’s Annual Report on Form 10-K (File No. 1-33892) filed on March 1, 2022).


Exhibit Number		~~Description~~
***10.10		Employment Agreement, dated as of August 18, 2010, by and between Elizabeth Frank and AMC Entertainment Inc. (incorporated by reference from Exhibit 10.65 to AMC’s Form 10-KT (File No. 1-8747) filed on March 13, 2013).

165

Table of Contents

***10.11

Management Subscription Agreement, dated as of May 21, 2012, by and among AMC Entertainment Holdings, Inc. and Craig R. Ramsey (incorporated by reference from Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on October 8, 2013, as amended).

***10.12

Management Subscription Agreement, dated as of May 21, 2012, by and among AMC Entertainment Holdings, Inc. and Elizabeth Frank (incorporated by reference from Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on October 8, 2013, as amended).

***10.13

Management Subscription Agreement, dated as of May 21, 2012, by and among AMC Entertainment Holdings, Inc. and John D. McDonald (incorporated by reference from Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on October 8, 2013, as amended).

***10.14

Management Subscription Agreement, dated as of May 21, 2012, by and among AMC Entertainment Holdings, Inc. and Mark A. McDonald (incorporated by reference from Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on October 8, 2013, as amended).

~~10.15~~

Registration Rights Agreement dated December 23, 2013 by and among AMC Entertainment Holdings, Inc. and Dalian Wanda Group Co., LTD. (incorporated by reference from Exhibit 10.17 to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2015).

~~10.16~~

Form of Indemnification Agreement by and between AMC Entertainment Holdings, Inc. and its Directors and Executive Officers (incorporated by reference from Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 22, 2013, as amended).

***10.17

Employment Agreement, dated as of December 14, 2015, by and among AMC Entertainment Holdings, Inc. and Adam M. Aron (incorporated by reference from Exhibit 10.1 to the Company’s Current Report Form 8-K (File No. 1-33892) filed on December 15, 2015).

***10.18

~~Form of Stock Award Agreement (incorporated by reference from Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 27, 2013, as amended).~~

***10.19

Form of Performance Stock Unit Award Agreement (incorporated by reference from Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No. 333-190904) filed on November 27, 2013, as amended).

***10.20

~~Form of Performance Stock Unit Award Notice and Agreement (incorporated by reference from Exhibit 10.22 to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2015).~~

***10.21

Form of Restricted Stock Unit Award Notice and Agreement for individuals covered by Section 1629(m) of the Internal Revenue Code (incorporated by reference from Exhibit 10.23 to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2015).

~~180~~

~~Table of Contents~~

~~HIDDEN_ROW~~

Exhibit Number		~~Description~~
***10.22		~~Form of Restricted Stock Unit Award Notice and Agreement (incorporated by reference from Exhibit 10.24 to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2015).~~

~~10.23~~		Tax Payment Agreement dated October 15, 2013 among Wanda America Investment Holding Co. Ltd, AMC Entertainment Holdings, Inc. and American Multi-Cinema Inc. (incorporated by reference from Exhibit 10.33 to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 4, 2014).

***10.24		AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 7, 2014).

***10.24(a)		AMC Entertainment Holdings, Inc. Clarifying Amendment to 2013 Equity Incentive Plan (incorporated by reference from Exhibit 10.27(a) to the Company’s Annual Report on Form 10-K (File No. 1-33892) filed on March 10, 2015).

*10.25		~~Annual Incentive Compensation Program.~~

***10.26		Form of Performance Stock Unit Award Notice and Agreement under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan. (incorporated by reference from Exhibit 10.31 to the Company's Annual Report on Form 10-K (File No. 1-33892) filed on March 8, 2016).

***10.27		Form of Restricted Stock Unit Award Notice and Agreement under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan for officers covered by Section 162(m) of the Internal Revenue Code. (incorporated by reference from Exhibit 10.32 to the Company's Annual Report on Form 10-K (File No. 1-33892) filed on March 8, 2016).

***10.28		Form of Restricted Stock Unit Award Notice and Agreement under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan. (incorporated by reference from Exhibit 10.33 to the Company's Annual Report on Form 10-K (File No. 1-33892) filed on March 8, 2016).

~~10.29~~		Debt Commitment Letter dated March 3, 2016, by and among AMC Entertainment Inc. and Citigroup Global Markets, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-333892) filed on March 4, 2016).

~~10.30~~		Debt Commitment Letter dated July 12, 2016, by and among AMC Entertainment Holdings, Inc. and Citigroup Global Markets, Inc. (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1 - 33892) filed on July 13, 2016).

~~10.31~~		Second Amended and Restated Debt Commitment Letter July 24, 2016, by and among AMC Entertainment Holdings, Inc. and Citigroup Global Markets, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, and HSBC Bank USA, N.A. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on July 25, 2016).

