CONDENSED CONSOLIDATING FINANCIAL INFORMATION | NOTE 14—CONDENSED CONSOLIDATING FINANCIAL INFORMATION 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 Sterling Notes due 2024, the Convertible Notes due 2024, the Notes due 2025, the 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. The condensed consolidating information for the guarantors/non-guarantors has been retrospectively revised based on the structure that exists as of June 30, 2019 and reflecting changes as a result of the Sixth Amendment. Condensed Consolidating Statement of Operations Three Months Ended June 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 680.7 $ 214.8 $ — $ 895.5 Food and beverage — 401.1 91.4 — 492.5 Other theatre — 79.4 38.7 — 118.1 Total revenues — 1,161.2 344.9 — 1,506.1 Operating costs and expenses Film exhibition costs — 390.2 92.3 — 482.5 Food and beverage costs — 56.1 20.3 — 76.4 Operating expense, excluding depreciation and amortization — 320.9 116.5 — 437.4 Rent — 179.6 66.3 — 245.9 General and administrative: Merger, acquisition and transaction costs — 2.4 0.8 — 3.2 Other, excluding depreciation and amortization — 24.9 18.3 — 43.2 Depreciation and amortization — 84.2 27.8 — 112.0 Operating costs and expenses — 1,058.3 342.3 — 1,400.6 Operating income — 102.9 2.6 — 105.5 Other expense (income): Equity in net loss of subsidiaries 9.1 18.2 — (27.3) — Other expense (income) (40.9) 17.7 (0.2) — (23.4) Interest expense: Corporate borrowings 73.6 74.4 0.7 (74.5) 74.2 Capital and financing lease obligations — 0.6 1.5 — 2.1 Non-cash NCM exhibitor service agreement — 10.1 — — 10.1 Intercompany interest expense — — 21.4 (21.4) — Equity in earnings of non-consolidated entities — (9.9) (0.3) — (10.2) Investment income (91.2) (4.9) (1.9) 95.9 (2.1) Total other expense (income) (49.4) 106.2 21.2 (27.3) 50.7 Earnings (loss) before income taxes 49.4 (3.3) (18.6) 27.3 54.8 Income tax provision (benefit) — 5.8 (0.4) — 5.4 Net earnings (loss) $ 49.4 $ (9.1) $ (18.2) $ 27.3 $ 49.4 Condensed Consolidating Statement of Operations Three Months Ended June 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 694.3 $ 202.0 $ — $ 896.3 Food and beverage — 369.2 76.6 — 445.8 Other theatre — 65.9 34.5 — 100.4 Total revenues — 1,129.4 313.1 — 1,442.5 Operating costs and expenses Film exhibition costs — 391.4 80.0 — 471.4 Food and beverage costs — 54.3 17.9 — 72.2 Operating expense, excluding depreciation and amortization — 300.5 124.0 — 424.5 Rent — 145.4 54.3 — 199.7 General and administrative: Merger, acquisition and transaction costs — 2.2 2.1 — 4.3 Other, excluding depreciation and amortization — 26.6 16.4 — 43.0 Depreciation and amortization — 97.3 40.4 — 137.7 Operating costs and expenses — 1,017.7 335.1 — 1,352.8 Operating income (loss) — 111.7 (22.0) — 89.7 Other expense (income): Equity in net (earnings) loss of subsidiaries (26.5) 25.5 — 1.0 — Other expense 1.0 0.7 0.5 — 2.2 Interest expense: Corporate borrowings 61.4 63.0 0.9 (63.1) 62.2 Capital and financing lease obligations — 4.4 5.4 — 9.8 Non-cash NCM exhibitor service agreement — 10.4 — 10.4 Equity in (earnings) loss of non-consolidated entities — (13.9) 0.9 — (13.0) Investment income (58.1) (6.3) (0.2) 63.1 (1.5) Total other expense (income) (22.2) 83.8 7.5 1.0 70.1 Earnings (loss) before income taxes 22.2 27.9 (29.5) (1.0) 19.6 Income tax provision (benefit) — 1.4 (4.0) — (2.6) Net earnings (loss) $ 22.2 $ 26.5 $ (25.5) $ (1.0) $ 22.2 Condensed Consolidating Statement of Operations Six Months Ended June 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,196.0 $ 431.0 $ — $ 1,627.0 Food and beverage — 688.7 172.6 — 861.3 Other theatre — 143.6 74.6 — 218.2 Total revenues — 2,028.3 678.2 — 2,706.5 Operating costs and expenses Film exhibition costs — 667.5 180.3 — 847.8 Food and beverage costs — 99.0 38.9 — 137.9 Operating expense, excluding depreciation and amortization — 606.5 233.7 — 840.2 Rent — 356.2 131.7 — 487.9 General and administrative: Merger, acquisition and transaction costs — 3.5 3.0 — 6.5 Other, excluding depreciation and amortization — 52.4 37.0 — 89.4 Depreciation and amortization — 167.9 57.1 — 225.0 Operating costs and expenses — 1,953.0 681.7 — 2,634.7 Operating income (loss) — 75.3 (3.5) — 71.8 Other expense (income): Equity in net loss of subsidiaries 303.7 215.0 — (518.7) — Other expense (income) (12.0) 18.2 0.2 — 6.4 Interest expense: Corporate borrowings 144.5 145.3 1.4 (145.7) 145.5 Capital and financing lease obligations — 1.4 2.8 — 4.2 Non-cash NCM exhibitor service agreement — 20.3 — — 20.3 Intercompany interest expense — — 218.9 (218.9) — Equity in earnings of non-consolidated entities — (16.0) (0.7) — (16.7) Investment income (355.4) (14.5) (12.9) 364.6 (18.2) Total other expense (income) 80.8 369.7 209.7 (518.7) 141.5 Loss before income taxes (80.8) (294.4) (213.2) 518.7 (69.7) Income tax provision — 9.3 1.8 — 11.1 Net loss $ (80.8) $ (303.7) $ (215.0) $ 518.7 $ (80.8) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Revenues Admissions $ — $ 1,298.9 $ 472.4 $ — $ 1,771.3 Food and beverage — 680.7 170.9 — 851.6 Other theatre — 131.7 71.5 — 203.2 Total revenues — 2,111.3 714.8 — 2,826.1 Operating costs and expenses Film exhibition costs — 707.6 190.3 — 897.9 Food and beverage costs — 98.6 39.8 — 138.4 Operating expense, excluding depreciation and amortization — 582.5 253.9 — 836.4 Rent — 278.7 110.7 — 389.4 General and administrative: Merger, acquisition and transaction costs — 6.2 2.8 — 9.0 Other, excluding depreciation and amortization — 52.9 34.3 — 87.2 Depreciation and amortization — 191.3 76.9 — 268.2 Operating costs and expenses — 1,917.8 708.7 — 2,626.5 Operating income — 193.5 6.1 — 199.6 Other expense (income): Equity in net (earnings) loss of subsidiaries (47.8) 7.3 — 40.5 — Other expense 1.0 0.5 1.9 — 3.4 Interest expense: Corporate borrowings 122.1 125.7 1.9 (125.8) 123.9 Capital and financing lease obligations — 9.0 11.1 — 20.1 Non-cash NCM exhibitor service agreement — 20.9 — — 20.9 Equity in earnings of non-consolidated entities — (3.6) (0.4) — (4.0) Investment income (115.2) (16.6) (0.7) 125.8 (6.7) Total other expense (income) (39.9) 143.2 13.8 40.5 157.6 Earnings (loss) before income taxes 39.9 50.3 (7.7) (40.5) 42.0 Income tax provision (benefit) — 2.5 (0.4) — 2.1 Net earnings (loss) $ 39.9 $ 47.8 $ (7.3) $ (40.5) $ 39.9 Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 49.4 $ (9.1) $ (18.2) $ 27.3 $ 49.4 Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (9.2) (4.1) — 13.3 — Unrealized foreign currency translation adjustment, net of