***10.32		Restated American Multi-Cinema, Inc. Non-Qualified Deferred Compensation Plan dated September 29. 2016, by American Multi-Cinema, Inc. effective January 1, 2016. (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1 - 33892) filed on November 9, 2016).

~~181~~

~~Table of Contents~~

Exhibit Number	Description
~~HIDDEN_ROW~~

Exhibit Number	~~Description~~
***10.33	AMC Entertainment Holdings, Inc. Non-Employee Director Compensation Program Summary Revised November 3, 2016, Effective January 1, 2017. (incorporated by reference from Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1 - 33892) filed on November 9, 2016).
***10.15

~~10.34~~	Debt Commitment Letter dated January 20, 2017, by and among AMC Entertainment Holdings, Inc. and Citigroup Global Markets, Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1 - 33892) filed on January 23, 2017).

***10.35	~~Form of Restricted and/or Performance Stock Unit Award Notice and Agreement under the AMC Entertainment Holdings, Inc. 2013 Equity Incentive Plan.(incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on May 8, 2017).~~

~~10.36~~	Third Amendment to Credit Agreement, dated as of May 9, 2017, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 4.1 to the Company's Form 8-K (File No. 1 - 33892) filed on May 11, 2017).

~~10.37~~	Fourth Amendment to Credit Agreement, dated as of June 13, 2017, by and among AMC Entertainment Holdings, Inc., as borrower, the other loan parties party thereto, the lenders party thereto and Citicorp North America, Inc., as administrative agent (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1 - 33892) filed on June 13, 2017).

~~10.38~~	First Amendment dated October 19, 2017, to the Employment Agreement between AMC Entertainment Holdings, Inc. as successor in interest to AMC Entertainment, Inc. and Elizabeth Frank and amends the Employment Agreement between Company and Executive which commenced August 18, 2010 (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1 - 33892) filed on November 9, 2017).

~~10.39~~	First Amendment dated October 13, 2017, to the Employment Agreement between AMC Entertainment Holdings, Inc. as successor in interest to AMC Entertainment, Inc. and Stephen Colanero and amends the Employment Agreement between Company and Executive which commenced November 24, 2009. (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 1 - 33892) filed on November 9, 2017).

*21	~~Subsidiaries of AMC Entertainment Holdings, Inc.~~

*23.1	~~Consent of KPMG LLP, Independent Registered Public Accounting Firm~~

*23.2	~~Consent of CohnReznick LLP as to Digital Cinema Implementation Partners, LLC’s financial statements.~~

*31.1	~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.~~

*31.2	~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.~~

*32.1	~~Section 906 Certifications of Adam M. Aron (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.~~

**101.INS	~~XBRL Instance Document~~

**101.SCH		Employment Agreement, dated as of December 20, 2016, by and between Daniel E. Ellis and AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 10.1 to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on May 9, 2022).

***10.16	Employment Agreement, dated as of March 7, 2022, by and between Eliot Hamlisch and AMC Entertainment Holdings, Inc. (incorporated by reference from Exhibit 10.2 to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on May 9, 2022).

***10.17	AMC Entertainment Holding’s, Inc. Non-Employee Director Compensation Plan – Amended and Restated October 27, 2022, Effective January 1, 2023 (incorporated by reference from Exhibit 10.3 to AMC’s Quarterly Report on Form 10-Q (File No. 1-33892) filed on November 8, 2022).

10.18	Forward Purchase Agreement, dated as of December 22, 2022, by and between AMC Entertainment Holdings, Inc. and Antara Capital LP (incorporated by reference from Exhibit 10.1 to AMC’s Current Report on Form 8-K (File No. 1-33892) filed on December 22, 2022).

*21	Subsidiaries of AMC Entertainment Holdings, Inc.

*23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

*31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.

*31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.

*32.1	Section 906 Certifications of Adam M. Aron (Chief Executive Officer) and Sean D. Goodman (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.

**101.INS	Inline XBRL Instance Document

**101.SCH	Inline XBRL Taxonomy Extension Schema Document

~~182~~

~~Table of Contents~~

~~HIDDEN_ROW~~

Exhibit Number		~~Description~~

**101.CAL		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

**101.DEF		~~XBRL Taxonomy Extension Definition Linkbase Document~~

**101.LAB		~~XBRL Taxonomy Extension Label Linkbase Document~~

**101.PRE
**101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

**101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

**101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

**101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

~~(c)~~

~~Separate Financial Statements of Subsidiaries Not Consolidated~~

**104

~~The following financial statements of Digital Cinema Implementation Partners, LLC are~~

Cover Page Interactive Data File (formatted as ~~follows:~~

		inline XBRL and contained in Exhibit 101).
		~~Page~~
~~Independent Auditor's Report~~		~~157~~
Consolidated Balance Sheets December 31, 2017 and 2016		~~158~~
Consolidated Statements of Operations and Comprehensive Income Years Ended December 31, 2017, 2016 and 2015		~~159~~
Consolidated Statements of Members' Equity Years Ended December 31, 2017, 2016 and 2015		~~160~~
Consolidated Statements of Cash Flows Years Ended December 31, 2017, 2016 and 2015		~~161~~
~~Notes to Consolidated Financial Statements~~		~~162~~

* Filed herewith.

** Submitted electronically with this Report.

*** Management contract, compensatory plan or arrangement.

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

~~None.~~

~~183~~

~~Table of Contents~~

~~SIGNATURES~~

* Filed herewith.

** Submitted electronically with this Report.

*** Management contract, compensatory plan or arrangement.

166

Table of Contents

Item 16. Form 10-K Summary.

None

167

Table of Contents

SIGNATURES

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


	AMC ENTERTAINMENT HOLDINGS, INC.

	By:	/s/ Chris A. Cox
		Chris A. Cox
		Senior Vice President and Chief Accounting Officer
	Date: February 28, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ ADAM M. ARON

Chairman of the ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Board, Chief Executive Officer and President


Adam M. Aron	(principal executive officer)
		February 28, 2023
/s/ ANTHONY J. SAICH
Anthony J. Saich	Director
		February 28, 2023
/s/ DENISE CLARK
Denise Clark	Director
		February 28, 2023
/s/ KATHLEEN M. PAWLUS
Kathleen M. Pawlus	Director
		February 28, 2023
/s/ HOWARD KOCH, JR.
Howard Koch, Jr.	Director
		February 28, 2023
/s/ PHILIP LADER
Philip Lader	Director
		February 28, 2023
/s/ ADAM J. SUSSMAN
Adam J. Sussman	Director
		February 28, 2023
/s/ GARY F. LOCKE
Gary F. Locke	Director
		February 28 2023
/s/ KERI PUTNAM
Keri Putnam	Director
		February 28, 2023
/s/ SEAN D. GOODMAN	Executive Vice President, International Operations
Sean D. Goodman	Chief Financial Officer and Treasurer (principal financial officer)
		February 28, 2023
/s/ CHRIS A. COX	Senior Vice President and Chief Accounting
Chris A. Cox	Officer (principal accounting officer)
		February 28, 2023
	~~AMC ENTERTAINMENT HOLDINGS, INC.~~

	~~By:~~	~~/s/ Chris A. Cox~~
		~~Chris A. Cox~~
		~~Senior Vice President and Chief Accounting Officer~~
	~~Date: March 1, 2018~~

168


~~/s/ LIN ZHANG~~
~~Lin (LINCOLN) Zhang~~	~~Chairman of the Board~~
		~~March 1, 2018~~
~~/s/ ADAM M. ARON~~	~~Chief Executive Officer, Director and President~~
~~Adam M. Aron~~	~~(principal executive officer)~~
		~~March 1, 2018~~
~~/s/ ANTHONY J. SAICH~~
~~Anthony J. Saich~~	~~Director~~
		~~March 1, 2018~~
~~/s/ MAOJUN JOHN ZENG~~
~~Maojun (JOHN) Zeng~~	~~Director~~
		~~March 1, 2018~~
~~/s/ LLOYD HILL~~
~~Lloyd Hill~~	~~Director~~
		~~March 1, 2018~~
~~/s/ GARY F. LOCKE~~
~~Gary F. Locke~~	~~Director~~
		~~March 1, 2018~~
~~/s/ KATHLEEN M. PAWLUS~~
~~Kathleen M. Pawlus~~	~~Director~~
		~~March 1, 2018~~
~~/s/ HOWARD KOCH, JR.~~
~~Howard Koch, Jr.~~	~~Director~~
		~~March 1, 2018~~
~~/s/ CRAIG R. RAMSEY~~	~~Executive Vice President and Chief Financial~~
~~Craig R. Ramsey~~	~~Officer (principal financial officer)~~
		~~March 1, 2018~~
~~/s/ CHRIS A. COX~~	~~Senior Vice President and Chief Accounting~~
~~Chris A. Cox~~	~~Officer (principal accounting officer)~~
		~~March 1, 2018~~

~~184~~


		Page
PART I
Item 1.	Business	4
~~Item 1A.~~	~~Risk Factors~~	23
~~Item 1B.~~	~~Unresolved Staff Comments~~	36
~~Item 2.~~	~~Properties~~	36
~~Item 3.~~	~~Legal Proceedings~~	37
~~Item 4.~~	~~Mine Safety Disclosures~~	37
~~PART II~~5
Item 5.1A.	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	38 40
Item 6.	~~Selected Financial Data~~[Reserved]	42 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	76 79
Item 8.	Financial Statements and Supplementary Data	77 81
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~173~~
~~Item 9A.~~	~~Controls and Procedures~~		~~173~~
~~Item 9B.~~	~~Other Information~~		~~173~~
~~PART III~~155
Item ~~10.~~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	~~174~~ 157
Item 11.	Executive Compensation	~~174~~ 157
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~174~~ 157
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~174~~
~~Item 14.~~	~~Principal Accounting Fees and Services~~		~~174~~
~~PART IV~~157
Item ~~15.~~14.	Principal Accountant Fees and Services	157
PART IV
Item 15.	Exhibits, Financial Statement Schedules	~~175~~ 158
Item 16	Form 10-K Summary	~~183~~ 167