tax — (5.1) (4.2) — (9.3) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 0.1 — — 0.1 Pension and other benefit adjustments: Net gain arising during the period, net of tax — — 0.1 — 0.1 Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (9.2) (9.2) (4.1) 13.3 (9.2) Total comprehensive income (loss) $ 40.2 $ (18.3) $ (22.3) $ 40.6 $ 40.2 Condensed Consolidating Statement of Comprehensive Income (Loss) Three Months Ended June 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 22.2 $ 26.5 $ (25.5) $ (1.0) $ 22.2 Other comprehensive income (loss): Equity in other comprehensive loss of subsidiaries (107.2) (86.0) — 193.2 — Unrealized foreign currency translation adjustment, net of tax — (22.0) (85.6) — (107.6) Realized loss on foreign currency transactions reclassified into other expense, net of tax — 1.0 — — 1.0 Pension and other benefit adjustments: Net loss arising during period, net of tax — — (0.4) — (0.4) Equity method investees’ cash flow hedge: Realized net holding gain reclassified to equity in earnings of non-consolidated entities, net of tax — (0.2) — — (0.2) Other comprehensive loss (107.2) (107.2) (86.0) 193.2 (107.2) Total comprehensive loss $ (85.0) $ (80.7) $ (111.5) $ 192.2 $ (85.0) Condensed Consolidating Statement of Comprehensive Income (Loss) Six Months Ended June 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net loss $ (80.8) $ (303.7) $ (215.0) $ 518.7 $ (80.8) Other comprehensive income (loss) Equity in other comprehensive loss of subsidiaries (34.1) (19.3) — 53.4 — Unrealized foreign currency translation adjustment, net of tax — (15.4) (19.3) — (34.7) Realized loss on foreign currency transactions, net of tax — 0.6 — — 0.6 Pension and other benefit adjustments: Net gain arising during the period, net of tax — 0.1 — — 0.1 Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — (0.1) — — (0.1) Other comprehensive loss (34.1) (34.1) (19.3) 53.4 (34.1) Total comprehensive loss $ (114.9) $ (337.8) $ (234.3) $ 572.1 $ (114.9) Condensed Consolidating Statement of Comprehensive Income (Loss) Six Months Ended June 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Net earnings (loss) $ 39.9 $ 47.8 $ (7.3) $ (40.5) $ 39.9 Other comprehensive income (loss) Equity in other comprehensive loss of subsidiaries (96.5) (70.0) — 166.5 — Unrealized foreign currency translation adjustment, net of tax — (27.4) (68.5) — (95.9) Realized loss on foreign currency transactions, net of tax — 1.0 — 1.0 Pension and other benefit adjustments: Net loss arising during the period, net of tax — — (1.5) — (1.5) Equity method investees’ cash flow hedge: Unrealized net holding loss arising during the period, net of tax — 0.2 — — 0.2 Realized net loss reclassified to equity in earnings of non-consolidated entities, net of tax — (0.3) — — (0.3) Other comprehensive loss (96.5) (96.5) (70.0) 166.5 (96.5) Total comprehensive loss $ (56.6) $ (48.7) $ (77.3) $ 126.0 $ (56.6) Condensed Consolidating Balance Sheet As of June 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 99.2 $ 91.0 $ — $ 190.5 Restricted cash — — 10.7 — 10.7 Receivables, net — 156.2 77.9 (5.6) 228.5 Other current assets — 115.5 44.8 — 160.3 Total current assets 0.3 370.9 224.4 (5.6) 590.0 Investment in equity of subsidiaries 668.4 1,201.7 — (1,870.1) — Property, net — 1,972.9 641.0 — 2,613.9 Operating right-of-use assets, net — 3,482.0 1,316.9 — 4,798.9 Intangible assets, net — 132.3 65.3 — 197.6 Intercompany advances 5,354.7 (4,326.1) (1,028.6) — — Goodwill (2.1) 3,074.7 1,690.4 — 4,763.0 Deferred tax asset, net — — 31.1 — 31.1 Other long-term assets 58.2 334.7 127.5 — 520.4 Total assets $ 6,079.5 $ 6,243.1 $ 3,068.0 $ (1,875.7) $ 13,514.9 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 318.2 $ 110.5 $ (5.5) $ 423.2 Accrued expenses and other liabilities 21.3 168.7 127.9 (0.1) 317.8 Deferred revenues and income — 292.4 77.4 — 369.8 Current maturities of corporate borrowings 20.0 1.4 — — 21.4 Current maturities of finance lease liabilities — 5.6 5.3 — 10.9 Current maturities of operating lease liabilities — 439.3 131.5 — 570.8 Total current liabilities 41.3 1,225.6 452.6 (5.6) 1,713.9 Corporate borrowings 4,713.1 — — — 4,713.1 Finance lease liabilities — 22.5 86.9 — 109.4 Operating lease liabilities — 3,607.1 1,244.9 4,852.0 Exhibitor services agreement — 557.7 — — 557.7 Deferred tax liability, net — 26.2 25.5 — 51.7 Other long-term liabilities — 135.6 56.4 — 192.0 Total liabilities 4,754.4 5,574.7 1,866.3 (5.6) 12,189.8 Stockholders’ equity 1,325.1 668.4 1,201.7 (1,870.1) 1,325.1 Total liabilities and stockholders’ equity $ 6,079.5 $ 6,243.1 $ 3,068.0 $ (1,875.7) $ 13,514.9 Condensed Consolidating Balance Sheet As of December 31, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Assets Current assets: Cash and cash equivalents $ 0.3 $ 177.8 $ 135.2 $ — $ 313.3 Restricted cash — — 10.7 — 10.7 Receivables, net — 163.0 100.9 (4.4) 259.5 Other current assets — 140.7 57.1 — 197.8 Total current assets 0.3 481.5 303.9 (4.4) 781.3 Investment in equity of subsidiaries 719.0 1,430.1 — (2,149.1) — Property, net — 2,152.3 887.3 — 3,039.6 Intangible assets, net — 225.6 126.5 — 352.1 Intercompany advances 5,362.3 (4,512.3) (850.0) — — Goodwill (2.1) 3,074.7 1,716.1 — 4,788.7 Deferred tax asset, net — — 28.6 — 28.6 Other long-term assets 59.8 316.2 129.5 — 505.5 Total assets $ 6,139.3 $ 3,168.1 $ 2,341.9 $ (2,153.5) $ 9,495.8 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ — $ 327.2 $ 129.9 $ (4.5) $ 452.6 Accrued expenses and other liabilities 31.5 197.5 149.4 0.1 378.5 Deferred revenues and income — 314.0 100.8 — 414.8 Current maturities of corporate borrowings 13.8 1.4 — — 15.2 Current maturities of capital and financing lease obligations — 38.6 28.4 — 67.0 Total current liabilities 45.3 878.7 408.5 (4.4) 1,328.1 Corporate borrowings 4,696.0 — 11.8 — 4,707.8 Capital and financing lease obligations — 194.3 298.9 — 493.2 Exhibitor services agreement — 564.0 — — 564.0 Deferred tax liability, net — 17.7 23.9 — 41.6 Other long-term liabilities — 794.4 168.7 — 963.1 Total liabilities 4,741.3 2,449.1 911.8 (4.4) 8,097.8 Temporary equity 0.4 — — — 0.4 Stockholders’ equity 1,397.6 719.0 1,430.1 (2,149.1) 1,397.6 Total liabilities and stockholders’ equity $ 6,139.3 $ 3,168.1 $ 2,341.9 $ (2,153.5) $ 9,495.8 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2019: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by (used in) operating activities $ 238.9 $ (135.9) $ 50.6 $ — $ 153.6 Cash flows from investing activities: Capital expenditures — (159.6) (70.3) — (229.9) Acquisition