U.S. Markets	Theatres(1)	Screens(1)
Alabama	18	232
Arizona	12	194
Arkansas	6	61
California	58	784
Colorado	15	199
Connecticut	6	74
Delaware	1	14
Florida	42	656
Georgia	35	438
Idaho	1	11
Illinois	54	612
Indiana	25	329
Iowa	7	92
Kansas	8	113
Kentucky	7	70
Louisiana	7	99
Maryland	12	132
Massachusetts	10	133
Michigan	19	251
Minnesota	10	126
Missouri	12	150
Montana	5	52
Nebraska	5	57
Nevada	2	28
New Hampshire	1	10
New Jersey	27	356
New Mexico	2	14
New York	26	280
North Carolina	25	338
North Dakota	4	30
Ohio	16	205
Oklahoma	18	182
Oregon	1	12
Pennsylvania	29	322
South Carolina	8	80
South Dakota	4	31
Tennessee	22	255
Texas	46	694
Utah	3	33
Virginia	12	164
Washington	14	166
West Virginia	2	20
Wisconsin	6	73
Wyoming	1	9
District of Columbia	5	43
Total U.S. Markets	649	8,224

International Markets
Austria	3	38
Denmark	2	10
Estonia	3	15
Finland	24	139
Germany	23	203
Ireland	11	77
Italy	49	495
Latvia	1	14
Lithuania	6	40
Norway	11	74
Portugal	3	45
Spain	46	514
Sweden	73	401
United Kingdom	110	880
Total International Markets	365	2,945
Total	1,014	11,169


					Permanent/Temporary
					Closures/(Openings),
	New Builds		Acquisitions		net		Total Theatres
	Number of	Number of	Number of	Number of	Number of	Number of	Number of	Number of
Fiscal Year	Theatres	Remodels	Theatres	Screens	Theatres	Screens	Theatres	Screens
Beginning balance							342	4,975
Calendar 2013	1	12	4	37	4	61	343	4,963
Calendar 2014	3	29	4	36	4	81	346	4,947
Calendar 2015	2	23	40	410	1	(46)	387	5,426
Calendar 2016	2	17	520	5,201	3	86	906	10,558
Calendar 2017	12	96	128	736	32	221	1,014	11,169
	20	177	696	6,420	44	403


Format	Theatres	Screens
Digital	1,014	11,169
3D enabled (includes IMAX, ETX and IDX)	1,014	5,471
IMAX (3D enabled)	208	209
Dolby Cinema at AMC	89	89
Other PLF (3D enabled)	99	99
Dine-in theatres	28	430
Premium seating	268	2,631


	Box Office			Average
	Revenues		Attendance	Ticket		Number of	Indoor
Calendar Year	(in millions)		(in millions)	Price		Theatres	Screens
2017	$	11,065	1,233	$	8.97	5,398	39,798
2016		11,372	1,314		8.65	5,472	39,579
2015		11,135	1,321		8.43	5,484	39,411
2014		10,353	1,267		8.17	5,463	39,356
2013		10,921	1,343		8.13	5,326	39,368
2012		10,837	1,361		7.96	5,317	39,056
2011		10,174	1,283		7.93	5,331	38,974
2010		10,566	1,339		7.89	5,399	38,902
2009		10,596	1,413		7.50	5,561	38,605
2008		9,631	1,341		7.18	5,403	38,201
2007		9,664	1,405		6.88	5,545	38,159
2006		9,210	1,406		6.55	5,543	37,765


Property Holding Classification	Theatres	Screens
Owned	68	579
Leased pursuant to ground leases	14	133
Leased pursuant to building leases	867	10,123
Total	949	10,835


	2017
	High		Low
First Quarter (January 1, 2017 - March 31, 2017)	$	34.90	$	29.10
Second Quarter (April 1, 2017 - June 30, 2017)		32.10		22.15
Third Quarter (July 1, 2017 - September 30, 2017)		23.60		12.05
Fourth Quarter (October 1, 2017 - December 31, 2017)		16.50		10.80


	2016
	High		Low
First Quarter (January 1, 2016 - March 31, 2016)	$	29.92	$	19.28
Second Quarter (April 1, 2016 - June 30, 2016)		30.31		25.75
Third Quarter (July 1, 2016 - September 30, 2016)		32.28		26.97
Fourth Quarter (October 1, 2016 - December 31, 2016)		35.65		30.40


			Amount per		Total Amount
			Share of		Declared
Declaration Date	Record Date	Date Paid	Common Stock		(In millions)(1)
February 14, 2017	March 13, 2017	March 27, 2017	$	0.20	$	26.2
April 27, 2017	June 5, 2017	June 19, 2017		0.20		26.5
August 3, 2017	September 11, 2017	September 25, 2017		0.20		26.5
October 27, 2017	December 4, 2017	December 18, 2017		0.20		25.9
February 25, 2016	March 7, 2016	March 21, 2016		0.20		19.8
April 27, 2016	June 6, 2016	June 20, 2016		0.20		19.8
July 25, 2016	September 6, 2016	September 19, 2016		0.20		19.8
November 3, 2016	December 5, 2016	December 19, 2016		0.20		20.7


	Purchases of Equity Securities
					Approximate Dollar
				Total Number of	Value of Shares that
				Shares Purchased as	May Yet Be
				Part of Publicly	Purchased Under the
	Total Number of	Average Price Paid		Announced Plans or	Plans or Program (a)
Period	Shares Purchased	Per Share		Programs (a)	(in millions)
October 1, 2017 through October 31, 2017	826,905	$	14.39	826,905	$	71.6
November 1, 2017 through November 30, 2017	124,630	$	13.02	124,630	$	69.9
December 1, 2017 through December 31, 2017	1,176,021	$	14.89	1,176,021	$	52.5
Total	2,127,556			2,127,556


	12/18/13	12/13	3/14	6/14	9/14	12/14	3/15	6/15	9/15
AMC	100.00	110.60	130.52	135.04	125.87	144.46	196.96	171.47	141.82
S&P 500	100.00	102.53	104.38	109.85	111.09	116.57	117.67	118.00	110.40
Peer Group	100.00	101.00	92.46	110.20	106.06	115.14	137.58	124.82	105.86


	12/15	3/16	6/16	9/16	12/16	3/17	6/17	9/17	12/17
AMC	136.21	160.10	159.01	180.23	196.23	184.64	134.71	88.34	92.04
S&P 500	118.18	119.77	122.71	127.44	132.31	140.34	144.67	151.16	161.20
Peer Group	109.09	120.13	124.55	128.62	127.11	145.20	129.92	115.00	130.18


	Year Ended
	December 31,
(In millions, except operating data)	2017		2016		2015		2014		2013
Statement of Operations Data:
Revenues:
Admissions	$	3,229.5	$	2,049.4	$	1,892.0	$	1,765.4	$	1,847.3
Food and beverage		1,548.4		1,019.1		910.1		797.7		786.9
Other revenue		301.3		167.4		144.8		132.3		115.2
Total revenues		5,079.2		3,235.9		2,946.9		2,695.4		2,749.4
Operating Costs and Expenses:
Film exhibition costs		1,604.3		1,089.5		1,021.4		934.3		976.9
Food and beverage costs		252.1		142.2		128.6		112.0		107.3
Operating expense, excluding depreciation and amortization below		1,548.0		873.5		795.7		733.3		726.7
Rent		794.4		505.5		467.8		455.2		451.8
General and administrative:
Merger, acquisition and transactions costs(1)		63.0		47.9		3.4		1.2		2.9
Other, excluding depreciation and amortization below(2)		133.4		90.7		58.2		64.9		97.3
Depreciation and amortization		538.6		268.2		233.0		216.3		197.5
Impairment of long-lived assets		43.6		5.5		1.7		3.1		—
Operating costs and expenses		4,977.4		3,023.0		2,709.8		2,520.3		2,560.4
Operating income		101.8		212.9		237.1		175.1		189.0
Other expense (income)(3)		(1.7)		(0.4)		10.7		(8.3)		(1.4)
Interest expense:
Corporate borrowings		231.6		110.7		96.8		111.0		129.9
Capital and financing lease obligations		42.4		10.8		9.2		9.9		10.3
Equity in (earnings) losses of non-consolidated entities(4)		185.2		(47.7)		(37.1)		(26.6)		(47.4)
Investment expense (income)(5)		(22.6)		(10.2)		(6.1)		(8.2)		(2.1)
Earnings (loss) from continuing operations before income taxes		(333.1)		149.7		163.6		97.3		99.7
Income tax provision (benefit)(6)		154.1		38.0		59.7		33.5		(263.4)
Earnings (loss) from continuing operation		(487.2)		111.7		103.9		63.8		363.1
Gain (loss) from discontinued operations, net of income tax provision(7)		—		—		—		0.3		1.3
Net earnings (loss)	$	(487.2)	$	111.7	$	103.9	$	64.1	$	364.4
Basic earnings (loss) per share:
Earnings (loss) from continuing operations	$	(3.80)	$	1.13	$	1.06	$	0.65	$	4.74
Gain (loss) from discontinued operations		—		—		—		0.01		0.02
Basic earnings (loss) per share	$	(3.80)	$	1.13	$	1.06	$	0.66	$	4.76
Average shares outstanding (thousands) — Basic		128,246		98,838		97,963		97,506		76,527
Diluted earnings (loss) per share:
Earnings (loss) from continuing operations	$	(3.80)	$	1.13	$	1.06	$	0.65	$	4.74
Gain (loss) from discontinued operations		—		—		—		0.01		0.02
Diluted earnings (loss) per share	$	(3.80)	$	1.13	$	1.06	$	0.66	$	4.76
Average shares outstanding (thousands) — Diluted		128,246		98,872		98,029		97,700		76,527
Dividends declared per basic and diluted common share	$	0.80	$	0.80	$	0.80	$	0.60	$	—