of theatre assets — (11.8) — — (11.8) Proceeds from disposition of long-term assets — 6.0 15.3 — 21.3 Investments in non-consolidated entities, net — (0.1) — — (0.1) Other, net — (0.8) — — (0.8) Net cash used in investing activities — (166.3) (55.0) — (221.3) Cash flows from financing activities: Proceeds from issuance of Term Loan due 2026 1,990.0 — — — 1,990.0 Payment of principal Senior Secured Notes due 2023 (230.0) — — — (230.0) Payment of principal Senior Subordinated Notes due 2022 (375.0) — — — (375.0) Call premiums paid for Senior Secured Notes due 2023 and Senior Subordinated Notes due 2022 (15.9) — — — (15.9) Principal payments under Term Loans due 2022 and 2023 (1,338.5) — — — (1,338.5) Repayments under Revolving Credit Facility — — (12.0) — (12.0) Scheduled principal payments under Term Loans (11.9) — — — (11.9) Principal payments under capital and financing lease obligations — (3.6) (2.5) — (6.1) Cash used to pay debt financing costs (11.2) — — — (11.2) Cash used to pay dividends (42.6) — — — (42.6) Taxes paid for restricted unit withholdings (1.3) — — — (1.3) Change in intercompany advances (203.3) 227.7 (24.4) — — Net cash provided by (used in) financing activities (239.7) 224.1 (38.9) — (54.5) Effect of exchange rate changes on cash and cash equivalents and restricted cash 0.8 (0.4) (1.0) — (0.6) Net increase (decrease) in cash and cash equivalents and restricted cash (0.0) (78.5) (44.3) — (122.8) Cash and cash equivalents and restricted cash at beginning of period 0.3 177.7 146.0 — 324.0 Cash and cash equivalents and restricted cash at end of period $ 0.3 $ 99.2 $ 101.7 $ — $ 201.2 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018: Subsidiary Subsidiary Consolidating Consolidated (In millions) Holdings Guarantors Non-Guarantors Adjustments Holdings Cash flows from operating activities: Net cash provided by operating activities $ 10.7 $ 279.3 $ 7.1 $ — $ 297.1 Cash flows from investing activities: Capital expenditures — (172.0) (69.1) — (241.1) Proceeds from sale leaseback transactions — 50.1 — — 50.1 Proceeds from disposition of NCM, Inc. shares — 7.1 — — 7.1 Proceeds from disposition of long-term assets — 7.9 5.6 — 13.5 Investments in non-consolidated entities, net — (10.7) — — (10.7) Other, net — (1.1) 0.7 — (0.4) Net cash used in investing activities — (118.7) (62.8) — (181.5) Cash flows from financing activities: Principal payments under Term Loan (6.9) — — — (6.9) Principal payments under capital and financing lease obligations — (20.1) (15.8) — (35.9) Cash used to pay deferred financing costs (2.2) — — — (2.2) Cash used to pay dividends (51.4) — — — (51.4) Taxes paid for restricted unit withholdings (1.7) — — — (1.7) Purchase of treasury stock (19.8) — — — (19.8) Change in intercompany advances 145.4 (120.1) (25.3) — — Net cash provided by (used in) financing activities 63.4 (140.2) (41.1) — (117.9) Effect of exchange rate changes on cash and cash equivalents and restricted cash (14.7) 25.9 0.2 — 11.4 Net increase (decrease) in cash and cash equivalents and restricted cash 59.4 46.3 (96.6) — 9.1 Cash and cash equivalents and restricted cash at beginning of period 1.1 95.9 221.3 — 318.3 Cash and cash equivalents and restricted cash at end of period $ 60.5 $ 142.2 $ 124.7 $ — $ 327.4 |