	Year Ended (1)(2)
	December 31,
(In millions, except operating data)	2017		2016		2015		2014		2013
Balance Sheet Data (at period end):
Cash and equivalents	$	310.0	$	207.1	$	211.3	$	218.2	$	546.5
Corporate borrowings		4,235.3		3,761.0		1,912.9		1,782.4		2,076.9
Other long-term liabilities		903.8		706.6		462.6		419.7		370.9
Capital and financing lease obligations		651.4		675.4		101.9		109.3		116.2
Stockholder’s equity		2,112.4		2,009.7		1,538.7		1,512.7		1,507.5
Total assets		9,805.9		8,641.8		5,088.3		4,755.2		5,044.8
Other Data:
Net cash provided by operating activities	$	558.7	$	431.7	$	467.5	$	297.3	$	357.3
Capital expenditures		(626.8)		(421.7)		(333.4)		(270.7)		(260.8)
Screen additions		96		17		23		29		12
Screen acquisitions		736		5,201		410		36		37
Screen dispositions		258		38		14		33		29
Construction openings (closures), net		37		(48)		60		(48)		(32)
Average screens—continuing operations(8)		10,675		5,592		4,933		4,871		4,859
Number of screens operated		11,169		10,558		5,426		4,947		4,963
Number of theatres operated		1,014		906		387		346		343
Screens per theatre		11.0		11.7		14.0		14.3		14.4
Attendance (in thousands)—continuing operations(8)		346,763		215,145		196,902		187,241		199,270


	Number of	Number of
	Screens As of	Screens As of
Format	December 31, 2017	December 31, 2016
Digital	11,169	10,558
3D enabled	5,471	5,070
IMAX® (3D enabled)	209	196
Dolby CinemaTM at AMC	89	48
Other PLF (3D enabled)	99	82
Dine-in theatres	430	342
Premium seating	2,631	1,984


					AMC Stubs Revenue for the Year Ended
					December 31, 2017
	Deferred						Food and				Other Theatre
	Membership		Deferred		Admissions		Beverage		Ticketing		Revenues
(In millions)	Fees		Rewards		Revenues		Revenues		Revenues		(Membership Fees)
Balance, December 31, 2016	$	12.5	$	23.3
Membership fees received		28.9		—	$	—	$	—	$	—	$	—
Rewards accumulated, net of expirations:
Admissions		—		24.4		(24.4)		—		—		—
Food and beverage		—		40.7		—		(40.7)		—		—
Rewards redeemed:
Admissions		—		(24.6)		24.6		—		—		—
Food and beverage		—		(37.4)		—		37.4		—		—
Amortization of deferred revenue		(25.6)		—		3.0		6.0		3.0		13.4
For the period ended or balance as of December 31, 2017	$	15.8	$	26.4	$	3.2	$	2.7	$	3.0	$	13.4


					AMC Stubs Revenue for the Year Ended
					December 31, 2015
	Deferred						Food and		Other Theatre
	Membership		Deferred		Admissions		Beverage		Revenues
(In millions)	Fees		Rewards		Revenues		Revenues		(Membership Fees)
Balance, December 31, 2014	$	11.4	$	16.1
Membership fees received		25.1		—	$	—	$	—	$	—
Rewards accumulated, net of expirations:
Admissions		—		18.4		(18.4)		—		—
Food and beverage		—		27.0		—		(27.0)		—
Rewards redeemed:
Admissions		—		(18.1)		18.1		—		—
Food and beverage		—		(26.4)		—		26.4		—
Amortization of deferred revenue		(24.4)		—		—		—		24.4
For the period ended or balance as of December 31, 2015	$	12.1	$	17.0	$	(0.3)	$	(0.6)	$	24.4


	Closing
Date		Price Per Share
January 31, 2017	$	33.75
February 28, 2017		31.35
March 31, 2017		31.45
April 28, 2017		30.30
May 31, 2017		22.50
June 30, 2017		22.75
July 31, 2017		20.40
August 31, 2017		13.40
September 29, 2017		14.70
October 31, 2017		13.90
November 30, 2017		14.25
December 31, 2017		15.10
January 31, 2018		12.80
February 28, 2018		15.00


	Domestic	Odeon	Nordic
	Theatres	Theatres	Theatres
Description	December 31, 2017
Weighted average cost of capital/discount rate	8.5%	10.5%	9.5%
Long-term growth rate	2.5%	2.0%	2.0%
Control premium	25%	25%	25%
Selected cash flow multiple	7.5 x	10.0 x	11.0 x


					% Fair Value		Increase In	Decrease in	Decrease in	Decrease in
	Carrying		Estimated Fair		Exceeds		WACC	Growth Rate	Control Premium	Multiple
	Value		Value		Carrying Value		0.50%	0.50%	5.00%	0.5 x
Domestic Theatres	$	655.4	$	1,124.7		71.6%	45.4%	49.0%	68.2%	50.5%
Odeon Theatres		731.3		788.1		7.8%	0.4%	2.8%	5.5%	-13.1%
Nordic Theatres		725.7		772.3		6.4%	2.1%	3.5%	-8.6%	3.9%
Total	$	2,112.4	$	2,685.1		27.1%


	Year Ended
Operating Data:	December 31, 2017	December 31, 2016	December 31, 2015
Screen additions	96	17	23
Screen acquisitions	736	5,201	410
Screen dispositions	258	38	14
Construction openings (closures), net	37	(48)	60
Average screens (1)	10,675	5,592	4,933
Number of screens operated	11,169	10,558	5,426
Number of theatres operated	1,014	906	387
Screens per theatre	11.0	11.7	14.0
Attendance (in thousands) (1)	346,763	215,145	196,902


	U.S. Markets						International Markets						Consolidated
	Year Ended						Year Ended						Year Ended
	December 31,						December 31,						December 31,
(In millions)	2017		2016		2015		2017		2016		2015		2017		2016		2015
Revenues
Admissions	$	2,330.9	$	1,972.7	$	1,887.6	$	898.6	$	76.7	$	4.4	$	3,229.5	$	2,049.4	$	1,892.0
Food and beverage		1,220.1		991.1		908.2		328.3		28.0		1.9		1,548.4		1,019.1		910.1
Other theatre		172.5		153.2		144.3		128.8		14.2		0.5		301.3		167.4		144.8
Total revenues		3,723.5		3,117.0		2,940.1		1,355.7		118.9		6.8		5,079.2		3,235.9		2,946.9
Operating Costs and Expenses
Film exhibition costs		1,224.7		1,055.7		1,019.3		379.6		33.8		2.1		1,604.3		1,089.5		1,021.4
Food and beverage costs		176.6		135.7		128.2		75.5		6.5		0.4		252.1		142.2		128.6
Operating expense, excluding depreciation and amortization below		1,100.6		837.8		792.0		447.4		35.7		3.7		1,548.0		873.5		795.7
Rent		594.0		493.9		465.8		200.4		11.6		2.0		794.4		505.5		467.8
General and administrative expense:
Merger, acquisition and transaction costs		58.3		47.1		3.4		4.7		0.8		—		63.0		47.9		3.4
Other, excluding depreciation and amortization below		84.8		86.8		58.2		48.6		3.9		—		133.4		90.7		58.2
Depreciation and amortization		404.2		256.1		232.9		134.4		12.1		0.1		538.6		268.2		233.0
Impairment of long-lived assets		43.6		5.5		1.7		—		—		—		43.6		5.5		1.7
Operating costs and expenses		3,686.8		2,918.6		2,701.5		1,290.6		104.4		8.3		4,977.4		3,023.0		2,709.8
Operating income (loss)		36.7		198.4		238.6		65.1		14.5		(1.5)		101.8		212.9		237.1
Other expense (income):
Other (income) expense		(2.0)		(0.4)		10.7		0.3		—		—		(1.7)		(0.4)		10.7
Interest expense:
Corporate borrowings		230.3		110.7		96.8		1.3		—		—		231.6		110.7		96.8
Capital and financing lease obligations		20.0		8.9		9.2		22.4		1.9		—		42.4		10.8		9.2
Equity in (earnings) loss of non-consolidated entities		187.9		(47.2)		(37.1)		(2.7)		(0.5)		—		185.2		(47.7)		(37.1)
Investment (income) expense		(23.1)		(10.2)		(6.1)		0.5		—		—		(22.6)		(10.2)		(6.1)
Total other expense		413.1		61.8		73.5		21.8		1.4		—		434.9		63.2		73.5
Earnings (loss) before income taxes		(376.4)		136.6		165.1		43.3		13.1		(1.5)		(333.1)		149.7		163.6
Income tax provision (benefit)		154.3		40.5		59.7		(0.2)		(2.5)		—		154.1		38.0		59.7
Net earnings (loss)	$	(530.7)	$	96.1	$	105.4	$	43.5	$	15.6	$	(1.5)	$	(487.2)	$	111.7	$	103.9


	Year Ended
Adjusted EBITDA (In millions)	December 31, 2017		December 31, 2016		December 31, 2015
U.S. markets	$	610.0	$	573.6	$	536.8
International markets		212.5		28.4		(0.4)
Total Adjusted EBITDA	$	822.5	$	602.0	$	536.4


	Minimum
	Capital and		Principal		Interest		Minimum
	Financing		Amount of		Payments on		Operating		Capital
(In millions)	Lease		Corporate		Corporate		Lease		Related		Pension		Total
Calendar Year	Payments		Borrowings(1)		Borrowings(2)		Payments		Betterments(3)		Funding(4)		Commitments
2018	$	111.8	$	15.2	$	227.9	$	748.6	$	112.3	$	4.2	$	1,220.0
2019		103.5		15.2		227.3		743.3		—		—		1,089.3
2020		99.2		13.8		226.8		711.6		—		—		1,051.4
2021		90.4		13.8		226.2		660.5		—		—		990.9
2022		85.1		1,207.8		207.0		600.5		—		—		2,100.4
Thereafter		419.3		3,046.4		450.6		3,532.2		—		—		7,448.5
Total	$	909.3	$	4,312.2	$	1,565.8	$	6,996.7	$	112.3	$	4.2	$	13,900.5


(In millions)	March 28, 2017		Changes		December 31, 2017
Cash	$	70.5	$	0.9	$	71.4
Restricted cash		—		5.9		5.9
Receivables		25.0		(11.6)		13.4
Other current assets		14.0		9.6		23.6
Property (1)		89.8		44.8		134.6
Intangible assets (1) (2)		—		23.8		23.8
Goodwill (3)		872.1		(72.8)		799.3
Deferred tax asset		5.5		(4.2)		1.3
Other long-term assets		41.0		28.0		69.0
Accounts payable		(30.3)		0.1		(30.2)
Accrued expenses and other liabilities		(26.5)		(9.6)		(36.1)
Deferred revenues and income		(43.5)		—		(43.5)
Term Loan Facility (SEK)		(144.4)		—		(144.4)
Term Loan Facility (EUR)		(169.5)		—		(169.5)
Capital lease and financing lease obligations (1)(4)		(29.2)		17.5		(11.7)
Deferred tax liability		(5.2)		(14.7)		(19.9)
Other long-term liabilities (5)		(14.4)		(17.7)		(32.1)
Total estimated purchase price	$	654.9	$	—	$	654.9


	Weighted Average		Gross
(In millions)	Amortization Period		Carrying Amount
Acquired intangible assets:
Amortizable intangible assets:
Favorable leases		7.0 years	$	3.2
Favorable subleases		4.5 years		1.3
Screen advertising agreement		5.0 years		8.3
Trade name agreement		4.0 years		1.0
Total, amortizable		5.3 years	$	13.8
Unamortized intangible assets:
Trade names			$	10.0


	Pro Forma Year Ended
	December 31,
(In millions)	2017		2016
Revenues	$	5,156.0	$	5,256.5
Operating income	$	108.8	$	191.8
Net loss	$	(497.1)	$	(88.0)
Income (loss) per share:
Basic	$	(3.88)	$	(0.67)
Diluted	$	(3.88)	$	(0.67)


(In millions)	U.S. Markets		International Markets(2)		Total
Balance as of December 31, 2015	$	2,406.7	$	—	$	2,406.7
Acquisition of Odeon		—		898.6		898.6
Acquisition of Carmike		624.8		—		624.8
Adjustments to Starplex		13.3		—		13.3
Currency translation adjustment		—		(10.4)		(10.4)
Balance as of December 31, 2016		3,044.8		888.2		3,933.0
Acquisition of Nordic		—		872.1		872.1
Adjustments to acquisition of Nordic(1)		—		(72.8)		(72.8)
Adjustments to acquisition of Odeon(1)		—		26.1		26.1
Adjustments to acquisition of Carmike(1)		27.8		—		27.8
Currency translation adjustment		—		145.5		145.5
Balance as of December 31, 2017	$	3,072.6	$	1,859.1	$	4,931.7


	As of		As of
(In millions)	December 31, 2017		December 31, 2016
Due from NCM for on-screen advertising revenue	$	2.5	$	2.6
Due to NCM for Exhibitor Services Agreement		9.4		1.4
Promissory note payable to NCM		2.8		4.2


	December 31, 2017
(In millions)	NCM		DCIP		Other			Total
Current assets	$	173.5	$	56.3	$	172.6		$	402.4
Noncurrent assets		759.2		771.3		226.5			1,757.0
Total assets		932.7		827.6		399.1			2,159.4
Current liabilities		125.4		52.5		117.5			295.4
Noncurrent liabilities		923.3		302.4		70.5			1,296.2
Total liabilities		1,048.7		354.9		188.0			1,591.6
Stockholders’ equity (deficit)		(116.0)		472.7		211.1	��		567.8
Liabilities and stockholders’ equity (deficit)		932.7		827.6		399.1			2,159.4
The Company’s recorded investment (1)	$	167.9	$	129.6	$	92.0		$	389.5